Separate Account No 45 of Axa Equitable Life Insurance Co – ‘485BPOS’ on 5/1/98

As of:  Friday, 5/1/98   ·   Effective:  5/1/98   ·   Accession #:  771726-98-82   ·   File #s:  33-83750, 811-08754

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 485BPOS     Post-Effective Amendment                             673   4.27M 
 4: EX-99.10ACONSENT  Consent of Price Waterhouse LLP                  1      7K 
 5: EX-99.10BPOWATTY  1998 Powers of Attorney                         20     61K 
 2: EX-99.3CDISTAGREE  Letter of Agreement for Distribution            1      8K 
                          Agreement                                              
 3: EX-99.4RENDORSE  Form of Endorsement (Defined Benefit Qp)          2     10K 

485BPOS   —   Post-Effective Amendment
Document Table of Contents

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                                                     Registration No. 33-83750
                                                     Registration No. 811-8754
------------------------------------------------------------------------------- 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM N-4  

  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933      [ ]

  Pre-Effective Amendment No.                                  [ ]

  Post-Effective Amendment No. 9                               [X]

AND/OR  

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940       [ ]       

  Amendment No. 11                                             [X]

(Check appropriate box or boxes)  

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

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

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

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

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

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

 MARY P. BREEN
VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL  
The Equitable Life Assurance Society of the United States 
1290 Avenue of the Americas, New York, New York 10104 
(Name and Address of Agent for Service) 

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

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

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Approximate Date of Proposed Public Offering:  Continuous     

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

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

[X]      On May 1, 1998 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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CROSS REFERENCE SHEET 
SHOWING LOCATION OF INFORMATION IN PROSPECTUSES 

FORM N-4 ITEM                     PROSPECTUS CAPTION          
-------------                     ------------------          
1.      Cover Page                        Cover Page                          

2.      Definitions                       General Terms                       

3.      Synopsis                          See Profile of Prospectus or        
             Summary

4.      Condensed Financial               Investment Performance - Money      
Information                       Market Fund, Intermediate   
                                    Government Securities Fund and
                                          High Yield Fund Yield Information, -
                                    Provisions of the Certificates
                                       and Services We Provide - Annuity
                   Account Value

5.      General Description of            Equitable Life, The Separate Account
Registrant, Depositor and         and The Investment Funds    
Portfolio Companies                                           

6.      Deductions and Expenses           Provisions of the Certificates      
                               and Services We Provide -
                                       Distribution of the Certificates,
                            Deductions and Charges

7.      General Description of            Provisions of                       
    Variable Annuity Contracts        the Certificates and Services We
             Provide

8.      Annuity Period                    Provisions of the Certificates      
                             and Services We Provide

9.      Death Benefit                     Provisions of the Certificates      
                                     and Services We Provide - Death
             Benefit

10.      Purchases and Contract Value      Investment Performance,              
                                    Provisions of the Certificates
                             and Services We Provide

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CROSS REFERENCE SHEET 
SHOWING LOCATION OF INFORMATION IN PROSPECTUSES 

FORM N-4 ITEM                     PROSPECTUS CAPTION          
-------------                     ------------------          

11.      Redemptions                       Provisions of the Certificates       
                               and Services We Provide -
                                      Surrendering the Certificates to
                                     Receive the Cash Value,- Income
                                     Annuity Options, Deductions and
             Charges

12.      Taxes                             Tax Aspects of the Certificates      

13.      Legal Proceedings                 Not Applicable                       

14.      Table of Contents of the          Statement of Additional Information  
Statement of Additional           Table of Contents           
Information                                                   

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CROSS REFERENCE SHEET 
SHOWING LOCATION OF INFORMATION 
IN STATEMENTS OF ADDITIONAL INFORMATION 

                             STATEMENT OF ADDITIONAL
FORM N-4 ITEM                     INFORMATION CAPTION         
-------------                     -------------------         

15.      Cover Page                        Cover Page                           

16.      Table of Contents                 Table of Contents                    

17.      General Information               Prospectus Caption:                  
and History                       Equitable Life, The Separate
                                      Account and The Investment Funds

18.      Services                          Not Applicable                       

19.      Purchases of Securities           Prospectus Caption:                  
      Being Offered                     Provisions of the Certificates and
                                        Services We Provide - Distribution
                         of the Certificates

20.      Underwriters                      Prospectus Caption:                  
                                    Provisions of the Certificates
                               and Services We Provide -
                                      Distribution of the Certificates

21.      Calculation of Performance        Accumulation Unit Values,            
Data                              Annuity Unit Values,        
                                     Money Market Fund, Intermediate
                                         Government Securities Fund and High
                                  Yield Fund Yield Information

22.      Annuity Payments                  Annuity Unit Values                  

23.      Financial Statements              Financial Statements                 

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NOTE

This Post-Effective Amendment No. 9 ("PEA") to the Form N-4 Registration        
Statement No. 33-83750 ("Registration Statement") of The Equitable Life         
Assurance Society of the United States ("Equitable Life") and its Separate      
Account No. 45 includes, among other documents, updating prospectus supplements,
each dated May 1, 1998 ("Prospectus Supplements") to Equitable Life prospectuses
which were previously filed and supplemented, as indicated in the Prospectus    
Suplements, and are part of the Registration Statement. The PEA also includes   
accompanying statements of additional information ("SAIs"), dated May 1, 1998,  
which also are part of the Registration Statement. These Prospectus Supplements 
and the SAIs will be used for continuing offerings to in-force owners, as of May
1, 1998, of the fixed and variable annuity certificates to which the Prospectus 
Supplements and SAIs relate.                                                    

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 SUPPLEMENT TO
 EQUITABLE ACCUMULATORSM
(IRA, NQ AND QP)
PROSPECTUS DATED MAY 1, 1998

COMBINATION VARIABLE AND FIXED DEFERRED ANNUITY CERTIFICATES

Issued By:
 The Equitable Life Assurance Society of the United States

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

This prospectus supplement describes the baseBUILDER(R) Combined Guaranteed     
Minimum Income Benefit and Guaranteed Minimum Death Benefit offered to Annuitant
issue ages 76 or older under the Equitable Accumulator (IRA, NQ and QP)         
prospectus. Capitalized terms in this supplement have the same meaning as in the
prospectus.                                                                     

A different version of the Combined Guaranteed Minimum Income Benefit and       
Guaranteed Minimum Death Benefit than the versions discussed on page 28 of the  
prospectus under "baseBUILDER Benefits" is available for Annuitant issue ages 76
or older. The charge for this benefit is 0.30% of the Guaranteed Minimum Income 
Benefit benefit base in effect on a Processing Date. The versions of the        
baseBUILDER Benefits described in the prospectus are not available at these     
Annuitant issue ages. The benefit for Annuitant issue ages 76 or older is as    
discussed below:                                                                

       The Guaranteed Minimum Income Benefit may be exercised only within 30
      days following the 7th or later Contract Date anniversary, but in no
event later than the Annuitant's age 90.                      

     The period certain will be 90 less the Annuitant's age at election.

The Guaranteed Minimum Death Benefit applicable to the combined benefit is as   
follows:                                                                        

     4% Roll Up to Age 85 - On the Contract Date, the Guaranteed Minimum
     Death Benefit is equal to the initial contribution. Thereafter, the
     Guaranteed Minimum Death Benefit is credited with interest at 4% on
      each Contract Date anniversary through the Annuitant's age 85 (or at
        the Annuitant's death, if earlier), and 0% thereafter, and is adjusted
for any subsequent contributions and withdrawals.             

The Guaranteed Minimum Income Benefit benefit base described on page 40 of the  
prospectus is as follows:                                                       

    The Guaranteed Minimum Income Benefit benefit base is equal to the
       initial contribution on the Contract Date. Thereafter, the Guaranteed
        Minimum Income Benefit benefit base is credited with interest at 4% on
       each Contract Date anniversary through the Annuitant's age 85, and 0%
  thereafter, and is adjusted for any subsequent contributions and
      withdrawals. The Guaranteed Minimum Income Benefit benefit base will
       also be reduced by any withdrawal charge remaining on the Transaction
Date that you exercise your Guaranteed Minimum Income Benefit.

--------------------------------------------------------------------------------
 Copyright 1998 The Equitable Life Assurance Society of the United States,
 New York, New York 10104. All rights reserved. Accumulator is a service
 mark and baseBUILDER is a registered service mark of The Equitable Life
 Assurance Society of the United States.

SUPPLEMENT DATED MAY 1, 1998                                                    

PROS AGENT SUPP1(5/98)                                                          

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                                                                     MAY 1, 1998

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       

 PROFILE OF THE EQUITABLE ACCUMULATOR(SM) (IRA, NQ AND QP)
COMBINATION VARIABLE AND FIXED DEFERRED ANNUITY CERTIFICATES

This Profile is a summary of some of the more important points that you should  
know and consider before purchasing a Certificate. The Certificate is more fully
described in the prospectus which accompanies this Profile. Please read the     
prospectus carefully.                                                           

1. THE ANNUITY CERTIFICATE. The Equitable Accumulator Certificate is a          
combination variable and fixed deferred annuity issued by Equitable Life.       
Certificates can be issued as individual retirement annuities (IRAS, which can  
be either TRADITIONAL IRAS or ROTH IRAS) or as non-qualified annuities (NQ) for 
after-tax contributions only. NQ Certificates may also be used as an investment 
vehicle for certain types of qualified plans (QP). The Equitable Accumulator    
Certificate is designed to provide for the accumulation of retirement savings   
and for income through the investment, during an accumulation phase, of (a)     
rollover contributions, direct transfers from other individual retirement       
arrangements and additional IRA contributions or (b) after-tax money.           

Your Equitable Life agent can provide you with information about other annuity  
products we offer and help you decide which one may best meet your needs.       

You may allocate amounts to Investment Funds where your Certificate's value may 
vary up or down depending upon investment performance. You may also allocate    
amounts to Guaranteed Interest Rate Options (also called GIROS) that when held  
to maturity provide guaranteed interest rates that we have set and a guarantee  
of principal. If you make any transfers or withdrawals, the GIROs' investment   
value may increase or decrease until maturity due to interest rate changes.     
Also, the Special Dollar Cost Averaging Account (in states where approved) which
is part of our general account and pays interest at guaranteed fixed interest   
rates, is available for our Special Dollar Cost Averaging program discussed     
below. In states where the Special Dollar Cost Averaging Account is not         
currently approved, the Special Dollar Cost Averaging program is available in   
the Alliance Money Market Fund. Earnings accumulate under your Certificate on a 
tax-deferred basis until amounts are distributed. Amounts distributed under the 
Equitable Accumulator Certificate may be subject to income tax.                 

The Investment Funds offer the potential for better returns than the interest   
rates guaranteed under the GIROs or the Special Dollar Cost Averaging Account,  
but the Investment Funds involve risk and you can lose money. You may make      
transfers among the Investment Funds and GIROs. The value of the GIROs prior to 
their maturity fluctuates and you can lose money on premature transfers or      
withdrawals. Any transfers (other than Dollar Cost Averaging transfers) or      
withdrawals out of the Special Dollar Cost Averaging Account will cancel the    
Special Dollar Cost Averaging program.                                          

----------
 Copyright 1998 The Equitable Life Assurance Society of the United States,
New York, New York 10104. Accumulator is a service mark, and baseBUILDER
 and Income Manager are registered service marks of The Equitable Life
 Assurance Society of the United States.

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The Certificate provides a number of distribution methods during the            
accumulation phase and for converting to annuity income, which include annuity  
benefits and under IRA Certificates only, the ASSURED PAYMENT OPTION AND APO    
PLUS.                                                                           

Under IRA Certificates, the Assured Payment Option may also be elected if you   
desire to start receiving a form of lifetime income immediately. When you elect 
the Assured Payment Option, your IRA Certificate's value will be reduced to     
provide for guaranteed lifetime income. You may also elect APO Plus whereby a   
portion of your money is allocated to the Assured Payment Option, and the       
remaining amount is allocated to the Alliance Common Stock Fund or the Alliance 
Equity Index Fund, as you select. Every three years during the fixed period, a  
portion of your money in the selected Investment Fund is applied to increase the
guaranteed payments, if applicable, under the Assured Payment Option.           

The amount accumulated under your Certificate during the accumulation phase will
affect the amount of distribution or annuity benefits you receive.              

You can elect the baseBUILDER(R) at issue of the Certificate for an additional  
charge. The baseBUILDER provides a combined Guaranteed Minimum Income Benefit   
and Guaranteed Minimum Death Benefit. The Guaranteed Minimum Income Benefit     
provides a minimum amount of guaranteed lifetime income regardless of investment
performance when converting, at specific times, to the Income Manager(R)        
(Life Annuity with a Period Certain) payout annuity certificate.                

2. ANNUITY PAYMENTS. When you are ready to start receiving income, annuity      
income is available by applying your Certificate's value to an Income Manager   
payout annuity certificate. You can also have your IRA or NQ Certificate's value
applied to any of the following ANNUITY BENEFITS: (1) Life Annuity - payments   
for the annuitant's life, (2) Life Annuity - Period Certain - payments for the  
annuitant's life, but with payments continuing to the beneficiary for the       
balance of the selected years if the annuitant dies before the end of the       
selected period; (3) Life Annuity - Refund Certain - payments for the           
annuitant's life, with payments continuing to the beneficiary after the         
annuitant's death until any remaining amount applied to this option runs out;   
and (4) Period Certain Annuity - payments for a specified period of time,       
usually 5, 10, 15 or 20 years, with no life contingencies. Options (2) and (3)  
are also available as a Joint and Survivor Annuity - payments for the           
annuitant's life, and after the annuitant's death, continuation of payments to  
the survivor for life. Under QP Certificates the only Annuity Benefit available 
is Option (2) as a Life Annuity with a 10 Year Period Certain, or a Joint and   
Survivor Life Annuity with a 10 Year Period Certain. Annuity Benefits (other    
than the Life Annuity in New York, the Refund Certain and the Period Certain    
which are only available on a fixed basis) are available as a fixed annuity, or 
as a variable annuity, where the dollar amount of your payments will depend upon
the investment performance of the Investment Funds. Once you begin receiving    
annuity payments, you cannot change your Annuity Benefit.                       

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3. PURCHASE. You can purchase an Equitable Accumulator IRA Certificate by       
rolling over or transferring at least $5,000 or more from one or more individual
retirement arrangements. Under a Traditional IRA Certificate you may add        
additional amounts of $1,000 or more at any time (subject to certain            
restrictions). Additional amounts under a Traditional IRA Certificate are       
limited to $2,000 per year, but additional rollover or IRA transfer amounts are 
unlimited. In certain cases, additional amounts may not be added to a Roth IRA  
Certificate.                                                                    

An Equitable Accumulator NQ or QP Certificate can be purchased with $5,000 or   
more. Additional amounts of $1,000 or more can be made at any time (subject to  
certain restrictions). Certain restrictions also apply to the type of           
contributions we will accept under Equitable Accumulator QP Certificates.       

4. INVESTMENT OPTIONS. You may invest in any or all of the following Investment 
Funds, which invest in shares of corresponding portfolios of The Hudson River   
Trust (HRT) and EQ Advisors Trust (EQAT). The portfolios are described in the   
prospectuses for HRT and EQAT.                                                  

                                                        [Enlarge/Download Table]

--------------------------------------------------------------------------------------------------------------
                                               EQUITY SERIES:                                                 
--------------------------------------------------------------------------------------------------------------
                                                                                                              
DOMESTIC EQUITY                    INTERNATIONAL EQUITY                AGGRESSIVE EQUITY                      
 Alliance Common Stock               Alliance Global                     Alliance Aggressive Stock            
 Alliance Growth & Income            Alliance International              Alliance Small Cap Growth            
 BT Equity 500 Index                 BT International Equity Index       BT Small Company Index               
 EQ/Putnam Growth & Income Value     Morgan Stanley Emerging Markets     MFS Emerging Growth Companies        
                                         Equity                          Warburg Pincus Small Company         
 MFS Research                        T. Rowe Price International             Value                            
                                     Stock                                                                    
 Merrill Lynch Basic Value Equity                                                                             
 T. Rowe Price Equity Income                                                                                  


--------------------------------------------------------------------------------------------------------------
     ASSET ALLOCATION SERIES                                  FIXED INCOME SERIES                             
--------------------------------------------------------------------------------------------------------------
                                                                                                              
 Alliance Conservative Investors   AGGRESSIVE FIXED INCOME             DOMESTIC FIXED INCOME                  
 Alliance Growth Investors           Alliance High Yield                 Alliance Intermediate Government     
 EQ/Putnam Balanced                                                          Securities                       
 Merrill Lynch World Strategy                                            Alliance Money Market                
--------------------------------------------------------------------------------------------------------------
                             Alliance Equity Index (AVAILABLE ONLY UNDER APO PLUS)                            
--------------------------------------------------------------------------------------------------------------

You may also invest in one or more GIROs currently maturing in years 1999       
through 2008. Under the Assured Payment Option and APO Plus for IRA             
Certificates, GIROs currently maturing in years 2009 through 2013 are also      
available. The Special Dollar Cost Averaging Account is available for the       
Special Dollar Cost Averaging program, discussed below.                         

5. EXPENSES. The Certificates have expenses as follows: As a percentage of net  
assets in the Investment Funds, a daily charge is deducted for mortality and    
expense risks (including the Guaranteed Minimum Death Benefit discussed below)  
at an annual rate of 1.10%, and a daily charge is deducted for administration   
expenses at an annual rate of 0.25%. If baseBUILDER with the                    

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6% Roll Up to Age 80 Guaranteed Minimum Death Benefit or the Annual Ratchet to  
Age 80 Guaranteed Minimum Death Benefit is elected, there is an annual charge of
0.30% expressed as a percentage of the Guaranteed Minimum Income Benefit benefit
base. If baseBUILDER with the 6% Roll Up to Age 70 is elected, the annual charge
is 0.15% expressed as a percentage of the Guaranteed Minimum Income Benefit     
benefit base. The baseBUILDER charge is deducted from your Certificate's value. 

The charges for the portfolios of HRT range from 0.61% to 1.33% of the average  
daily net assets of HRT portfolios, depending upon HRT portfolios selected. The 
charges for the portfolios of EQAT range from 0.55% to 1.75% of the average     
daily net assets of EQAT portfolios, depending upon the EQAT portfolios         
selected. The amounts for HRT are based on average portfolio assets for the year
ended December 31, 1997 and have been restated to reflect the fees that would   
have been paid if a new advisory agreement that Alliance, HRT's manager, and HRT
entered into (which went into effect on May 1, 1997) were in effect since       
January 1, 1997. The amounts for EQAT are based on current expense caps. The    
12b-1 fee (reflected in the "Total Annual Portfolio Charges" column in the chart
below) for the portfolios of HRT (other than the Alliance Small Cap Growth      
portfolio) and EQAT are 0.25% of the average daily net assets of HRT and EQAT,  
respectively. For the Alliance Small Cap Growth portfolio the 12b-1 fee may be  
less than 0.25% under certain circumstances. Charges for state premium and other
applicable taxes may also apply at the time you elect to start receiving annuity
payments.                                                                       

A withdrawal charge is imposed as a percentage of each contribution withdrawn in
excess of a free corridor amount, or if the Certificate is surrendered. The free
corridor amount for withdrawals is 15% of the Certificate's value at the        
beginning of the year, except that under IRA Certificates for the Assured       
Payment Option and APO Plus it is 10%. The withdrawal charge does not apply     
under certain of the distribution methods available under the Equitable         
Accumulator IRA Certificates. When applicable, the withdrawal charge is         
determined in accordance with the table below, based on the year a contribution 
is withdrawn. The year in which we receive your contribution is "Year 1."       

 Year of Contribution Withdrawal

               1       2        3        4        5        6       7        8+
               ---------------------------------------------------------------
Percentage of                                                                   
Contribution   7.0%    6.0%     5.0%     4.0%     3.0%     2.0%    1.0%     0.0%

The following chart is designed to help you understand the charges in the       
Certificate. The "Total Annual Charges" column shows the combined total of the  
Certificate charges deducted as a percentage of net assets in the Investment    
Funds and the portfolio charges, as shown in the first two columns. The last two
columns show you two examples of the charges, in dollars, that you would pay    
under a Certificate, and include the 0.30% benefit based charge for the         
baseBUILDER benefit. The examples assume that you invested $1,000 in a          
Certificate which earns 5% annually and that you withdraw your money: (1) at the
end of year 1, and (2) at the end of year 10. For year 1, the Total Annual      
Charges are assessed as well as the withdrawal charge. For year 10, the example 
shows the aggregate of all the annual charges assessed for the 10 years, but    
there is no withdrawal charge. No charges for state premium and other applicable
taxes are assumed in the examples.                                              

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                                                        [Enlarge/Download Table]


                                        TOTAL ANNUAL  TOTAL ANNUAL                    EXAMPLES       
                                        CERTIFICATE     PORTFOLIO    TOTAL          Total Annual     
                                          CHARGES        CHARGES     ANNUAL      Expenses at End of: 
INVESTMENT FUND                                                     CHARGES  .....(1)           (2)  
                                                                                1 Year       10 Years
                                                                                                     
Alliance Conservative Investors             1.35%         0.80%     2.15%     $  91.78       $285.33 
Alliance Growth Investors                   1.35%         0.82%     2.17%     $  91.98       $287.33 
Alliance Growth & Income                    1.35%         0.84%     2.19%     $  92.18       $283.94 
Alliance Common Stock                       1.35%         0.65%     2.00%     $  90.29       $270.24 
Alliance Global                             1.35%         0.98%     2.33%     $  93.57       $303.15 
Alliance International                      1.35%         1.33%     2.68%     $  97.05       $336.94 
Alliance Aggressive Stock                   1.35%         0.82%     2.17%     $  91.98       $287.33 
Alliance Small Cap Growth                   1.35%         1.20%     2.55%     $  95.76       $324.53 
Alliance Money Market                       1.35%         0.64%     1.99%     $  90.19       $269.23 
Alliance Intermediate Government                                                                     
   Securities                               1.35%         0.81%     2.16%     $  91.88       $286.33 
Alliance High Yield                         1.35%         0.89%     2.24%     $  92.68       $294.28 

UNDER APO PLUS                                                                                       
Alliance Common Stock                       1.35%         0.65%     2.00%     $  90.29       $270.24 
Alliance Equity Index                       1.35%         0.61%     1.96%     $  89.90       $266.19 

BT Equity 500 Index                         1.35%         0.55%     1.90%      $ 89.30       $260.07 
BT Small Company Index                      1.35%         0.60%     1.95%      $ 89.80       $265.18 
BT International Equity Index               1.35%         0.80%     2.15%      $ 91.78       $285.33 
MFS Emerging Growth Companies               1.35%         0.85%     2.20%      $ 92.28       $290.31 
MFS Research                                1.35%         0.85%     2.20%      $ 92.28       $290.31 
Merrill Lynch Basic Value Equity            1.35%         0.85%     2.20%      $ 92.28       $290.31 
Merrill Lynch World Strategy                1.35%         1.20%     2.55%      $ 95.76       $324.53 
Morgan Stanley Emerging Markets Equity                                                               
                                            1.35%         1.75%     3.10%      $101.22       $376.00 
EQ/Putnam Balanced                          1.35%         0.90%     2.25%      $ 92.78       $295.27 
EQ/Putnam Growth & Income Value             1.35%         0.85%     2.20%      $ 92.28       $290.31 
T. Rowe Price Equity Income                 1.35%         0.85%     2.20%      $ 92.28       $290.31 
T. Rowe Price International Stock           1.35%         1.20%     2.55%      $ 95.76       $324.53 
 Warburg Pincus Small Company Value         1.35%         1.00%     2.35%      $ 93.77       $305.12 

Total annual portfolio charges may vary from year to year. For Investment Funds 
investing in portfolios with less than 10 years of operations, charges have been
estimated. The charges reflect any waiver or limitation.                        
For more detailed information, see the Fee Table in the prospectus.             

We may also offer other Equitable Accumulator certificates which have other     
features, benefits and charges. A current prospectus for these other Equitable  
Accumulator certificates, if available, may be obtained from your agent.        

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6. TAXES. In most cases, your earnings are not taxed until distributions are    
made from your Certificate. If you are younger than age 59 1/2 when you receive 
any distributions, in addition to income tax you may be charged a 10% Federal   
tax penalty on the taxable amount received. This tax discussion does not apply  
to Roth IRA or QP Certificates. Please consult your tax adviser.                

7. ACCESS TO YOUR MONEY. During the accumulation phase, you may receive         
distributions under a Certificate through the following WITHDRAWAL OPTIONS.     
Under IRA, NQ and QP Certificates: (1) Lump Sum Withdrawals of at least $1,000  
taken at any time; and (2) Systematic Withdrawals paid monthly, quarterly or    
annually, subject to certain restrictions, including a maximum percentage of    
your Certificate's value. Under both the Traditional IRA and Roth IRA           
Certificates only: (1) Substantially Equal Payment Withdrawals (if you are less 
than age 59 1/2), paid monthly, quarterly or annually based on life expectancy; 
and under Traditional IRA Certificates only (2) Minimum Distribution Withdrawals
(after you are age 70 1/2), which pays the minimum amount necessary to meet     
minimum distribution requirements in the Internal Revenue Code.                 

You also have access to your Certificate's value by surrendering the            
Certificate. All or a portion of certain withdrawals may be subject to a        
withdrawal charge to the extent that the withdrawal exceeds the free corridor   
amount. A free corridor amount does not apply to a surrender. Withdrawals and   
surrenders may be subject to income tax and a tax penalty. Withdrawals from the 
GIROs prior to their maturity may result in a market value adjustment. A request
for withdrawal of amounts from the Special Dollar Cost Averaging Account, will  
cancel the Dollar Cost Averaging program.                                       

8. PERFORMANCE. During the accumulation phase, your Certificate's value in the  
Investment Funds may vary up or down depending upon the investment performance  
of the Investment Funds you have selected. Past performance is not a guarantee  
of future results.                                                              

9. DEATH BENEFIT. If the annuitant dies before amounts are applied under an     
annuity benefit, the named beneficiary will be paid a death benefit. The death  
benefit is equal to your Certificate's value in (i) the Investment Funds, (ii)  
the GIROs and (iii) the Special Dollar Cost Averaging Account, or if greater,   
the Guaranteed Minimum Death Benefit.                                           

For Traditional IRA and Roth IRA Certificates if the annuitant is between the   
ages of 20 through 78 at issue of the Certificate; for NQ Certificates for      
annuitant ages 0 through 79 at issue of the Certificate; and for QP Certificates
for annuitant ages 20 through 70 at issue of the Certificate, you may choose one
of two types of Guaranteed Minimum Death Benefit available under the            
Certificates: a "6% Roll Up to Age 80" or an "Annual Ratchet to Age 80." Both   
types are described below. Both benefits are based on the amount you initially  
put in and are adjusted for additional contributions and withdrawals. For NQ    
Certificates, for annuitant ages 80 through 83 at issue of the Certificate, a   
return of the contributions you have invested under the Certificate will be the 
Guaranteed Minimum Death Benefit.                                               

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6% Roll Up to Age 80 (Not available in New York) -- We add interest to the      
initial amount at 6% (4% for amounts in the Alliance Money Market and Alliance  
Intermediate Government Securities Funds, and GIROs) through the annuitant's age
80 (or at the annuitant's death, if earlier). The 6% interest rate will still   
apply for amounts in the Alliance Money Market Fund under the Special Dollar    
Cost Averaging program discussed below.                                         

Annual Ratchet to Age 80 -- The Guaranteed Minimum Death Benefit is reset each  
year through the annuitant's age 80 to the Certificate's value, if it is higher 
than the prior year's Guaranteed Minimum Death Benefit. In New York, the        
Guaranteed Minimum Death Benefit at the death of the annuitant will never be    
less than the amounts in the Investment Funds, plus amounts (not reflecting any 
increase due to interest rate changes) in the GIROs reflecting guaranteed       
interest.                                                                       

10. OTHER INFORMATION.                                                          

QUALIFIED PLANS. If the QP Certificates will be purchased by certain types of   
plans qualified under Section 401(a), or 401(k) of the Internal Revenue Code,   
please consult your tax adviser first. Any discussion of taxes in this profile  
does not apply.                                                                 

BASEBUILDER BENEFITS. The baseBUILDER (available for annuitant ages 20 through  
75 at issue of the Certificates) is an optional benefit that combines the       
Guaranteed Minimum Income Benefit and the Guaranteed Minimum Death Benefit.     
baseBUILDER benefits (which are different than the ones described below) may be 
available for annuitant issue ages 76 and older. baseBUILDER benefits are not   
currently available in New York.                                                

         Income Benefit -- The Guaranteed Minimum Income Benefit, as part of the
      baseBUILDER, provides a minimum amount of guaranteed lifetime income
     for your future. When you are ready to convert (at specified future
     times) your Certificate's value to the Income Manager (Life Annuity
 with a Period Certain) payout annuity certificate the amount of
       lifetime income that will be provided will be the greater of (i) your
      Guaranteed Minimum Income Benefit or (ii) your Certificate's current
value applied at current annuity purchase factors.            

     Death Benefit -- As part of the baseBUILDER you have the choice, at
   issue of the Certificate, of two Guaranteed Minimum Death Benefit
         options: (i) the 6% Roll Up to Age 80 or (ii) the Annual Ratchet to Age
         80. These options are described in "Death Benefit" above. For annuitant
       ages 20 through 60 at issue of the Certificate, there is an alternate
    baseBUILDER benefit with a Guaranteed Minimum Death Benefit option
which is a 6% Roll Up to Age 70.                              

                 6% Roll Up to Age 70 -- We add interest to the initial amount
          at 6% (4% for amounts in the Alliance Money Market and
                 Alliance Intermediate Government Securities Funds, and GIROs)
                through the annuitant's age 70 (or at the annuitant's death,
                  if earlier). The 6% interest rate will still apply for amounts
              in the Alliance Money Market Fund under the Special Dollar
Cost Averaging program discussed below.     

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FREE LOOK. You can examine the Certificate for a period of 10 days after you    
receive it, and return it to us for a refund. The free look period is longer in 
some states.                                                                    

Your refund will equal your Certificate's value, reflecting any investment gain 
or loss, in the Investment Funds, any increase or decrease in the value of any  
amounts held in the GIROs, and interest credited to amounts in the Special      
Dollar Cost Averaging Account through the date we receive your Certificate. Some
states or Federal income tax regulations may require that we calculate the      
refund differently. In the case of a complete conversion of an existing         
Traditional IRA Certificate to a Roth IRA, you may cancel your Roth IRA and     
return to a Traditional IRA by following the instructions in the request for    
full conversion form available from the Processing Office or your agent.        

AUTOMATIC INVESTMENT PROGRAM (AIP). AIP provides for a specified amount to be   
automatically deducted from a bank checking account, bank money market account  
or credit union checking account and to be applied as additional amounts under  
NQ and Traditional IRA Certificates. AIP is not available for Roth IRA and QP   
Certificates.                                                                   

PRINCIPAL ASSURANCE. This option is designed to assure the return of your       
original amount invested on a GIRO maturity date, by putting a portion of your  
money in a particular GIRO, and the balance in the Investment Funds in any way  
you choose. Assuming that you make no transfers or withdrawals of the portion in
the GIRO, such amount will grow to your original investment upon maturity.      

DOLLAR COST AVERAGING. Special Dollar Cost Averaging - You can elect when you   
apply for your Certificate to allocate your initial contribution to the Special 
Dollar Cost Averaging Account where it will be credited with interest at a      
guaranteed fixed rate. Amounts will be transferred from the Special Dollar Cost 
Averaging Account to the other Investment Funds on a monthly basis over the     
first twelve months of your Certificate. Thereafter the Special Dollar Cost     
Averaging Account will not be available for allocation under your Certificate.  
If you request a transfer (other than the Dollar Cost Averaging transfers) or a 
withdrawal from amounts in the Special Dollar Cost Averaging Account, the       
Special Dollar Cost Averaging program will end. Any amounts remaining in the    
Special Dollar Cost Averaging Account will immediately be transferred to the    
other Investment Options according to your previous allocation instructions we  
have on file.                                                                   

The Special Dollar Cost Averaging Account may not currently be available in your
state. In states where it is currently not available, we offer a Special Dollar 
Cost Averaging program from the Alliance Money Market Fund. During the time     
amounts are in the Alliance Money Market Fund under this program, mortality and 
expense risks and administration charges will not be deducted from the Alliance 
Money Market Fund.                                                              

General Dollar Cost Averaging -You can elect at any time to put money into the  
Alliance Money Market Fund and have a dollar amount or percentage transferred   
from the Alliance Money Market Fund into the other Investment Funds on a        
periodic basis over a longer period of time. The mortality and expense risks and
administration charges will be deducted from the Alliance Money Market Fund     
under this program.                                                             

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Dollar cost averaging does not assure a profit or protect against a loss should 
market prices decline.                                                          

REBALANCING. You can have your money automatically readjusted among the         
Investment Funds quarterly, semiannually or annually as you select. The amounts 
you have in each selected Investment Fund will grow or decline in value at      
different rates during each time period. Rebalancing is intended to transfer    
amounts among the chosen Investment Funds in order to retain the allocation     
percentages you specify. Rebalancing does not assure a profit or protect against
a loss should market prices decline and should be reviewed periodically, as your
needs may change.                                                               

REPORTS. We will provide you with an annual statement of your Certificate's     
values as of the last day of each year, and three additional reports of your    
Certificate's values each year. You also will be provided with written          
confirmations of each financial transaction, and copies of annual and semiannual
statements of HRT and EQAT.                                                     

You may call toll-free at 1-800-789-7771 for a recording of daily Investment    
Fund values, guaranteed rates applicable to the GIROs, as well as guaranteed    
fixed interest rates in the Special Dollar Cost Averaging Account.              

11. INQUIRIES. If you need more information, please contact your agent. You may 
also contact us at:                                                             

The Equitable Life Assurance Society of the United States                       
Equitable Accumulator                                                           
P.O. Box 1547                                                                   
Secaucus, NJ  07096-1547                                                        
Telephone 1-800-789-7771 and Fax 1-201-583-2224                                 

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 EQUITABLE ACCUMULATOR(SM)
(IRA, NQ AND QP)
PROSPECTUS DATED MAY 1, 1998

--------------------------------------------------------------------------------
COMBINATION VARIABLE AND FIXED DEFERRED ANNUITY CERTIFICATES
Issued By:
 The Equitable Life Assurance Society of the United States
--------------------------------------------------------------------------------

This prospectus  describes  certificates The Equitable Life Assurance Society of
the United States  (EQUITABLE  LIFE,  WE, OUR AND US) offers under a combination
variable  and fixed  deferred  annuity  contract  issued on a group  basis or as
individual contracts. Enrollment under a group contract is evidenced by issuance
of a certificate.  Certificates and individual contracts are each referred to as
"Certificates."  Certificates can be issued as individual  retirement  annuities
(IRAS,  which can be either  TRADITIONAL  IRAS or ROTH IRAS),  or  non-qualified
annuities for after-tax  contributions  only (NQ). NQ  Certificates  may also be
used as an investment vehicle for a defined contribution plan or defined benefit
plan (QP). Under IRA Certificates we accept only initial  contributions that are
rollover  contributions  or that are  direct  transfers  from  other  individual
retirement arrangements,  as described in this prospectus. Under QP Certificates
we will only accept employer  contributions  from a trust under a plan qualified
under Section 401(a) or 401(k) of the Code. A minimum  initial  contribution  of
$5,000 is  required to put a  Certificate  into  effect.                        

The  Certificates  are designed to provide for the  accumulation  of  retirement
savings and for income. Contributions accumulate on a tax-deferred basis and can
be  distributed  under a number of  different  methods  which are designed to be
responsive to the owner's  (CERTIFICATE  OWNER,  YOU and YOUR)  objectives.  The
distribution methods include the ASSURED PAYMENT OPTION,  Assured Payment Option
Plus (APO PLUS),  available for Certificates issued as Traditional IRAs and Roth
IRAs, and a variety of payout  options  including  variable  annuities and fixed
annuities.  The  Assured  Payment  Option  and APO Plus are also  available  for
election in the  application  if you are  interested in receiving  distributions
rather than accumulating funds.                                                 

The Certificates offer investment options  (INVESTMENT  OPTIONS) that permit you
to create your own  strategies.  These  Investment  Options  include 24 variable
investment  funds  (INVESTMENT  FUNDS) and each GUARANTEED  INTEREST RATE OPTION
(GIRO) in the GUARANTEED PERIOD ACCOUNT.  There is an additional Investment Fund
which is available only under APO Plus.  Also, the Special Dollar Cost Averaging
Account (in states where  approved)  which is part of Equitable  Life's  general
account and pays interest at guaranteed  fixed interest  rates, is available for
our Special Dollar Cost Averaging program.                                      

We invest each Investment  Fund in Class IB shares of a corresponding  portfolio
(PORTFOLIO) of The Hudson River Trust (HRT) and EQ Advisors Trust (EQAT), mutual
funds whose shares are  purchased by separate  accounts of insurance  companies.
The prospectuses for HRT (in which the Alliance Funds invest) and EQAT (in which
the other  Investment  Funds invest),  both of which accompany this  prospectus,
describe the investment objectives, policies and risks, of the Portfolios.      

INVESTMENT FUNDS

                                                        [Enlarge/Download Table]


--------------------------------------------------------------------------------------------------------------------
                                  EQUITY SERIES                                                                     
--------------------------------------------------------------------------------------------------------------------
                                                                                                                    
   DOMESTIC EQUITY                      INTERNATIONAL EQUITY                  AGGRESSIVE EQUITY                     
     Alliance Common Stock                Alliance Global                       Alliance Aggressive Stock           
     Alliance Growth & Income             Alliance International                Alliance Small Cap Growth           
     BT Equity 500 Index                  BT International Equity Index         BT Small Company Index              
     EQ/Putnam Growth & Income Value      Morgan Stanley Emerging Markets       MFS Emerging Growth Companies       
     MFS Research                           Equity                              Warburg Pincus Small Company Value  
     Merrill Lynch Basic Value Equity     T. Rowe Price International Stock                                         
     T. Rowe Price Equity Income                                                                                    
--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------
         ASSET ALLOCATION SERIES                                FIXED INCOME SERIES                                 
--------------------------------------------------------------------------------------------------------------------
                                                                                                                    
     Alliance Conservative Investors    AGGRESSIVE FIXED INCOME               DOMESTIC FIXED INCOME                 
     Alliance Growth Investors            Alliance High Yield                   Alliance Intermediate Government    
     EQ/Putnam Balanced                                                           Securities                        
     Merrill Lynch World Strategy                                               Alliance Money Market               
--------------------------------------------------------------------------------------------------------------------
                           Alliance Equity Index (AVAILABLE ONLY UNDER APO PLUS)                                    
--------------------------------------------------------------------------------------------------------------------

Amounts  allocated to a GIRO  accumulate  on a fixed basis and are credited with
interest  at a rate we set  (GUARANTEED  RATE) for the  entire  period.  On each
business day (BUSINESS DAY) we will determine the Guaranteed Rates available for
amounts  newly  allocated  to GIROs.  A market  value  adjustment  (positive  or
negative) will be made for withdrawals,  transfers,  surrender and certain other
transactions from a GIRO before its expiration date (EXPIRATION DATE). Each GIRO
has its own Guaranteed  Rates.  The GIROs  currently  available have  Expiration
Dates of February 15, in years 1999 through 2008 and 1999 through 2013 under the
Assured Payment Option and APO Plus.                                            

--------------------------------------------------------------------------------
Copyright 1998 The Equitable Life Assurance Society of the
United States, New York, New York 10104.
 All rights reserved. Accumulator is a service mark, and
baseBUILDER and Income Manager are registered service marks of
The Equitable Life Assurance Society of the United States.

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This prospectus  provides  information  about IRA, NQ and QP  Certificates  that
prospective investors should know before investing. You should read it carefully
and  retain  it  for  future  reference.  The  prospectus  is not  valid  unless
accompanied by current  prospectuses  for HRT and EQAT, both of which you should
also read carefully.                                                            

Your Equitable Life agent can provide you with  information  about other annuity
products  we offer and help you  decide  which  one may best  meet  your  needs.

Registration  statements  relating to Separate Account No. 45 (SEPARATE ACCOUNT)
and interests  under the GIROs have been filed with the  Securities and Exchange
Commission (SEC). The statement of additional  information  (SAI),  dated May 1,
1998, which is part of the registration  statement for the Separate Account,  is
available  free of charge upon  request by writing to our  Processing  Office or
calling  1-800-789-7771,  our toll-free number. The SAI has been incorporated by
reference into this prospectus. The Table of Contents for the SAI appears at the
back of this prospectus.                                                        

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.   

THE CERTIFICATES  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 INVESTED.            

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 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      Equitable  Life's Annual  Report on Form 10-K for the year ended  December
31, 1997 and a current  report on Form 8-K dated April 7, 1998 are  incorporated
herein by reference.                                                            

      All  documents  or reports  filed by  Equitable  Life  pursuant to Section
13(a),  13(c),  14 or 15(d) of the  Securities  Exchange Act of 1934, as amended
(EXCHANGE  ACT)  after  the date  hereof  and  prior to the  termination  of the
offering of the securities  offered hereby shall be deemed to be incorporated by
reference in this  prospectus and to be a part hereof from the date of filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement  contained herein
or in any other  subsequently  filed  document  which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
and superseded,  to constitute a part of this  prospectus.  Equitable Life files
its  Exchange Act  documents  and reports,  including  its annual and  quarterly
reports on Form 10-K and Form 10-Q,  electronically  pursuant to EDGAR under CIK
No.  0000727920.  The SEC maintains a web site that contains reports,  proxy and
information  statements and other  information  regarding  registrants that file
electronically with the SEC. The address of the site is http://www.sec.gov.     

Equitable  Life  will  provide  without  charge  to each  person  to  whom  this
prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than exhibits not  specifically  incorporated by reference into the text of such
documents). Requests for such documents should be directed to The Equitable Life
Assurance Society of the United States,  1290 Avenue of the Americas,  New York,
New York 10104. Attention: Corporate Secretary (telephone: (212) 554-1234).     

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--------------------------------------------------------------------------------
PROSPECTUS TABLE OF CONTENTS
--------------------------------------------------------------------------------
GENERAL TERMS                                     PAGE   6                      

FEE TABLE                                         PAGE   8                      

PART 1: EQUITABLE LIFE, THE SEPARATE                                            
ACCOUNT AND THE                                                 
INVESTMENT FUNDS                           PAGE 13              
Equitable Life                                          13                      
Separate Account No. 45                                 13                      
The Trusts                                              13                      
HRT's Manager and Adviser                               14                      
EQAT's Manager                                          14                      
EQAT's Investment Advisers                              14                      
Investment Policies and Objectives of HRT's                                     
Portfolios and EQAT's Portfolios                     16                   

PART 2: THE GUARANTEED PERIOD                                                   
ACCOUNT                                    PAGE 19              
GIROs                                                   19                      
Market Value Adjustment for Transfers,                                          
Withdrawals or Surrender Prior to the                                     
Expiration Date                                      20                   
Modal Payment Portion                                   20                      
Investments                                             21                      

PART 3: THE SPECIAL DOLLAR COST AVERAGING                                       
ACCOUNT                                    PAGE 22              

PART 4: PROVISIONS OF THE                                                       
CERTIFICATES AND SERVICES                                       
WE PROVIDE                                 PAGE 23              
What Is the Equitable Accumulator?                      23                      
Joint Ownership                                         23                      
Contributions under the Certificates                    23                      
Methods of Payment                                      24                      
Allocation of Contributions                             24                      
Free Look Period                                        25                      
Annuity Account Value                                   25                      
Transfers among Investment Options                      26                      
Dollar Cost Averaging                                   26                      
Rebalancing                                             27                      
baseBUILDER Benefits                                    28                      
Guaranteed Minimum Income Benefit                       28                      
Death Benefit                                           29                      
How Death Benefit Payment Is Made                       30                      
When an NQ Certificate Owner Dies                                               
before the Annuitant                                 31                   
Cash Value                                              31                      
Surrendering the Certificates to                                                
Receive the Cash Value                               31                   
When Payments Are Made                                  31                      
Assignment                                              31                      
Services We Provide                                     32                      
Distribution of the Certificates                        32                      

PART 5: DISTRIBUTION METHODS UNDER THE                                          
CERTIFICATES                               PAGE 33              
Assured Payment Option                                  33                      
APO Plus                                                36                      
Withdrawal Options                                      38                      
How Withdrawals Affect Your                                                     
Guaranteed Minimum Income Benefit                                         
and Guaranteed Minimum Death Benefit                 40                   
Annuity Benefits and Payout Annuity Options             41                      

PART 6:  DEDUCTIONS AND CHARGES                    PAGE 43                      
Charges Deducted from the Annuity                                               
Account Value                                        43                   
Charges Deducted from the Investment Funds              44                      
HRT Charges to Portfolios                               44                      
EQAT Charges to Portfolios                              44                      
Group or Sponsored Arrangements                         45                      
Other Distribution Arrangements                         45                      

PART 7:  VOTING RIGHTS                             PAGE 46                      
The Trusts' Voting Rights                               46                      
Voting Rights of Others                                 46                      
Separate Account Voting Rights                          46                      
Changes in Applicable Law                               46                      

PART 8: TAX ASPECTS                                                             
OF THE CERTIFICATES                        PAGE 47              
Tax Changes                                             47                      
Taxation of Non-Qualified Annuities                     47                      
Charitable Remainder Trusts                             48                      
Special Rules for NQ Certificates Issued                                        
in Puerto Rico                                       48                   
IRA Tax Information                                     48                      
Traditional Individual Retirement Annuities                                     
(Traditional IRAs)                                   49                   
Roth Individual Retirement Annuities                                            
(Roth IRAs)                                          54                   
Federal and State Income Tax Withholding and                                    
Information Reporting                                58                   
Other Withholding                                       59                      
Impact of Taxes to Equitable Life                       59                      

PART 9: OTHER INFORMATION                          PAGE 60                      
Independent Accountants                                 60                      
Legal Proceedings                                       60                      

PART 10: INVESTMENT PERFORMANCE                    PAGE 61                      
Communicating Performance Data                          68                      

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Alliance Money Market Fund, Alliance                                            
Intermediate Government Securities                                        
Fund and Alliance High Yield Fund Yield                                   
Information                                          69                   

APPENDIX I: MARKET VALUE                                                        
ADJUSTMENT EXAMPLE                              PAGE 70                   

APPENDIX II: PURCHASE CONSIDERATIONS                                            
FOR QP CERTIFICATES                             PAGE 71                   

APPENDIX III: GUARANTEED MINIMUM                                                
DEATH BENEFIT EXAMPLE                           PAGE 72                   

APPENDIX IV: EXAMPLE OF                                                         
PAYMENTS UNDER THE ASSURED                                                
PAYMENT OPTION AND APO PLUS                     PAGE 73                   

STATEMENT OF ADDITIONAL                                                         
INFORMATION TABLE OF CONTENTS                   PAGE 74                   

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--------------------------------------------------------------------------------
 GENERAL TERMS
--------------------------------------------------------------------------------

ACCUMULATION  UNIT --  Contributions  that are  invested in an  Investment  Fund
purchase Accumulation Units in that Investment Fund.                            

ACCUMULATION  UNIT VALUE -- The  dollar  value of each  Accumulation  Unit in an
Investment Fund on a given date.                                                

ANNUITANT -- The individual who is the measuring life for  determining  benefits
under the  Certificate.  Under NQ  Certificates,  the Annuitant can be different
from the Certificate  Owner;  under both Traditional and Roth IRA  Certificates,
the  Annuitant  and  Certificate  Owner  must be the same  individual.  Under QP
Certificates, the Annuitant must be the Participant/Employee.                   

ANNUITY ACCOUNT VALUE -- The sum of the amounts in the Investment  Options under
the Certificate. See "Annuity Account Value" in Part 4.                         

ANNUITY  COMMENCEMENT  DATE -- The date on which Annuity Benefit payments are to
commence.                                                                       

ASSURED PAYMENT OPTION -- A distribution  option under  Traditional and Roth IRA
Certificates  which provides  guaranteed  lifetime  income.  The Assured Payment
Option may be elected in the application or elected as a distribution  option at
a later date.  Under this option amounts are allocated to the Guaranteed  Period
Account and the Life  Contingent  Annuity.  No amounts may be  allocated  to the
Investment Funds or the Special Dollar Cost Averaging Account.                  

APO PLUS -- A distribution  option under  Traditional and Roth IRA  Certificates
which  provides  guaranteed  lifetime  income.  APO Plus may be  elected  in the
application  or as a  distribution  option at a later  date.  Under this  option
amounts are allocated to the  Guaranteed  Period  Account,  the Life  Contingent
Annuity and to the Alliance Common Stock Fund or the Alliance Equity Index Fund.
The amount in the selected Fund is then systematically converted to increase the
guaranteed  lifetime  income.  No amounts may be allocated to the Special Dollar
Cost Averaging Account.                                                         

BASEBUILDER(R)  -- Optional  protection  benefit,  consisting of the  Guaranteed
Minimum Income Benefit and the Guaranteed Minimum Death Benefit.                

BUSINESS DAY -- Generally,  any day on which the New York Stock Exchange is open
for trading.  For the purpose of determining the Transaction  Date, our Business
Day ends at 4:00 p.m. Eastern Time.                                             

CASH VALUE -- The Annuity Account Value minus any applicable charges.           

CERTIFICATE  -- The  Certificate  issued  under  the  terms  of a group  annuity
contract and any individual contract, including any endorsements.               

CERTIFICATE  OWNER -- The  person  who owns a  Certificate  and has the right to
exercise  all  rights  under  the  Certificate.   Under  NQ  Certificates,   the
Certificate  Owner can be different from the Annuitant;  under both  Traditional
and Roth IRA Certificates,  the Certificate Owner must be the same individual as
the Annuitant. Under QP Certificates,  the Certificate Owner must be the trustee
of a trust for a qualified plan maintained by an employer.                      

CODE -- The Internal Revenue Code of 1986, as amended.                          

CONTRACT DATE -- The  effective  date of the  Certificates.  This is usually the
Business Day we receive the initial contribution at our Processing Office.      

CONTRACT  YEAR -- The 12-month  period  beginning on your Contract Date and each
anniversary of that date.                                                       

EQAT -- EQ  Advisors  Trust,  a mutual  fund in which  the  assets  of  separate
accounts of insurance companies are invested. EQ Financial Consultants, Inc. (EQ
FINANCIAL)  is the manager of EQAT and has  appointed  advisers  for each of the
Portfolios.                                                                     

EXPIRATION DATE -- The date on which a GIRO ends.                               

GUARANTEED MINIMUM DEATH BENEFIT -- The minimum amount payable upon death of the
Annuitant.                                                                      

GUARANTEED  MINIMUM INCOME  BENEFIT -- The minimum  amount of future  guaranteed
lifetime income.                                                                

GIROS -- Any of the  periods  of time  ending  on an  Expiration  Date  that are
available  for  investment  under the  Certificates.  GIROs are  referred  to as
Guarantee Periods in the Certificates.                                          

GUARANTEED PERIOD ACCOUNT -- The Account that contains the GIROs.               

GUARANTEED RATE -- The annual interest rate established for each allocation to a
GIRO.                                                                           

HRT -- The Hudson  River  Trust,  a mutual  fund in which the assets of separate
accounts of insurance  companies are invested.  Alliance Capital Management L.P.
(ALLIANCE) is the manager and adviser to HRT.                                   

INVESTMENT  FUNDS -- The funds of the Separate  Account that are available under
the  Certificates.  The Alliance  Equity Index Fund is only available  under APO
Plus.                                                                           

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INVESTMENT  OPTIONS -- The choices for investment:  the Investment  Funds,  each
available  GIRO, and the Special Dollar Cost Averaging  Account  (available only
during the first Contract Year).                                                

IRA -- An individual  retirement  annuity,  as defined in Section  408(b) of the
Code.  There are two types of IRAs, a Traditional IRA and a Roth IRA. A Roth IRA
must also meet the requirements of Section 408A of the Code.                    

JOINT  OWNERS -- Two  individuals  who own  undivided  interests  in the  entire
Certificate.  If Joint Owners are named, reference to "Certificate Owner," "you"
or "your" will apply to both Joint Owners or either of them. Joint Owners may be
selected only for NQ Certificates.                                              

LIFE CONTINGENT  ANNUITY -- Provides  guaranteed  lifetime income beginning at a
future  date.  Amounts  may only be applied  under the Life  Contingent  Annuity
through election of the Assured Payment Option and APO Plus.                    

MATURITY VALUE -- The amount in a GIRO on its Expiration Date.                  

MODAL  PAYMENT  PORTION -- Under the Assured  Payment  Option and APO Plus,  the
portion  of the  Guaranteed  Period  Account  from  which  payments,  other than
payments due on an Expiration Date, are made.                                   

NQ  --  An  annuity   contract  which  may  be  purchased  only  with  after-tax
contributions, but is not a Roth IRA.                                           

PARTICIPANT/EMPLOYEE  -- An individual who  participates  in an employer's  plan
funded by an Equitable Accumulator QP Certificate.                              

PORTFOLIOS -- The  portfolios of HRT and EQAT that  correspond to the Investment
Funds of the Separate Account.                                                  

PROCESSING  DATE -- The day when we  deduct  certain  charges  from the  Annuity
Account Value.  If the Processing  Date is not a Business Day, it will be on the
next succeeding Business Day. The Processing Date will be once each year on each
anniversary of the Contract Date.                                               

PROCESSING  OFFICE -- The address to which all  contributions,  written requests
(e.g.,  transfers,  withdrawals,  etc.) or other written  communications must be
sent. See "Services We Provide" in Part 4.                                      

QP -- When issued with the appropriate  endorsement,  an NQ Certificate which is
used as an investment vehicle for a defined contribution plan within the meaning
of Section  401(a) and 401(k) of the Code, or a defined  benefit plan within the
meaning of Section 401(a) of the Code.                                          

ROTH IRA -- An IRA which must be funded on an after-tax basis, the distributions
from which may be tax free under specified circumstances.                       

SAI -- The statement of additional  information  for the Separate  Account under
the Certificates.                                                               

SEPARATE ACCOUNT -- Equitable Life's Separate Account No. 45.                   

SPECIAL  DOLLAR  COST  AVERAGING  ACCOUNT  -- The  Investment  Option  that pays
interest at  guaranteed  fixed rates and is part of our  general  account.  This
account is available only for Dollar Cost Averaging of your initial Contribution
during the first Contract  Year.  The Special  Dollar Cost Averaging  Account is
referred to as the Guaranteed Interest Account in the Certificates.             

TRADITIONAL   IRA  --  An  IRA  which  is  generally   purchased   with  pre-tax
contributions, the distributions from which are treated as taxable.             

TRANSACTION  DATE -- The Business Day we receive a contribution or a transaction
request providing all the information we need at our Processing  Office. If your
contribution or request reaches our Processing  Office on a non-Business Day, or
after the  close of the  Business  Day,  the  Transaction  Date will be the next
following Business Day.  Transaction  requests must be made in a form acceptable
to us.                                                                          

TRUSTS -- HRT and EQAT.                                                         

VALUATION  PERIOD -- Each Business Day together with any preceding  non-business
days.                                                                           

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--------------------------------------------------------------------------------
 FEE TABLE
--------------------------------------------------------------------------------

The  purpose of this fee table is to assist  you in  understanding  the  various
costs and expenses you may bear directly or indirectly under the Certificates so
that you may compare them with other similar  products.  The table reflects both
the charges of the Separate  Account and the  expenses of HRT and EQAT.  Charges
for applicable  taxes such as state or local premium taxes may also apply. For a
complete  description  of the  charges  under  the  Certificates,  see  "Part 6:
Deductions and Charges." For a complete  description of the Trusts'  charges and
expenses, see the prospectuses for HRT and EQAT.                                

As explained in Parts 2 and 3, the GIROs and the Special  Dollar Cost  Averaging
Account  are not a part of the  Separate  Account and are not covered by the fee
table and  examples.  The only  charge  shown in the Table that will be deducted
from  amounts  allocated  to the GIROs and the  Special  Dollar  Cost  Averaging
Account is the withdrawal  charge. A market value adjustment (either positive or
negative)  also may be  applicable  as a result  of a  withdrawal,  transfer  or
surrender of amounts from a GIRO. See "Part 2: The Guaranteed Period Account."  

OWNER TRANSACTION EXPENSES (DEDUCTED FROM ANNUITY ACCOUNT VALUE)                
----------------------------------------------------------------                

WITHDRAWALCHARGE AS A PERCENTAGE OF CONTRIBUTIONS  (deducted   CONTRACT         
upon   surrender  or  for  certain   withdrawals.   The     YEAR      
applicable  withdrawal  charge percentage is determined     ----      
     by the Contract Year in which the withdrawal is made or        1......7.00%
    the Certificate is surrendered  beginning with Contract        2......6.00
    Year 1 with respect to each  contribution  withdrawn or        3......5.00
    surrendered.  For each contribution,  the Contract Year        4......4.00
    in which we receive that contribution is "Contract Year        5......3.00
    1").(1)                                                        6......2.00
                                                                   7......1.00
                                                                   8+.....0.00

SEPARATE  ACCOUNT  ANNUAL  EXPENSES  (AS A  PERCENTAGE  OF NET  ASSETS  IN  EACH
--------------------------------------------------------------------------------
INVESTMENT FUND)                                                                
---------------                                                                 

MORTALITY AND EXPENSE RISKS(2)....................................    1.10%     
ADMINISTRATION(3).................................................    0.25%     
                                                                 =====
TOTAL SEPARATE ACCOUNT ANNUAL EXPENSES.........................    1.35%  
                                                                 =====

OPTIONAL  BENEFIT  EXPENSE  (DEDUCTED FROM ANNUITY  ACCOUNT  VALUE)             
-------------------------------------------------------------------             

BASEBUILDER  BENEFITS  EXPENSE  (calculated  as a percentage  of the            
Guaranteed Minimum Income Benefit benefit base)(4)..............    0.30%   

-------------------                                                             
See footnotes on next page.                                                     

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HRT AND EQAT ANNUAL  EXPENSES  (AS A PERCENTAGE  OF AVERAGE  DAILY NET ASSETS IN
EACH PORTFOLIO)                                                                 

                                                        [Enlarge/Download Table]


-------------------------------------------------------------------------------------------------------------------------------
                                                                          INVESTMENT PORTFOLIOS                                
                                            -----------------------------------------------------------------------------------
                                               ALLIANCE      ALLIANCE     ALLIANCE      ALLIANCE                               
                                             CONSERVATIVE     GROWTH      GROWTH &       COMMON       ALLIANCE     ALLIANCE    
HRT                                           INVESTORS     INVESTORS      INCOME        STOCK         GLOBAL    INTERNATIONAL 
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
Investment Management and Advisory Fee          0.48%         0.52%         0.55%        0.37%         0.65%         0.90%     
12b-1 Fee(5)                                    0.25%         0.25%         0.25%        0.25%         0.25%         0.25%     
Other Expenses                                  0.07%         0.05%         0.04%        0.03%         0.08%         0.18%     
===============================================================================================================================
   TOTAL HRT ANNUAL EXPENSES(6)                 0.80%         0.82%         0.84%        0.65%         0.98%         1.33%     
===============================================================================================================================


                                                                                        ALLIANCE                               
                                               ALLIANCE      ALLIANCE     ALLIANCE    INTERMEDIATE    ALLIANCE     ALLIANCE    
                                              AGGRESSIVE    SMALL CAP       MONEY        GOVT.          HIGH        EQUITY     
HRT                                             STOCK         GROWTH       MARKET      SECURITIES      YIELD         INDEX     
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
Investment Management and Advisory Fee          0.54%         0.90%         0.35%        0.50%         0.60%         0.32%     
12b-1 Fee(5)                                    0.25%         0.25%         0.25%        0.25%         0.25%         0.25%     
Other Expenses                                  0.03%         0.05%         0.04%        0.06%         0.04%         0.04%     
===============================================================================================================================
   TOTAL HRT ANNUAL EXPENSES(6)                 0.82%         1.20%         0.64%        0.81%         0.89%         0.61%     
===============================================================================================================================


                                                                BT           BT           MFS                       MERRILL    
                                                  BT          SMALL     INTERNATIONAL   EMERGING                     LYNCH     
                                              EQUITY 500     COMPANY       EQUITY        GROWTH         MFS       BASIC VALUE  
EQAT                                            INDEX         INDEX         INDEX      COMPANIES      RESEARCH      EQUITY     
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
Investment Management and Advisory Fee          0.25%         0.25%         0.35%        0.55%         0.55%         0.55%     
12b-1 Fee(5)                                    0.25%         0.25%         0.25%        0.25%         0.25%         0.25%     
Other Expenses                                  0.05%         0.10%         0.20%        0.05%         0.05%         0.05%     
===============================================================================================================================
   TOTAL EQAT ANNUAL EXPENSES(7)                0.55%         0.60%         0.80%        0.85%         0.85%         0.85%     
===============================================================================================================================


                                                           MORGAN                                                    WARBURG   
                                              MERRILL     STANLEY                EQ/PUTNAM   T. ROWE     T. ROWE      PINCUS   
                                               LYNCH      EMERGING               GROWTH &      PRICE      PRICE       SMALL    
                                               WORLD      MARKETS    EQ/PUTNAM    INCOME      EQUITY  INTERNATIONAL  COMPANY   
EQAT                                          STRATEGY     EQUITY     BALANCED     VALUE      INCOME      STOCK       VALUE    
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
Investment Management and Advisory Fee          0.70%       1.15%       0.55%       0.55%      0.55%       0.75%       0.65%   
12b-1 Fee(5)                                    0.25%       0.25%       0.25%       0.25%      0.25%       0.25%       0.25%   
Other Expenses                                  0.25%       0.35%       0.10%       0.05%      0.05%       0.20%       0.10%   
===============================================================================================================================
   TOTAL EQAT ANNUAL EXPENSES(7)                1.20%       1.75%       0.90%       0.85%      0.85%       1.20%       1.00%   
===============================================================================================================================

-------------------                                                             
Notes:                                                                          

(1)Deducted upon a withdrawal  with respect to amounts in excess of the 15% (10%
   under the Assured Payment Option and APO Plus) free corridor amount, and upon
surrender of a Certificate. See "Withdrawal Charge" in Part 6.            

(2)A portion  of this  charge is for  providing  the  Guaranteed  Minimum  Death
Benefit. See "Mortality and Expense Risks Charge" in Part 6.              

(3)We reserve the right to increase this charge to an annual rate of 0.35%,  the
maximum permitted under the Certificates.                                 

(4)The  0.30%  charge  is for the  baseBUILDER  with  the "6% Roll Up to Age 80"
   Guaranteed  Minimum  Death  Benefit  and  the  "Annual  Ratchet  to  Age  80"
   Guaranteed Minimum Death Benefit. The charge for the baseBUILDER with the "6%
   Roll Up to Age 70"  Guaranteed  Minimum Death Benefit,  available  under only
   Traditional IRA Certificates, is 0.15%. See "baseBUILDER Benefits" in Part 4.
   If the  baseBUILDER  is elected,  this  charge is  deducted  annually on each
   Processing  Date.  See  "baseBUILDER  Benefits  Charge"  in Part  6.  For the
   description  of the  Guaranteed  Minimum  Income  Benefit  benefit base,  see
"Guaranteed Minimum Income Benefit Benefit Base" in Part 5.               

(5)The  Class IB  shares  of HRT and  EQAT are  subject  to fees  imposed  under
   distribution plans (herein,  the "Rule 12b-1 Plans" ) adopted by HRT and EQAT
   pursuant to Rule 12b-1 under the Investment  Company Act of 1940, as amended.
   The Rule 12b-1 Plans provide that HRT and EQAT,  on behalf of each  Portfolio
   (other than the Alliance Small Cap Growth Portfolio of HRT), may pay annually
   up to 0.25% of the average  daily net assets of a Portfolio  attributable  to
   its Class IB shares in respect of activities  primarily intended to result in
   the sale of the Class IB shares.  The 12b-1 fee will not be increased for the
   life of the  Certificates.  The Rule  12b-1 Plan for the  Alliance  Small Cap
   Growth  Portfolio of HRT provides that Equitable  Distributors  Inc.  ("EDI")
   will  receive  an  annual  fee not to exceed  the  lesser of (a) 0.25% of the
   average daily net assets of the Portfolio attributable to Class IB shares and
   (b) an amount  that,  when added to certain  other  expenses  of the Class IB
   shares,  would  result in the ratio of expenses  to average  daily net assets
attributable to Class IB shares equalling 1.20%.                          

(6)Effective May 1, 1997, a new Investment  Advisory  Agreement was entered into
   between  HRT  and  Alliance  Capital  Management  L.P.  ("Alliance"),   HRT's
   Investment  Adviser,  which  effected  changes  in HRT's  management  fee and
   expense  structure.  See HRT's prospectus for more  information.  The amounts
   shown for the Portfolios of HRT are based on average daily net assets for the
   year ended  December 31, 1997 and have been  restated to reflect (i) the fees
   that would have been paid to  Alliance  if the  current  Investment  Advisory
   Agreement  had been in  effect  as of  January  1,  1997  and (ii)  estimated
   accounting  expenses for the year ending  December 31, 1997.  The  investment
   management  and advisory  fees for each  Portfolio may vary from year to year
   depending  upon the average daily net assets of the  respective  Portfolio of
   HRT. The maximum investment management and advisory fees, however,  cannot be
   increased without a vote of that Portfolio's  shareholders.  The other direct
   operating  expenses will also fluctuate from year to year depending on actual
expenses. See "HRT Charges to Portfolios" in Part 6.                      

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(7)All EQAT Portfolios  commenced  operations on May 1, 1997,  except the Morgan
   Stanley  Emerging  Markets Equity  Portfolio,  which commenced  operations on
   August 20, 1997, and the following Portfolios, which had initial seed capital
   invested on December 31, 1997: BT Equity 500 Index,  BT Small Company  Index,
and BT International Equity Index.                                        

   The maximum  investment  management and advisory fees for each EQAT Portfolio
   cannot be  increased  without a vote of that  Portfolio's  shareholders.  The
   amounts shown as "Other  Expenses" will fluctuate from year to year depending
   on actual expenses, however, EQ Financial Consultants, Inc. ("EQ Financial"),
   EQAT's manager, has entered into an expense limitation agreement with respect
   to each  Portfolio  ("Expense  Limitation  Agreement"),  pursuant to which EQ
   Financial  has agreed to waive or limit its fees and assume  other  expenses.
   Under the Expense  Limitation  Agreement,  total annual operating expenses of
   each  Portfolio   (other  than  interest,   taxes,   brokerage   commissions,
   capitalized expenditures, extraordinary expenses, and 12b-1 fees) are limited
   for the respective average daily net assets of each Portfolio as follows:  BT
   Equity 500 Index - 0.30%;  BT Small Company Index - 0.35%;  BT  International
   Equity - 0.55%; MFS Research,  MFS Emerging Growth  Companies,  Merrill Lynch
   Basic Value Equity,  EQ/Putnam  Growth & Income  Value,  T. Rowe Price Equity
   Income - 0.60%;  Merrill Lynch World Strategy and T. Rowe Price International
   - 0.95%; Morgan Stanley Emerging Markets Equity - 1.50%; EQ/Putnam Balanced -
0.65%; and Warburg Pincus Small Company - 0.75%.                          

   Absent the expense limitation, the "Other Expenses" for 1997 on an annualized
   basis for each of the following  Portfolios  would have been as follows:  MFS
   Emerging Growth Companies - 1.02%; MFS Research - 0.98%;  Merrill Lynch Basic
   Value Equity - 1.09%;  Merrill Lynch World  Strategy - 2.10%;  Morgan Stanley
   Emerging Markets Equity - 1.21%; EQ/Putnam Balanced - 1.75%; EQ/Putnam Growth
   & Income Value - 0.95%;  T. Rowe Price Equity  Income - 0.94%;  T. Rowe Price
   International  Stock - 1.56%; and Warburg Pincus Small Company Value - 0.80%.
   For EQAT Portfolios  which had initial seed capital  invested on December 31,
   1997,  the "Other  Expenses" for 1998 are estimated to be as follows  (absent
   the expense limitation):  BT Equity 500 Index - 0.29%; BT Small Company Index
   - 0.23%;  and BT  International  Equity Index - 0.47%.  See "EQAT  Charges to
Portfolios" in Part 6.                                                    

   Each Portfolio may at a later date make a  reimbursement  to EQ Financial for
   any of the management  fees waived or limited and other expenses  assumed and
   paid by EQ Financial  pursuant to the Expense  Limitation  Agreement provided
   that,  among other  things,  such  Portfolio has reached  sufficient  size to
   permit  such  reimbursement  to be made and  provided  that  the  Portfolio's
   current annual operating  expenses do not exceed the operating  expense limit
  determined for such Portfolio. See the EQAT prospectus for more information.

We may also offer Equitable Accumulator certificates, which have other features,
benefits and charges. A current prospectus for these other Equitable Accumulator
certificates, if available, may be obtained from your agent.                    

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EXAMPLES                                                                        
---------------                                                                 
The examples below show the expenses that a hypothetical  Certificate Owner (who
has (i) elected the baseBUILDER  with a 6% Roll Up to Age 80 Guaranteed  Minimum
Death Benefit or an Annual  Ratchet to Age 80  Guaranteed  Minimum Death Benefit
and (ii) has  elected  APO Plus)  would pay in the two  situations  noted  below
assuming a $1,000  contribution  invested in one of the Investment Funds listed,
and a 5% annual return on assets.(1)                                            

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

EXPENSES REFLECTING BASEBUILDER BENEFIT ELECTION

                                                        [Enlarge/Download Table]



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

                                IF YOU SURRENDER YOUR CERTIFICATE AT THE       IF YOU DO NOT SURRENDER YOUR CERTIFICATE AT     
                                END OF EACH PERIOD SHOWN, THE EXPENSES         THE END OF EACH PERIOD SHOWN, THE EXPENSES      
                                WOULD BE:                                      WOULD BE:                                       
                                1 YEAR     3 YEARS     5 YEARS     10 YEARS     1 YEAR     3 YEARS      5 YEARS     10 YEARS   
-------------------------------------------------------------------------------------------------------------------------------
HRT                                                                                                                            
---                                                                                                                            
                                                                                                                               
Alliance Conservative                                                                                                          
   Investors                    $ 91.78    $123.52     $158.32     $279.95      $24.96      $77.10     $132.34      $285.33    
Alliance Growth Investors         91.98     124.12      159.32      281.95       25.16       77.70      133.34       287.33    
Alliance Growth & Income          92.18     124.72      160.32      283.94       92.18      124.72      160.32       283.94    
Alliance Common Stock             90.29     119.04      150.82      264.87       23.47       72.61      124.83       270.24    
Alliance Global                   93.57     128.90      167.28      297.79       26.75       82.47      141.29       303.15    
Alliance International            97.05     139.29      184.51      331.58       30.23       92.86      158.52       336.94    
Alliance Aggressive Stock         91.98     124.12      159.32      281.95       25.16       77.70      133.34       287.33    
Alliance Small Cap Growth         95.76     135.44          --          --       28.94       89.01          --           --    
Alliance Money Market             90.19     118.74      150.32      263.86       23.37       72.31      124.33       269.23    
Alliance Intermediate Gov't                                                                                                    
   Securities                     91.88     123.82      158.82      280.95       25.06       77.40      132.84       286.33    
Alliance High Yield               92.68     126.22      162.82      288.92       25.86       79.79      136.83       294.28    

EQAT                                                                                                                           
----                                                                                                                           
BT Equity 500 Index               89.30     116.04          --          --       22.48       69.62          --           --    
BT Small Company Index            89.80     117.55          --          --       22.98       71.12          --           --    
BT International Equity Index     91.78     123.52          --          --       24.96       77.10          --           --    
MFS Emerging                                                                                                                   
   Growth Companies               92.28     125.02          --          --       25.46       78.59          --           --    
MFS Research                      92.28     125.02          --          --       25.46       78.59          --           --    
Merrill Lynch Basic Value                                                                                                      
   Equity                         92.28     125.02          --          --       25.46       78.59          --           --    
Merrill Lynch World Strategy      95.76     135.44          --          --       28.94       89.01          --           --    
Morgan Stanley Emerging                                                                                                        
   Markets Equity                101.22     151.65          --          --       34.40      105.23          --           --    
EQ/Putnam Balanced                92.78     126.52          --          --       25.96       80.09          --           --    
EQ/Putnam Growth & Income                                                                                                      
   Value                          92.28     125.02          --          --       25.46       78.59          --           --    
T. Rowe Price Equity Income       92.28     125.02          --          --       25.46       78.59          --           --    
T. Rowe Price                                                                                                                  
   International Stock            95.76     135.44          --          --       28.94       89.01          --           --    
Warburg Pincus                                                                                                                 
   Small Company Value            93.77     129.49          --          --       26.95       83.07          --           --    

-------------------                                                             
See footnote on next page.                                                      

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 EXPENSES REFLECTING APO PLUS ELECTION

                                                        [Enlarge/Download Table]



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

                                IF YOU SURRENDER YOUR CERTIFICATE AT THE       IF YOU DO NOT SURRENDER YOUR CERTIFICATE AT     
                                END OF EACH PERIOD SHOWN, THE EXPENSES         THE END OF EACH PERIOD SHOWN, THE EXPENSES      
                                WOULD BE:                                      WOULD BE:                                       
                                1 YEAR     3 YEARS     5 YEARS     10 YEARS     1 YEAR     3 YEARS      5 YEARS     10 YEARS   
-------------------------------------------------------------------------------------------------------------------------------
HRT                                                                                                                            
---                                                                                                                            
                                                                                                                               
Alliance Common Stock            $90.29    $119.04     $150.82     $264.87      $23.47      $72.61     $124.83      $270.24    
Alliance Equity Index             89.90     117.85      148.82      260.81       23.08       71.42      122.83       266.19    

-------------------                                                             
Note:                                                                           

(1)The amount accumulated from the $1,000  contribution could not be paid in the
   form of an annuity at the end of any of the periods shown in the examples. If
   the amount applied to purchase an annuity is less than $2,000, or the initial
   payment is less than $20,  we may pay the amount to the payee in a single sum
   instead of as payments  under an annuity  form.  See  "Annuity  Benefits  and
   Payout  Annuity  Options" in Part 5. The examples do not reflect  charges for
   applicable  taxes  such as  state  or local  premium  taxes  that may also be
deducted in certain jurisdictions.                                        

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--------------------------------------------------------------------------------
PART 1: EQUITABLE LIFE, THE SEPARATE ACCOUNT
AND THE INVESTMENT FUNDS
--------------------------------------------------------------------------------

EQUITABLE LIFE                                                                  

Equitable  Life is a New York  stock  life  insurance  company  that has been in
business since 1859. For more than 100 years we have been among the largest life
insurance  companies  in the United  States.  Our home office is located at 1290
Avenue of the Americas, New York, New York 10104. We are authorized to sell life
insurance and annuities in all fifty  states,  the District of Columbia,  Puerto
Rico and the U.S.  Virgin  Islands.  We maintain  local offices  throughout  the
United  States.                                                                 

Equitable  Life  is  a  wholly  owned  subsidiary  of  The  Equitable  Companies
Incorporated  (THE  HOLDING  COMPANY).  The largest  shareholder  of the Holding
Company is AXA-UAP  (AXA).  As of December  31,  1997,  AXA  beneficially  owned
approximately  58.7% of the  outstanding  common  stock of the Holding  Company.
Under its investment  arrangements  with Equitable Life and the Holding Company,
AXA is able to exercise  significant  influence  over the operations and capital
structure of the Holding Company and its subsidiaries, including Equitable Life.
AXA, a French  company,  is the holding  company for an  international  group of
insurance and related financial service companies.                              

Equitable Life, the Holding Company and their subsidiaries managed approximately
$274.1  billion of assets as of  December  31,  1997.                           

SEPARATE  ACCOUNT  NO. 45                                                       

Separate  Account No. 45 is  organized  as a unit  investment  trust,  a type of
investment company,  and is registered with the SEC under the Investment Company
Act of 1940,  as amended  (1940  ACT).  This  registration  does not involve any
supervision by the SEC of the management or investment  policies of the Separate
Account.  The  Separate  Account has  several  Investment  Funds,  each of which
invests in shares of a corresponding  Portfolio of HRT and EQAT. Because amounts
allocated to the  Investment  Funds are  invested in a mutual  fund,  investment
return and principal will  fluctuate and the  Certificate  Owner's  Accumulation
Units may be worth more or less than the original cost when redeemed.           

Under the New York Insurance Law, the portion of the Separate  Account's  assets
equal to the reserves and other liabilities relating to the Certificates are not
chargeable  with  liabilities  arising out of any other business we may conduct.
Income,  gains or losses,  whether or not realized,  from assets of the Separate
Account are credited to or charged  against the Separate  Account without regard
to our other income gains or losses.  This means that assets supporting  Annuity
Account  Value in the  Separate  Account are not subject to claims of  Equitable
Life's creditors. We are the issuer of the Certificates, and the obligations set
forth in the Certificates (other than those of Annuitants or Certificate Owners)
are our obligations.                                                            

In addition to contributions made under the Certificates, we may allocate to the
Separate  Account  monies  received  under  other  contracts,  certificates,  or
agreements.  Owners  of all such  contracts,  certificates  or  agreements  will
participate  in the Separate  Account in  proportion to the amounts they have in
the Investment Funds that relate to their contracts, certificates or agreements.
We may retain in the Separate  Account assets that are in excess of the reserves
and  other  liabilities  relating  to the  Certificates  or to other  contracts,
certificates  or  agreements,  or we may  transfer  the  excess  to our  General
Account.                                                                        

We reserve the right,  subject to  compliance  with  applicable  law: (1) to add
Investment Funds (or sub-funds of Investment  Funds) to, or to remove Investment
Funds (or  sub-funds)  from,  the  Separate  Account,  or to add other  separate
accounts;  (2) to combine any two or more Investment Funds or sub-funds thereof;
(3) to  transfer  the  assets  we  determine  to be the  share  of the  class of
contracts to which the  Certificates  belong from any Investment Fund to another
Investment Fund; (4) to operate the Separate Account or any Investment Fund as a
management  investment  company  under the 1940 Act,  in which case  charges and
expenses that  otherwise  would be assessed  against an  underlying  mutual fund
would be assessed against the Separate  Account;  (5) to deregister the Separate
Account  under  the 1940  Act,  provided  that  such  action  conforms  with the
requirements  of applicable  law; (6) to restrict or eliminate any voting rights
as to the Separate  Account;  and (7) to cause one or more  Investment  Funds to
invest  some or all of their  assets in one or more other  trusts or  investment
companies.  If any  changes  are made that  result in a  material  change in the
underlying  investment  policy of an  Investment  Fund,  you will be notified as
required  by law.                                                               

THE  TRUSTS                                                                     

The Trusts are open-end  management  investment  companies  registered under the
1940 Act, more commonly  called mutual funds. As a "series" type of             

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mutual fund, each Trust issues several  different series of stock, each of which
relates to a different  Portfolio of that Trust.  HRT  commenced  operations  in
January 1976 with a predecessor  of its Alliance  Common Stock  Portfolio.  EQAT
commenced  operations on May 1, 1997.  The Trusts do not impose sales charges or
"loads"  for  buying  and  selling  their   shares.   All  dividends  and  other
distributions  on a Portfolio's  shares are  reinvested  in full and  fractional
shares of the Portfolio to which they relate.  Each  Investment  Fund invests in
Class IB shares of a corresponding Portfolio. All of the Portfolios,  except for
the Morgan Stanley Emerging Markets Equity  Portfolio,  are diversified for 1940
Act  purposes.  The Board of Trustees of HRT and EQAT may  establish  additional
Portfolios  or  eliminate  existing   Portfolios  at  any  time.  More  detailed
information   about  the  Trusts,   their   investment   objectives,   policies,
restrictions,  risks,  expenses,  their  respective Rule 12b-1 Plans relating to
their respective Class IB shares, and other aspects of their operations, appears
in the HRT prospectus  (beginning  after this  prospectus),  the EQAT prospectus
(beginning  after the HRT  prospectus),  or in their  respective  Statements  of
Additional  Information,  which are available  upon  request.                   

HRT'S MANAGER AND ADVISER                                                       

HRT is managed and its  Portfolios  are advised by Alliance  Capital  Management
L.P. (ALLIANCE), which is registered with the SEC as an investment adviser under
the Investment  Advisers Act of 1940, as amended  (ADVISERS ACT).               

In its role as manager  of HRT,  Alliance  has  overall  responsibility  for the
general management and administration of HRT, including  selecting the portfolio
managers for HRT's Portfolios, monitoring their investment programs and results,
reviewing brokerage matters,  performing fund accounting,  overseeing compliance
by HRT with various Federal and state statutes,  and carrying out the directives
of its Board of  Trustees.  With the  approval of HRT's  Trustees,  Alliance may
enter into agreements with other companies to assist with its administrative and
management responsibilities to HRT.                                             

As adviser for all HRT  Portfolios,  Alliance is responsible  for developing the
Portfolios' investment programs, making investment decisions for the Portfolios,
placing all orders for the purchase and sale of those investments and performing
certain limited related administrative functions.                               

ALLIANCE CAPITAL MANAGEMENT L.P.                                                

Alliance,  a  leading  international  investment  adviser,  provides  investment
management and consulting services to mutual funds,  endowment funds,  insurance
companies,  foreign entities,  qualified and non-tax qualified  corporate funds,
public and private pension and profit-sharing plans,  foundations and tax-exempt
organizations.                                                                  

Alliance is a publicly traded limited partnership  incorporated in Delaware.  On
December 31, 1997, Alliance was managing approximately $218.7 billion in assets.
Alliance employs 223 investment  professionals,  including 83 research analysts.
Portfolio  managers  have average  investment  experience of more than 14 years.

Alliance is an indirect,  majority-owned  subsidiary of Equitable  Life, and its
main  office is  located at 1345  Avenue of the  Americas,  New York,  NY 10105.
Additional information regarding Alliance is located in the HRT prospectus which
directly follows this prospectus.                                               

EQAT'S MANAGER                                                                  

EQ Financial  Consultants,  Inc. (EQ FINANCIAL),  subject to the supervision and
direction of the Board of Trustees of EQAT, has overall  responsibility  for the
general  management  and  administration  of EQAT. EQ Financial is an investment
adviser registered under the Advisers Act, and a broker-dealer  registered under
the Exchange Act. EQ Financial currently furnishes specialized investment advice
to other  clients,  including  individuals,  pension and  profit-sharing  plans,
trusts, charitable organizations,  corporations, and other business entities. EQ
Financial is a Delaware corporation and an indirect,  wholly owned subsidiary of
Equitable  Life.                                                                

EQ Financial is responsible for providing management and administrative services
to EQAT and selects the investment advisers for EQAT's Portfolios,  monitors the
EQAT  advisers'  investment  programs and results,  reviews  brokerage  matters,
oversees compliance by EQAT with various Federal and state statutes, and carries
out the directives of its Board of Trustees.  EQ Financial  Consultants,  Inc.'s
main  office is  located at 1290  Avenue of the  Americas,  New York,  NY 10104.

Pursuant to a service agreement,  Chase Global Funds Services Company assists EQ
Financial in the performance of its administrative responsibilities to EQAT with
other necessary administrative,  fund accounting and compliance services.       

EQAT'S  INVESTMENT  ADVISERS                                                    

Bankers Trust Company,  Massachusetts Financial Services Company,  Merrill Lynch
Asset Management,  L.P., Morgan Stanley Asset Management Inc., Putnam Investment
Management  Inc.,  T.  Rowe  Price  Associates,  Inc.,  and  Rowe  Price-Fleming
International,  Inc.,  and Warburg Pincus Asset  Management,  Inc. serve as EQAT
advisers only for their respective EQAT Portfolios.                             

Each EQAT adviser  furnishes  EQAT's manager,  EQ Financial,  with an investment
program  (updated  periodically)  for each of its Portfolios,  makes  investment
decisions on behalf of its EQAT  Portfolios,  places all                        

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orders for the purchase and sale of investments for the Portfolio's account with
brokers or dealers  selected by such  adviser and may  perform  certain  limited
related  administrative  functions.                                             

The assets of each Portfolio are allocated currently among the EQAT advisers. If
an EQAT  Portfolio  shall at any time  have  more  than  one EQAT  adviser,  the
allocation of an EQAT  Portfolio's  assets among EQAT advisers may be changed at
any time by EQ Financial.                                                       

BANKERS TRUST COMPANY                                                           

Bankers Trust Company  (BANKERS  TRUST) is a wholly owned  subsidiary of Bankers
Trust New York Corporation  which was founded in 1903.  Bankers Trust conducts a
variety  of  general  banking  and  trust  activities  and is a major  wholesale
supplier of financial  services to the international and domestic  institutional
markets. Bankers Trust advises BT Equity 500 Index, a domestic equity portfolio,
BT Small Company Index, an aggressive  equity  portfolio,  and BT  International
Equity  Index,  an  international  equity  portfolio.  As of December  31, 1997,
Bankers  Trust had  approximately  $317.8  billion  in assets  under  management
worldwide.  The  executive  offices of Bankers  Trust are located at 130 Liberty
Street (One Bankers Trust Plaza),  New York, NY 10006.                          

MASSACHUSETTS  FINANCIAL SERVICES  COMPANY                                      

Massachusetts  Financial  Services Company (MFS) is America's oldest mutual fund
organization,  whose  assets  under  management  as of  December  31,  1997 were
approximately  $70.2 billion on behalf of more than 2.7 million  investors.  MFS
advises MFS  Research,  a domestic  equity  portfolio,  and MFS Emerging  Growth
Companies, an aggressive equity portfolio.  MFS is an indirect subsidiary of Sun
Life Assurance Company of Canada and is located at 500 Boylston Street,  Boston,
MA 02116.                                                                       

MERRILL LYNCH ASSET MANAGEMENT,  L.P.                                           

Founded in 1976,  Merrill  Lynch Asset  Management,  L.P.  (MLAM) is a dedicated
asset management  affiliate of Merrill Lynch & Co., Inc., a financial management
and advisory company with more than a century of experience.  As of December 31,
1997, MLAM, along with its advisory  affiliates held  approximately $278 billion
in investment company and other portfolio assets under management.  MLAM advises
Merrill  Lynch Basic Value  Equity,  a domestic  equity  portfolio  with a value
approach to investing, and Merrill Lynch World Strategy, a global flexible asset
allocation  portfolio  that  invests in  equities  and fixed  income  securities
worldwide.  The company is located at 800  Scudders  Mill Road,  Plainsboro,  NJ
08543-9011.                                                                     

MORGAN STANLEY ASSET MANAGEMENT INC.                                            

Morgan Stanley Asset  Management Inc. (MSAM) provides a broad range of portfolio
management  services to customers in the United  States and abroad and serves as
an investment adviser to numerous open-end and closed-end  investment companies.
MSAM,  together  with  its  affiliated   institutional   investment   management
companies,  had  approximately  $146  billion  in assets  under  management  and
fiduciary care as of December 31, 1997.  MSAM advises  Morgan  Stanley  Emerging
Markets  Equity,  an  international  equity  portfolio.  MSAM is a subsidiary of
Morgan Stanley, Dean Witter & Co. and is located at 1221 Avenue of the Americas,
New  York,  NY 10020.                                                           

PUTNAM  INVESTMENT  MANAGEMENT,  INC.                                           

Putnam Investment Management, Inc. (PUTNAM) has been managing mutual funds since
1937. As of December 31, 1997, Putnam and its affiliates  managed more than $235
billion in assets.  Putnam advises EQ/Putnam Balanced, a balanced stock and bond
portfolio and  EQ/Putnam  Growth & Income Value,  a domestic  equity  portfolio.
Putnam is an indirect  subsidiary  of Marsh & McLennan  Companies,  Inc.  and is
located at One Post Office Square,  Boston,  MA 02109.                          

T. ROWE  PRICE  ASSOCIATES,  INC.  AND ROWE  PRICE-FLEMING  INTERNATIONAL,  INC.

Founded  in 1937,  T. Rowe Price  Associates,  Inc.  (T.  ROWE  PRICE)  provides
investment management to both individuals and institutions. With its affiliates,
assets under  management were over $126 billion as of December 31, 1997. T. Rowe
Price advises T. Rowe Price Equity  Income,  a domestic  equity  portfolio.  The
company  is  located  at 100  East  Pratt  Street,  Baltimore,  MD  21202.      

Rowe Price-Fleming  International,  Inc., (PRICE-FLEMING) was founded as a joint
venture between T. Rowe Price and Robert Fleming  Holdings,  Ltd., a diversified
British investment organization.  Price-Fleming's  predominately non-U.S. assets
under management were the equivalent to approximately $30 billion as of December
31,  1997.   Price-Fleming   advises  T.  Rowe  Price  International  Stock,  an
international  equity  portfolio,  and is  located  at 100  East  Pratt  Street,
Baltimore, MD 21202.                                                            

WARBURG PINCUS ASSET  MANAGEMENT,  INC.                                         

Warburg  Pincus  Asset  Management,  Inc.  (WPAM) is a  professional  investment
advisory firm which provides services to investment companies,  employee benefit
plans,  endowment funds,  foundations,  and other  institutions and individuals.
Assets under  management  were  approximately  $19.6  billion as of December 31,
1997.  WPAM is  indirectly  controlled  by  Warburg,  Pincus  & Co.,  a New York
partnership,  which serves as a holding  company of WPAM.  WPAM advises  Warburg
Pincus Small Company  Value,  an  aggressive  equity  portfolio.  The company is
located at 466 Lexington Avenue, New York, NY 10017.                            

Additional  information  regarding each of the companies  which serve as an EQAT
adviser appears in the EQAT prospectus beginning after the HRT prospectus.      

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INVESTMENT POLICIES AND OBJECTIVES OF HRT'S PORTFOLIOS AND EQAT'S PORTFOLIOS    

Each Portfolio has a different investment objective which it tries to achieve by
following  separate  investment  policies.  The policies and  objectives of each
Portfolio will affect its return and its risks. There is no guarantee that these
objectives  will be  achieved.  Set forth  below is a summary of the  investment
policies  and  objectives  of each  Portfolio.  This summary is qualified in its
entirety  by  reference  to the  prospectuses  for HRT and  EQAT,  both of which
accompany this  prospectus.  Please read the prospectuses for each of the trusts
carefully before investing.                                                     

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-------------------------------------------------------------------------------------------------------------------------------
           HRT PORTFOLIO                             INVESTMENT POLICY                                OBJECTIVE                
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               

Alliance Conservative                 Diversified mix of publicly traded equity and       High total return without, in the    
   Investors                          debt securities.                                    adviser's opinion, undue risk to     
                                                                                          principal                            
-------------------------------------------------------------------------------------------------------------------------------
Alliance Growth Investors             Diversified mix of publicly traded equity and       High total return consistent with    
                                      fixed-income securities, including at times         the adviser's determination of       
                                      common stocks issued by intermediate- and           reasonable risk                      
                                      small-sized companies and at times                                                       
                                      lower-quality fixed-income securities commonly                                           
                                      known as "junk bonds."                                                                   
-------------------------------------------------------------------------------------------------------------------------------
Alliance Growth & Income              Primarily income producing common stocks and        High total return through a          
                                      securities convertible into common stocks.          combination of current income and    
                                                                                          capital appreciation                 
-------------------------------------------------------------------------------------------------------------------------------
Alliance Common Stock                 Primarily common stock and other equity-type        Long-term growth of capital and      
                                      instruments.                                        increasing income                    
-------------------------------------------------------------------------------------------------------------------------------
Alliance Global                       Primarily  equity   securities  of non-United       Long-term growth of capital          
                                      Long-term  growth  of  capital States as                                                 
                                      well as United States companies.                                                         
-------------------------------------------------------------------------------------------------------------------------------
Alliance International                Primarily equity securities selected                Long-term growth of capital          
                                      principally to permit participation in                                                   
                                      non-United States companies with prospects for                                           
                                      growth.                                                                                  
-------------------------------------------------------------------------------------------------------------------------------
Alliance Aggressive Stock             Primarily common stocks and other equity-type       Long-term growth of capital          
                                      securities issued by quality small- and                                                  
                                      intermediate-sized companies with strong growth                                          
                                      prospects and in covered options on those                                                
                                      securities.                                                                              
-------------------------------------------------------------------------------------------------------------------------------
Alliance Small Cap Growth             Primarily U.S. common stocks and other              Long-term growth of capital          
                                      equity-type securities issued by smaller                                                 
                                      companies that, in the opinion of the adviser,                                           
                                      have favorable growth prospects.                                                         
-------------------------------------------------------------------------------------------------------------------------------
Alliance Money Market                 Primarily high-quality U.S. dollar-denominated      High level of current income         
                                      money market instruments.                           while preserving assets and          
                                                                                          maintaining liquidity                
-------------------------------------------------------------------------------------------------------------------------------
Alliance Intermediate                 Primarily debt securities issued or guaranteed      High current income consistent       
   Government Securities              as to principal and interest by the U.S.            with relative stability of           
                                      government or any of its agencies or                principal                            
                                      instrumentalities. Each investment will have a                                           
                                      final maturity of not more than 10 years or a                                            
                                      duration not exceeding that of a 10-year                                                 
                                      Treasury note.                                                                           
-------------------------------------------------------------------------------------------------------------------------------
Alliance High Yield                   Primarily a diversified mix of high-yield,          High return by maximizing current    
                                      fixed-income securities which generally involve     income and, to the extent            
                                      greater volatility of price and risk of             consistent with that objective,      
                                      principal and income than higher-quality            capital appreciation                 
                                      fixed-income securities. Lower-quality debt                                              
                                      securities are commonly known as "junk bonds."                                           
-------------------------------------------------------------------------------------------------------------------------------

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           HRT PORTFOLIO                                                                                                        
   AVAILABLE ONLY UNDER APO PLUS                     INVESTMENT POLICY                                OBJECTIVE                 
------------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                                
Alliance Equity Index                 Selected securities in the Standard & Poor's        Total return (before trust and        
                                      500 Composite Stock Price Index ("S&P 500")         separate account expenses) that       
                                      which the adviser believes will, in the             approximates the total return of      
                                      aggregate, approximate the performance results      the Index (including reinvestment     
                                      of the Index.                                       of dividends) at risk level           
                                                                                          consistent with that of the Index     
------------------------------------------------------------------------------------------------------------------------------- 


------------------------------------------------------------------------------------------------------------------------------- 
           EQAT PORTFOLIO                            INVESTMENT POLICY                                OBJECTIVE                 
------------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                                
BT Equity 500 Index                   Invest in a statistically selected sample of        Replicate as closely as possible      
                                      the 500 stocks included in the S&P 500.             (before the deduction of              
                                                                                          Portfolio expenses) the total         
                                                                                          return of the S&P 500                 
------------------------------------------------------------------------------------------------------------------------------- 
BT Small Company Index                Invest in a statistically selected sample of        Replicate as closely as possible      
                                      the 2,000 stocks included in the Russell 2000       (before the deduction of              
                                      Index ("Russell 2000").                             Portfolio expenses) the total         
                                                                                          return of the Russell 2000            
------------------------------------------------------------------------------------------------------------------------------- 
BT International Equity Index         Invest in a statistically selected sample of        Replicate as closely as possible      
                                      the securities of companies included in the         (before the deduction of              
                                      Morgan Stanley Capital International Europe,        Portfolio expenses) the total         
                                      Australia, Far East Index ("EAFE"), although        return of the EAFE                    
                                      not all companies within a country will be                                                
                                      represented in the Portfolio at the same time.                                            
------------------------------------------------------------------------------------------------------------------------------- 
MFS Emerging Growth                   Primarily (i.e., at least 80% of its assets         Long-term growth of capital           
   Companies                          under normal circumstances) in common stocks of                                           
                                      emerging growth companies that the adviser                                                
                                      believes are early in their life cycle but                                                
                                      which have the potential to become major                                                  
                                      enterprises.                                                                              
------------------------------------------------------------------------------------------------------------------------------- 
MFS Research                          A substantial portion of assets invested in         Long-term growth of capital and       
                                      common stock or securities convertible into         future income                         
                                      common stock of companies  believed by the                                                
                                      adviser to  possess  better  than  average                                                
                                      prospects for long-term growth.                                                           
------------------------------------------------------------------------------------------------------------------------------- 
Merrill Lynch Basic  Value            Investment  in securities,  primarily               Capital appreciation and, secondarily,
   Equity                             equities, that   the   adviser believes             income                                
                                      are undervalued and  therefore represent                                                  
                                      basic investment value.                                                                   
------------------------------------------------------------------------------------------------------------------------------- 
Merrill Lynch World Strategy          Investment primarily in a portfolio of equity       High total investment return          
                                      and fixed-income securities, including                                                    
                                      convertible securities, of U.S. and foreign                                               
                                      issuers.                                                                                  
------------------------------------------------------------------------------------------------------------------------------- 
Morgan Stanley Emerging Markets       Primarily equity securities of emerging market      Long-term capital appreciation        
   Equity                             country issuers with a focus on those in which                                            
                                      the adviser believes the economies are                                                    
                                      developing strongly and in which the markets                                              
                                      are becoming more sophisticated.                                                          
------------------------------------------------------------------------------------------------------------------------------- 
EQ/Putnam Balanced                    A well-diversified portfolio of stocks and          Balanced investment                   
                                      bonds that will produce both capital growth and                                           
                                      current income.                                                                           
------------------------------------------------------------------------------------------------------------------------------- 

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     EQAT PORTFOLIO (CONTINUED)                      INVESTMENT POLICY                                OBJECTIVE                
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
EQ/Putnam Growth                      Primarily common stocks that offer potential        Capital growth and, secondarily,     
   & Income Value                     for capital growth and may, consistent with the     current income                       
                                      Portfolio's investment objective, invest in                                              
                                      common stocks that offer potential for current                                           
                                      income.                                                                                  
-------------------------------------------------------------------------------------------------------------------------------
T. Rowe Price Equity Income           Primarily dividend paying common stocks of          Substantial dividend income and      
                                      established companies.                              also capital appreciation            
-------------------------------------------------------------------------------------------------------------------------------
T. Rowe Price International Stock     Primarily common stocks of established              Long-term growth of capital          
                                      non-United States companies.                                                             
-------------------------------------------------------------------------------------------------------------------------------
Warburg Pincus Small                  Primarily in a portfolio of equity securities       Long-term capital appreciation       
   Company Value                      of small capitalization companies (i.e.,                                                 
                                      companies having market capitalizations of                                               
                                      $1  billion or less at the time of initial                                               
                                      purchase) that the adviser considers to be                                               
                                      relatively undervalued.                                                                  
-------------------------------------------------------------------------------------------------------------------------------

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--------------------------------------------------------------------------------
 PART 2: THE GUARANTEED PERIOD ACCOUNT
--------------------------------------------------------------------------------

GIROS                                                                           

Each  amount  allocated  to a GIRO  and  held  to  the  GIRO's  Expiration  Date
accumulates  interest  at a  Guaranteed  Rate.  The  Guaranteed  Rate  for  each
allocation is the annual  interest rate  applicable to new  allocations  to that
GIRO,  which was in effect on the Transaction  Date for the  allocation.  We may
establish different Guaranteed Rates under other classes of Certificates. We use
the term  GUARANTEED  PERIOD  AMOUNT  to refer to the  amount  allocated  to and
accumulated in each GIRO.  The Guaranteed  Period Amount is reduced or increased
by any market value adjustment as a result of withdrawals,  transfers or charges
(see below).                                                                    

Your  Guaranteed  Period Account  contains the GIROs to which you have allocated
Annuity Account Value.  On the Expiration Date of a GIRO, its Guaranteed  Period
Amount and its value in the  Guaranteed  Period  Account are equal.  We call the
Guaranteed  Period Amount on an Expiration  Date the GIRO's  Maturity  Value. We
report the Annuity  Account Value in your  Guaranteed  Period Account to reflect
any market value  adjustment  that would apply if all Guaranteed  Period Amounts
were  withdrawn as of the  calculation  date.  The Annuity  Account Value in the
Guaranteed  Period  Account  with  respect  to the  GIROs on any  Business  Day,
therefore,  will be the sum of the present  value of the Maturity  Value in each
GIRO,  using the Guaranteed Rate in effect for new allocations to each such GIRO
on such date.                                                                   

GIROs and Expiration Dates                                                      

We currently  offer GIROs ending on February 15th for each of the maturity years
1999 through 2008.  Not all of these GIROs will be available for Annuitant  ages
76 and above. See "Allocation of  Contributions"  in Part 4. Also, the GIROs may
not be available for investment in all states.  As GIROs expire we expect to add
maturity years so that generally 10 are available at any time.                  

Under the Assured  Payment  Option and APO Plus, in addition to the GIROs above,
GIROs ending on February  15th for each of the maturity  years 2009 through 2013
are available.                                                                  

We will not accept allocations to a GIRO if, on the Transaction Date:           

o Such  Transaction  Date and the Expiration  Date for such GIRO fall within the
same calendar year.                                                         

o  The Guaranteed Rate is 3%.                                                   

o The GIRO has an Expiration Date beyond the February 15th immediately following
the Annuity Commencement Date.                                              

Guaranteed Rates and Price Per $100 of Maturity Value                           

Because  the  Maturity  Value  of a  contribution  allocated  to a  GIRO  can be
determined at the time it is made,  you can determine the amount  required to be
allocated  to a GIRO in order to produce a target  Maturity  Value  (assuming no
transfers or withdrawals are made and no charges are allocated to the GIRO). The
required  amount is the present value of that Maturity  Value at the  Guaranteed
Rate on the Transaction Date for the  contribution,  which may also be expressed
as the price per $100 of Maturity Value on such Transaction Date.               

Guaranteed  Rates for new allocations as of April 15, 1998 and the related price
per $100 of Maturity Value for each currently available GIRO were as follows:   

-------------------------------------------------------------                   
GUARANTEE                                                           
PERIODS WITH          GUARANTEED                                        
EXPIRATION DATE        RATE AS OF            PRICE                        
FEBRUARY 15TH OF        APRIL 15,          PER $100 OF                      
MATURITY YEAR            1998          MATURITY VALUE                   
-------------------------------------------------------------                   
1999                  4.48%             $96.39                  
2000                  4.59               92.08                  
2001                  4.64               87.91                  
2002                  4.68               83.89                  
2003                  4.73               79.95                  
2004                  4.80               76.04                  
2005                  4.81               72.50                  
2006                  4.83               69.07                  
2007                  4.86               65.72                  
2008                  4.86               62.68                  
-------------------------------------------------------------                   

Available under the Assured Payment Option and APO Plus                         
-------------------------------------------------------------                   
2009                  4.75%             $60.45                  
2010                  4.75               57.71                  
2011                  4.75               55.09                  
2012                  4.75               52.59                  
2013                  4.75               50.20                  
-------------------------------------------------------------                   

Allocation among GIROs                                                          

The same  approach as described  above may also be used to determine  the amount
which you  would  need to  allocate  to each GIRO in order to create a series of
constant Maturity Values for two or more years.                                 

For example,  if you wish to have $100 mature on February  15th of each of years
1999 through 2003,  then according to the above table the lump sum  contribution

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you would have to make as of April 15,  1998  would be  $440.22  (the sum of the
prices  per $100 of  Maturity  Value for each  maturity  year from 1999  through
2003).                                                                          

The  above  example  is  provided  to  illustrate   the  use  of  present  value
calculations.  It does not take into  account  the  potential  for charges to be
deducted, withdrawals or transfers to be made from GIROs or for the market value
adjustment that would apply to such  transactions.  Actual  calculations will be
based on Guaranteed Rates on each actual Transaction Date, which may differ.    

Options at Expiration Date                                                      

We will notify you on or before  December 31st prior to the  Expiration  Date of
each GIRO in which you have any Guaranteed  Period Amount.  You may elect one of
the following  options to be effective at the  Expiration  Date,  subject to the
restrictions set forth on the prior page and under "Allocation of Contributions"
in Part 4:                                                                      

     (a) to transfer the Maturity Value into any GIRO we are then  offering,  or
into any of our Investment Funds; or                          

     (b) to withdraw the Maturity Value (subject to any withdrawal charges which
may apply).                                                   

If we have not received your election as of the  Expiration  Date,  the Maturity
Value in the expired  GIRO will be  transferred  into the GIRO with the earliest
Expiration Date.                                                                

MARKET VALUE  ADJUSTMENT  FOR TRANSFERS,  WITHDRAWALS OR SURRENDER  PRIOR TO THE
EXPIRATION DATE                                                                 

Any withdrawal (including transfers, surrender and deductions) from a GIRO prior
to its  Expiration  Date will cause any remaining  Guaranteed  Period Amount for
that GIRO to be increased or decreased by a market value adjustment.  The amount
of the adjustment  will depend on two factors:  (a) the  difference  between the
Guaranteed Rate applicable to the amount being withdrawn and the Guaranteed Rate
on the  Transaction  Date for new allocations to a GIRO with the same Expiration
Date,  and (b) the  length of time  remaining  until  the  Expiration  Date.  In
general,  if  interest  rates  have  risen  between  the time when an amount was
originally  allocated to a GIRO and the time it is  withdrawn,  the market value
adjustment will be negative,  and vice versa;  and the longer the period of time
remaining until the Expiration Date, the greater the impact of the interest rate
difference.  Therefore, it is possible that a significant rise in interest rates
could result in a  substantial  reduction in your Annuity  Account  Value in the
Guaranteed Period Account related to longer-term GIROs.                         

The market value adjustment  (positive or negative)  resulting from a withdrawal
of all funds from a GIRO will be determined for each  contribution  allocated to
that Period as follows:                                                         

(1) We determine the present value of the Maturity Value on the Transaction Date
as follows:                                                             

     (a) We determine the Guaranteed  Period Amount that would be payable on the
Expiration Date, using the applicable Guaranteed Rate.        

     (b) We  determine  the  period   remaining  in  your  GIRO  (based  on  the
         Transaction Date) and convert it to fractional years based on a 365-day
year. For example, three years and 12 days becomes 3.0329.    

    (c) We  determine  the  current  Guaranteed  Rate  which  applies  on  the
Transaction Date to new allocations to the same GIRO.         

     (d) We determine the present value of the Guaranteed  Period Amount payable
         at the Expiration Date, using the period determined in (b) and the rate
determined in (c).                                            

(2) We determine the Guaranteed Period Amount as of the current date.           

(3) We subtract  (2) from the result in (1)(d).  The result is the market  value
adjustment applicable to such GIRO, which may be positive or negative.  

The market value adjustment  (positive or negative)  resulting from a withdrawal
(including any withdrawal  charges) of a portion of the amount in a GIRO will be
a percentage  of the market value  adjustment  that would be  applicable  upon a
withdrawal  of all funds  from a GIRO.  This  percentage  is  determined  by (i)
dividing  the amount of the  withdrawal  or  transfer  from the GIRO by (ii) the
Annuity  Account  Value in such GIRO prior to the  withdrawal  or transfer.  See
Appendix I for an example.                                                      

The Guaranteed  Rate for new allocations to a GIRO is the rate we have in effect
for this purpose even if new  allocations  to that GIRO would not be accepted at
the time.  This  rate  will not be less than 3%. If we do not have a  Guaranteed
Rate in effect for a GIRO to which the "current Guaranteed Rate" in (1)(c) would
apply,  we will use the rate at the next closest  Expiration  Date. If we are no
longer offering new GIROs,  the "current  Guaranteed Rate" will be determined in
accordance with our procedures  then in effect.  For purposes of calculating the
market  value  adjustment  only,  we reserve the right to add up to 0.25% to the
current rate in (1)(c) above.                                                   

MODAL PAYMENT PORTION                                                           

(Applicable Only for the Assured Payment Option and APO Plus)                   

Under the Assured  Payment Option and APO Plus, a portion of your  contributions
or  Annuity  Account  Value is  allocated  to the Modal  Payment  Portion of the

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Guaranteed  Period Account for payments to be made prior to the Expiration  Date
of the  earliest  GIRO we then  offer.  Such  amount  will  accumulate  interest
beginning on the Transaction  Date at an interest rate we set.  Interest will be
credited daily. Such rate will not be less than 3%.                             

Upon the expiration of a GIRO, the Guaranteed  Period Amount will be held in the
Modal Payment Portion of the Guaranteed Period Account.  Amounts from an expired
GIRO held in the Modal Payment Portion of the Guaranteed  Period Account will be
credited with interest at a rate equal to the Guaranteed  Rate applicable to the
expired GIRO, beginning on the Expiration Date of such GIRO.                    

There is no market  value  adjustment  with respect to amounts held in the Modal
Payment Portion of the Guaranteed Period Account.                               

INVESTMENTS                                                                     

Amounts  allocated  to GIROs (or the Modal  Payment  Portion  of the  Guaranteed
Period Account under Traditional IRA and Roth IRA Certificates)  will be held in
a "nonunitized" separate account established by Equitable Life under the laws of
New York. This separate account provides an additional measure of assurance that
full payment of amounts due under the GIROs (or the Modal Payment Portion of the
Guaranteed Period Account under Traditional IRA and Roth IRA Certificates)  will
be made. Under the New York Insurance Law, the portion of the separate account's
assets  equal to the  reserves and other  contract  liabilities  relating to the
Certificates  are not  chargeable  with  liabilities  arising  out of any  other
business we may conduct.                                                        

Investments  purchased with amounts  allocated to the Guaranteed  Period Account
(and any earnings on those  amounts) are the  property of  Equitable  Life.  Any
favorable  investment  performance  on the assets held in the  separate  account
accrues  solely  to  Equitable  Life's  benefit.   Certificate   Owners  do  not
participate  in the  performance  of the assets held in this  separate  account.
Equitable  Life may,  subject  to  applicable  state  law,  transfer  all assets
allocated to the separate account to its general account.  Regardless of whether
assets  supporting  Guaranteed Period Accounts are held in a separate account or
our general account,  all benefits  relating to the Annuity Account Value in the
Guaranteed Period Account are guaranteed by Equitable Life.                     

Equitable Life has no specific formula for establishing the Guaranteed Rates for
the  GIROs.  Equitable  Life  expects  the rates to be  influenced  by,  but not
necessarily  correspond to, among other things,  the yields on the  fixed-income
securities  to be acquired  with amounts that are  allocated to the GIROs at the
time that the Guaranteed Rates are established.  Our current plans are to invest
such  amounts  in   fixed-income   obligations,   including   corporate   bonds,
mortgage-backed  and  asset-backed  securities  and government and agency issues
having durations in the aggregate consistent with those of the GIROs.           

Although the foregoing  generally describes Equitable Life's plans for investing
the assets  supporting  Equitable Life's  obligations under the fixed portion of
the  Certificates,  Equitable  Life is not  obligated  to  invest  those  assets
according to any  particular  plan except as may be required by state  insurance
laws, nor will the Guaranteed  Rates Equitable Life establishes be determined by
the performance of the nonunitized separate account.                            

General Account                                                                 

Our  general  account  supports  all  of our  policy  and  contract  guarantees,
including  those  applicable to the  Guaranteed  Period  Account and the Special
Dollar  Cost  Averaging  Account,  as well as our general  obligations.  Amounts
applied under the Life  Contingent  Annuity become part of the general  account.
See "Assured Payment Option," "Life Contingent Annuity," in Part 5.             

The general  account is subject to regulation  and  supervision by the Insurance
Department of the State of New York and to the insurance laws and regulations of
all jurisdictions where we are authorized to do business.  Because of applicable
exemptions and  exclusionary  provisions,  interests in the general account have
not been registered under the Securities Act of 1933, as amended (1933 ACT), nor
is the general  account an investment  company under the 1940 Act.  Accordingly,
neither  the  general  account  nor the Life  Contingent  Annuity  is subject to
regulation  under  the 1933 Act or the  1940  Act.  However,  the  market  value
adjustment interests under the Certificates are registered under the 1933 Act.  

We have  been  advised  that the  staff of the SEC has not made a review  of the
disclosure that is included in the prospectus for your  information that relates
to the general  account (other than market value  adjustment  interests) and the
Life  Contingent  Annuity.  The disclosure,  however,  may be subject to certain
generally  applicable  provisions of the Federal securities laws relating to the
accuracy and completeness of statements made in prospectuses.                   

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--------------------------------------------------------------------------------
 PART 3: THE SPECIAL DOLLAR COST AVERAGING ACCOUNT
--------------------------------------------------------------------------------

The Special  Dollar Cost  Averaging  Account is part of our general  account and
pays  interest at  guaranteed  rates.  The general  account  supports all of our
policy  and  contract  guarantees,  as well  as our  general  obligations.  See,
"General Account" under "Investments" in "Part 2: the Guaranteed Period Account"
for a discussion of our general account.                                        

The Special  Dollar Cost  Averaging  Account is only  available  for Dollar Cost
Averaging  of your  entire  initial  contribution.  Partial  allocation  of your
initial  contribution  and  transfer  of  amounts  into  this  Account  are  not
permitted. The Special Dollar Cost Averaging Account will not be available as an
Investment  Option under your  Certificate  after the first  Contract  Year. The
Special  Dollar Cost  Averaging  Account may not  currently be available in your
state.  See "Dollar  Cost  Averaging"  in Part 4.  Contributions  to the Special
Dollar Cost  Averaging  Account,  less  transfers  under the Special Dollar Cost
Averaging program are guaranteed by Equitable Life.                             

Interest is credited to the Special Dollar Cost  Averaging  Account every day at
the current  interest  rate.  Current  interest  rates are set  periodically  by
Equitable Life, at its  discretion,  according to procedures that Equitable Life
reserves the right to change. All interest rates are effective annual rates, but
before deduction of applicable withdrawal charges.                              

An interest rate is assigned to each  allocation of an initial  contribution  to
the Special  Dollar Cost  Averaging  Account  and the rate is  guaranteed  for a
Contract Year. The guaranteed  interest rate applicable under the Special Dollar
Cost Averaging  program is set forth in your  Certificate and will never be less
than 3%. See "Dollar Cost  Averaging"  in Part 4 for the rules and  restrictions
applicable to the Special Dollar Cost Averaging Account.                        

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PART 4: PROVISIONS OF THE CERTIFICATES AND SERVICES WE PROVIDE
--------------------------------------------------------------------------------

THE PROVISIONS DISCUSSED IN THIS PART 4 APPLY WHEN YOUR CERTIFICATE IS OPERATING
PRIMARILY TO ACCUMULATE  ANNUITY ACCOUNT VALUE.  UNDER  TRADITIONAL IRA AND ROTH
IRA  CERTIFICATES,  DIFFERENT RULES MAY APPLY WHEN YOU ELECT THE ASSURED PAYMENT
OPTION OR APO PLUS IN THE  APPLICATION  OR AS LATER  ELECTED  AS A  DISTRIBUTION
OPTION UNDER YOUR  TRADITIONAL  IRA OR ROTH IRA CERTIFICATE AS DISCUSSED IN PART
5.                                                                              

WHAT IS THE EQUITABLE ACCUMULATOR?                                              

The  Equitable  Accumulator  is a deferred  annuity  designed to provide for the
accumulation of retirement savings, and for income at a future date.  Investment
Options  available are Investment  Funds  providing  variable  returns and GIROs
providing  guaranteed  interest when held to maturity.  The Special  Dollar Cost
Averaging  Account  providing  guaranteed  interest is also available (in states
where  approved)  only for Dollar Cost  Averaging of your  initial  contribution
during the first Contract Year. Equitable Accumulator Certificates can be issued
as two different types of individual  retirement  annuities (IRAS),  TRADITIONAL
IRAS and ROTH IRAS, or non-qualified annuities (NQ). NQ Certificates may also be
used as an investment  vehicle for qualified  plans (QP). The provisions of your
Certificate  may be  restricted  by  applicable  laws or  regulations.  Roth IRA
Certificates  may not  currently  be  available  in your  state.  Your agent can
provide information about state availability,  or you may contact our Processing
Office.                                                                         

Earnings  generally  accumulate on a tax-deferred  basis until withdrawn or when
distributions  become  payable.  Withdrawals  made  prior  to 59 1/2 may also be
subject to tax penalty.                                                         

IRA CERTIFICATES                                                                

IRA  Certificates  are  available  for  Annuitant  issue ages 20 through 78. IRA
Certificates are not available in Puerto Rico.                                  

NQ CERTIFICATES                                                                 

NQ Certificates are available for Annuitant issue ages 0 through 83.            

QP CERTIFICATES                                                                 

When issued with the appropriate endorsement, an NQ Certificate may be purchased
by a plan qualified  under Section 401(a) or 401(k) of the Code.  Such purchases
may not be available in all states.  QP Certificates are available for Annuitant
issue ages 20 through 70. Plan fiduciaries considering purchase of a Certificate
should read the important  information in "Appendix II: Purchase  Considerations
for QP Certificates."                                                           

JOINT OWNERSHIP                                                                 

If Joint Owners are named under an NQ Certificate,  both Owners must be of legal
age, and joint  ownership  with  non-natural  persons is not  permitted.  Unless
otherwise  provided  in writing,  the  exercise  of any  ownership  right in the
Certificate  must be in a written  form  satisfactory  to us and  signed by both
Owners. A Joint Owner  designation  supersedes any beneficiary  designation (see
"Death  Benefit"  below).  This  feature may not  currently be available in your
state. Your agent can provide information about state  availability,  or you may
contact our Processing Office.                                                  

CONTRIBUTIONS UNDER THE CERTIFICATES                                            

The minimum initial contribution under all Certificates is $5,000. We may refuse
to  accept  any  contribution  if  the  sum  of  all  contributions   under  all
accumulation  Certificates  with the same  Annuitant  would then total more than
$1,500,000. We reserve the right to limit aggregate contributions made after the
first Contract Year to 150% of first-year  contributions.  We may also refuse to
accept any contribution if the sum of all contributions under all Equitable Life
annuity accumulation  certificates/contracts  that you own would then total more
than $2,500,000.                                                                

Contributions are credited as of the Transaction Date.                          

IRA CERTIFICATES                                                                

Under IRA  Certificates,  we will only accept  initial  contributions  which are
either rollover contributions under Sections 402(c),  403(a)(4),  403(b)(8),  or
408(d)(3) of the Code,  or direct  custodian-to-custodian  transfers  from other
traditional individual retirement arrangements.  Under Roth IRA Certificates, we
will only accept rollover  contributions from Traditional IRAs, or Roth IRAs, or
direct  custodian-to-custodian  transfers from other Roth IRAs. See "Part 8: Tax
Aspects of the Certificates."                                                   

Under Traditional IRA Certificates,  you may make subsequent contributions of at
least  $1,000.  Subsequent  Traditional  IRA  Certificate  contributions  may be
"regular" IRA contributions (limited to a maximum of $2,000 a year), or rollover
contributions or direct transfers as described above.                           

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"Regular" contributions to Traditional IRAs may not be made for the taxable year
in which you  attain age 70 1/2 or  thereafter.  Rollover  and  direct  transfer
contributions may be made until you attain age 79. However,  under the Code, any
amount  contributed  after you  attain  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.  See  "Traditional   Individual   Retirement   Annuities
(Traditional  IRAs)" in Part 8. For the  consequences  of making a "regular" IRA
contribution to your IRA Certificate, also see Part 8.                          

We will not accept "regular" IRA contributions to Roth IRAs. Rollover and direct
custodian-to-custodian  transfer  contributions  can be made any time  until you
attain age 79,  provided you meet  certain  requirements.  See "Roth  Individual
Retirement Annuities (Roth IRAs)" in Part 8.                                    

NQ CERTIFICATES                                                                 

Under NQ Certificates,  you may make subsequent contributions of at least $1,000
at any time until the Annuitant attains age 84.                                 

QP CERTIFICATES                                                                 

Under QP  Certificates,  we will only accept  contributions  which are  employer
contributions  from a trust under a plan  qualified  under Section 401(a) of the
Code. If a defined  contribution  plan is qualified  under Section 401(k) of the
Code,   contributions   may  include  employee  pre-tax  and  employer  matching
contributions, but not employee after-tax contributions to the plan. For defined
benefit plans,  contributions  may not be made by employees.  The employer shall
contribute to the  Certificates  such amounts as shall be determined by the plan
trustee.                                                                        

Under QP Certificates,  you may make subsequent contributions of at least $1,000
once per Contract  Year at any time during the Contract Year until the Annuitant
attains age 71.                                                                 

METHODS OF PAYMENT                                                              

Except as indicated under "Wire  Transmittals"  and "Automatic  Investment Plan"
below,  all  contributions  must be made by  check  drawn  on a bank in the U.S.
clearing  through the Federal  Reserve  System,  in U.S.  dollars and payable to
Equitable Life. Third party checks endorsed to Equitable Life are not acceptable
forms of payment except in cases of a rollover from a qualified plan, a tax-free
exchange  under the Code or a trustee check that involves no refund.  All checks
are accepted subject to collection.  Equitable Life reserves the right to reject
a payment if an unacceptable form of payment is received.                       

Contributions  must be sent to Equitable Life at our  Processing  Office address
designated for contributions. Your initial contribution must be accompanied by a
completed  application  which is acceptable to us. In the event the  application
information is incomplete or the application is otherwise not acceptable, we may
retain your  contribution for a period not exceeding five Business Days while an
attempt is made to obtain the required information.  If the required information
cannot be obtained  within those five Business Days, the Processing  Office will
inform the agent,  on behalf of the  applicant,  of the reasons for the delay or
non-acceptability  and return the  contribution  immediately  to the  applicant,
unless the applicant  specifically  consents to our  retaining the  contribution
until the required information is received by the Processing Office.            

Section 1035 Exchanges                                                          

You may apply the values of an existing NQ life  insurance  or deferred  annuity
contract to purchase an Equitable  Accumulator  NQ Certificate in a tax-deferred
exchange,  if you follow certain procedures.  For further  information,  consult
your tax adviser. See also "Taxation of Non-Qualified Annuities: Withdrawals" in
Part 8. In the case of joint  ownership,  1035  exchanges  will not be permitted
unless both owners authorize the exchange.                                      

Automatic Investment Program                                                    

Our Automatic  Investment  Program (AIP)  provides for a specified  amount to be
automatically  deducted from a bank checking account, bank money market account,
or  credit  union  checking  account  and  to  be  contributed  as a  subsequent
contribution  into  an NQ or a  Traditional  IRA  Certificate  on a  monthly  or
quarterly basis. AIP is not available for Roth IRA and QP Certificates.         

The minimum  amount that will be  deducted  is $100  monthly and $300  quarterly
(subject to the maximum $2,000  annually for Traditional  IRAs).  AIP subsequent
contributions  may be allocated  to any of the  Investment  Funds and  available
GIROs, but not the Special Dollar Cost Averaging  Account.  You may elect AIP by
properly  completing the appropriate  form,  which is available from your agent,
and  returning  it to our  Processing  Office.  You elect which day of the month
(other than the 29th, 30th, or 31st) you wish to have your account debited. That
date,  or the next Business Day if that day is a  non-Business  Day, will be the
Transaction Date.                                                               

You may cancel AIP at any time by notifying our Processing  Office in writing at
least two business days prior to the next scheduled transaction.  Equitable Life
is not responsible for any debits made to your account prior to the time written
notice of revocation is received at our Processing Office.                      

ALLOCATION OF CONTRIBUTIONS                                                     

You may choose  Self-Directed,  Principal  Assurance  or Dollar  Cost  Averaging
allocations.                                                                    

A contribution  allocated to an Investment Fund purchases  Accumulation Units in
that  Investment                                                                

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Fund based on the Accumulation  Unit Value for that Investment Fund computed for
the Transaction Date. A contribution  allocated to the Guaranteed Period Account
will have the Guaranteed  Rate for the specified GIRO offered on the Transaction
Date. An initial  contribution  allocated to the Special  Dollar Cost  Averaging
Account will receive the guaranteed  interest rate in effect on the  Transaction
Date.                                                                           

Self-Directed Allocation                                                        

You allocate your contributions to one or up to all of the available  Investment
Funds and GIROs.  The Special  Dollar Cost  Averaging  Account is not  available
under  Self-Directed  Allocation.  Allocations  among the  available  Investment
Options must be in whole percentages.  Allocation  percentages can be changed at
any time by writing to our Processing  Office, or by telephone.  The change will
be  effective  on the  Transaction  Date and will  remain in effect  for  future
contributions unless another change is requested.                               

At Annuitant  ages 76 and above,  allocations  to GIROs must be limited to those
with  maturities of five years or less and with maturity dates no later than the
February 15th immediately following the Annuity Commencement Date.              

Principal Assurance Allocation                                                  

This option  (for  Annuitant  issue ages up through  age 75)  assures  that your
Maturity Value in a specified GIRO will equal your initial  contribution  on the
GIRO's  Expiration  Date,  while at the same time  allowing you to invest in the
Investment  Funds.  It may be  elected  only at  issue of your  Certificate  and
assumes no  withdrawals  or transfers from the GIRO. The maturity year generally
may not be later than 10 years nor earlier  than seven  years from the  Contract
Date. In order to accomplish  this strategy,  we will allocate a portion of your
initial  contribution to the selected GIRO. See "Guaranteed  Rates and Price Per
$100 of Maturity Value" in Part 2. The balance of your initial  contribution and
all subsequent contributions must be allocated under "Self-Directed  Allocation"
as described above.                                                             

If you are  applying  for a  Traditional  IRA  Certificate,  before you select a
maturity  year that would extend beyond the year in which you will attain age 70
1/2, you should consider your ability to take minimum  distributions  from other
Traditional  IRA  funds  that you may have or from the  Investment  Funds to the
extent possible.  See "Traditional  Individual Retirement Annuities (Traditional
IRAs): Required Minimum Distributions" in Part 8.                               

Dollar Cost Averaging Allocation                                                

A Special  Dollar Cost  Averaging  program is available  for  allocation of your
initial contribution. Also, a General Dollar Cost Averaging program is available
for allocation of your initial contribution, or if elected at a later date, your
Annuity Account Value. Both programs are more fully described later in this Part
4 under "Dollar Cost Averaging."                                                

FREE LOOK PERIOD                                                                

You have the right to examine your Certificate for a period of 10 days after you
receive it, and to return it to us for a refund.  You cancel it by sending it to
our Processing Office. The free look period is extended if your state requires a
refund period of longer than 10 days.                                           

Your refund will equal the Annuity Account Value  reflecting any investment gain
or loss, any positive or negative  market value  adjustment,  and any guaranteed
interest through the date we receive your Certificate at our Processing  Office.
Some states or Federal income tax  regulations may require that we calculate the
refund differently.  If the Assured Payment Option or APO Plus is elected in the
application  for the  Certificate,  your refund will include any amount  applied
under the Life Contingent  Annuity.  If you cancel your  Certificate  during the
free look period,  we may require that you wait six months  before you may apply
for a Certificate with us again.                                                

We follow these same  procedures if you change your mind before you receive your
Certificate, but after a contribution has been made. See "Part 8: Tax Aspects of
the  Certificates"  for possible  consequences  of cancelling  your  Certificate
during the free look period.                                                    

In the  case of a  complete  conversion  of an  existing  Equitable  Accumulator
Traditional IRA Certificate to an Equitable  Accumulator  Roth IRA  Certificate,
you may cancel your Equitable  Accumulator Roth IRA Certificate and return to an
Equitable Accumulator  Traditional IRA Certificate by following the instructions
in the request for full conversion form available from our Processing  Office or
your agent.                                                                     

ANNUITY ACCOUNT VALUE                                                           

Your Annuity Account Value is the sum of the amounts in the Investment Options. 

Annuity Account Value in Investment Funds                                       

The Annuity  Account Value in an Investment Fund on any Business Day is equal to
the number of Accumulation  Units in that Investment Fund times the Accumulation
Unit Value for the  Investment  Fund for that date.  The number of  Accumulation
Units in an  Investment  Fund at any  time is  equal to the sum of  Accumulation
Units  purchased by  contributions  and transfers  less the sum of  Accumulation
Units redeemed for withdrawals, transfers or deductions for charges.            

The number of Accumulation Units purchased or sold in any Investment Fund equals
the dollar amount of the transaction  divided by the Accumulation Unit          

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Value for that Investment Fund for the applicable Transaction Date.             

The number of  Accumulation  Units will not vary  because of any later change in
the  Accumulation  Unit  Value.  The  Accumulation  Unit Value  varies  with the
investment performance of the corresponding Portfolios of each respective trust,
which in turn reflects the investment income and realized and unrealized capital
gains and losses of the Portfolios,  as well as each respective trust's fees and
expenses.  The  Accumulation  Unit Value is also stated  after  deduction of the
Separate  Account asset charges relating to the  Certificates.  A description of
the computation of the Accumulation Unit Value is found in the SAI.             

Annuity Account Value in Guaranteed Period Account                              

The Annuity  Account Value in the Guaranteed  Period Account on any Business Day
will be the sum of the present value of the Maturity  Value in each GIRO,  using
the  Guaranteed  Rate in effect for new  allocations  to such GIRO on such date.
(This is equivalent to the  Guaranteed  Period Amount  increased or decreased by
the full market value adjustment.) The Annuity Account Value, therefore,  may be
higher or lower than the  contributions  (less  withdrawals)  accumulated at the
Guaranteed  Rate.  At the  Expiration  Date  the  Annuity  Account  Value in the
Guaranteed  Period  Account  will equal the  Maturity  Value.  While the Assured
Payment Option or APO Plus is in effect,  the Annuity Account Value will include
any  amount in the Modal  Payment  Portion  of the  Guaranteed  Period  Account.
However,  amounts held in the Modal  Payment  Portion of the  Guaranteed  Period
Account  are not  subject  to a  market  value  adjustment.  See  "Part  2:  The
Guaranteed Period Account."                                                     

Annuity Account Value in Special Dollar Cost Averaging Account                  

The amount that you have in the Special  Dollar  Cost  Averaging  Account at any
time is equal to your initial contribution  allocated to the Special Dollar Cost
Averaging Account on your behalf plus interest, less the sum of all amounts that
have been  Dollar  Cost  Averaged  out.  See "Part 3: The  Special  Dollar  Cost
Averaging Account."                                                             

TRANSFERS AMONG INVESTMENT OPTIONS                                              

At any time prior to the Annuity  Commencement  Date,  you may  transfer  all or
portions of your Annuity Account Value among the Investment Options,  subject to
the following:                                                                  

o  You may not transfer any amount to the Special Dollar Cost Averaging Account.
   The Special Dollar Cost Averaging Account is available only for allocation of
   your initial  contribution  during the first  Contract Year under the Special
   Dollar Cost Averaging  program.  A request by you to transfer  amounts out of
   the Special Dollar Cost Averaging Account will cancel the Special Dollar Cost
   Averaging  program.  In such case, all amounts will be transferred out of the
Special Dollar Cost Averaging Account. See "Dollar Cost Averaging" below. 

o  Transfers  out of a GIRO other than at the  Expiration  Date will result in a
market value adjustment. See "Part 2: The Guaranteed Period Account."     

o  At  Annuitant  age 76 and above,  transfers to GIROs must be limited to those
   with  maturities of five years or less and with maturity  dates no later than
the February 15th immediately following the Annuity Commencement Date.    

o  Transfers  may not be made to a GIRO with an  Expiration  Date in the current
calendar year, or if the Guaranteed Rate is 3%.                           

Transfer requests must be made directly to our Processing  Office.  Your request
for  a  transfer  should  specify  your  Certificate   number,  the  amounts  or
percentages to be transferred  and the Investment  Options to and from which the
amounts are to be  transferred.  Your  transfer  request may be in writing or by
telephone.                                                                      

For telephone transfer  requests,  procedures have been established by Equitable
Life that are  considered  to be  reasonable  and are  designed to confirm  that
instructions  communicated  by telephone are genuine.  Such  procedures  include
requiring  certain  personal  identification  information  prior  to  acting  on
telephone  instructions  and  providing  written  confirmation.  In light of the
procedures  established,  Equitable  Life  will  not  be  liable  for  following
telephone instructions that it reasonably believes to be genuine.               

We may  restrict,  in our sole  discretion,  the use of an agent  acting under a
power  of  attorney,  such  as a  market  timer,  on  behalf  of more  than  one
Certificate  Owner to effect  transfers.  Any  agreements  to use market  timing
services to effect transfers are subject to our rules then in effect and must be
on a form satisfactory to us.                                                   

A transfer request will be effective on the Transaction Date and the transfer to
or from  Investment  Funds  will be made at the  Accumulation  Unit  Value  next
computed after the Transaction Date. All transfers will be confirmed in writing.

DOLLAR COST AVERAGING                                                           

We offer two programs for Dollar Cost  Averaging  as described  below.  The main
objective of Dollar Cost Averaging is to attempt to shield your  investment from
short-term price  fluctuations.  Since approximately the same dollar amounts are
transferred  from the  specified  Investment  Options  to the  Investment  Funds
periodically, more Accumulation Units are purchased in an                       

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Investment Fund if the value per Accumulation Unit is low and fewer Accumulation
Units are purchased if the value per  Accumulation  Unit is high.  Therefore,  a
lower  average value per  Accumulation  Unit may be achieved over the long term.
This plan of investing  allows you to take advantage of market  fluctuations but
does not assure a profit or protect against a loss in declining markets.        

You elect a Dollar  Cost  Averaging  program by  completing  the proper form and
sending it to our Processing Office. The transfer date will be the same calendar
day of the month as the Contract Date (other than the 29th, 30th or 31st).      

Dollar  Cost  Averaging  may  not  be  elected  while  the  rebalancing  program
(discussed   below)  or  the  Systematic   Withdrawal  option  (described  under
"Withdrawal Options" in Part 5) is in effect.                                   

Special Dollar Cost Averaging                                                   

For  Certificate  Owners  who at issue of the  Certificate  want to Dollar  Cost
Average their entire initial contribution from the Special Dollar Cost Averaging
Account into the  Investment  Funds monthly over a period of twelve  months,  we
offer a Special  Dollar Cost Averaging  program.  Under this program your entire
initial  contribution  must be  allocated to the Special  Dollar Cost  Averaging
Account and it will be credited with interest at the guaranteed interest rate in
effect on the  Transaction  Date.  We will  transfer  amounts out of the Special
Dollar Cost  Averaging  Account  into the  Investment  Funds  according  to your
instructions.  All  amounts  will be  transferred  out by the  end of the  first
Contract  Year.  Thereafter,  no other  amounts may be  allocated to the Special
Dollar Cost Averaging Account under your Certificate.                           

A request by you to transfer or withdraw any amount from the Special Dollar Cost
Averaging  Account will cancel this program.  Or, you may request to cancel this
program at any time by sending us satisfactory  notice to our Processing Office.
Upon  cancellation,  all remaining  amounts in the Special Dollar Cost Averaging
Account will be transferred  out and allocated to the other  Investment  Options
according to the  allocation  percentages  you  currently  have on file with us,
unless you specify other allocation percentages.                                

Dollar Cost Averaging  from the Special  Dollar Cost  Averaging  Account may not
currently  be  available  in your state.  If the Special  Dollar Cost  Averaging
Account is not available in your state, we offer a Special Dollar Cost Averaging
program from the Alliance Money Market Fund. Under Special Dollar Cost Averaging
from the Alliance  Money Market Fund,  the  mortality  and expense risks and the
administration  charges will not be deducted.  See  "Charges  Deducted  from the
Investment  Funds"  in Part 6. We  reserve  the  right to  discontinue  offering
Special  Dollar  Cost  Averaging  from the  Alliance  Money  Market Fund for new
Certificates  subject to state availability of the Special Dollar Cost Averaging
Account. Your agent can provide information about state availability, or you may
contact our Processing Office.                                                  

General Dollar Cost Averaging                                                   

If you have at least  $5,000 of  Annuity  Account  Value in the  Alliance  Money
Market Fund,  you may choose to have a specified  dollar amount or percentage of
your Annuity  Account Value  transferred  from the Alliance Money Market Fund to
other Investment Funds on a monthly, quarterly or annual basis. You may not have
Annuity Account Value  transferred to the Special Dollar Cost Averaging  Account
or the GIROs. This program may be elected at any time.                          

The minimum amount that may be transferred on each Transaction Date is $250. The
maximum amount which may be transferred is equal to the Annuity Account Value in
the Alliance  Money  Market Fund at the time the program is elected,  divided by
the number of transfers scheduled to be made each Contract Year.                

If, on any transfer date, the Annuity Account Value in the Alliance Money Market
Fund is equal to or less than the amount you have  elected to have  transferred,
the entire amount will be transferred and the Dollar Cost Averaging program will
end. You may change the transfer  amount once each Contract Year, or cancel this
program by  sending us  satisfactory  notice to our  Processing  Office at least
seven calendar days before the next transfer date.                              

REBALANCING                                                                     

We  currently  offer a  rebalancing  program  under  which you  authorize  us to
automatically  transfer your Annuity  Account Value among the  Investment  Funds
selected by you in order to maintain a particular  percentage  allocation (which
you  specify)  in such  Investment  Funds.  Such  percentages  must be in  whole
numbers.  You select the period of time at the end of which the  transfers  will
take place. The period of time may be quarterly,  semiannually, or annually on a
Contract  Year basis on the same day of the month as the  Contract  Date  (other
than the 29th, 30th or 31st). Rebalancing  automatically reallocates the Annuity
Account  Value in the chosen  Investment  Funds at the end of each period to the
specified  allocation  percentages.  The  transfers  to  and  from  each  chosen
Investment Fund will be made at the Accumulation  Unit Value next computed after
the Transaction Date. Rebalancing is not available for amounts in the Guaranteed
Period Account or the Special Dollar Cost Averaging Account.                    

Rebalancing  does not  assure a profit or  protect  against a loss in  declining
markets and should be  periodically  reviewed as your needs may change.  You may
want to                                                                         

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discuss the rebalancing program with your financial adviser before electing such
program.                                                                        

You may elect the  rebalancing  program at any time by properly  completing  the
appropriate form, which is available from your agent or our Processing Office.  

You may change your rebalancing allocation percentages or cancel this program at
any time by submitting a request in a form satisfactory to us. Such request must
be  received  at our  Processing  Office at least  seven  days  before  the next
scheduled  rebalancing  date. A transfer  request from you while the rebalancing
program is in effect, will cancel the rebalancing program.                      

Rebalancing  may not be elected if a Dollar Cost  Averaging  program  (discussed
above) is in effect.                                                            

BASEBUILDER BENEFITS                                                            

The baseBUILDER  option provides  guaranteed  benefits in the form of a Combined
Guaranteed  Minimum  Income Benefit and  Guaranteed  Minimum Death Benefit.  The
combined  benefit is  available  for  Annuitant  issue ages 20 through 75 and is
subject to an additional charge (see  "baseBUILDER  Benefits Charge" in Part 6).
The baseBUILDER provides a degree of protection while you live (Income Benefit),
as well as for your  beneficiary  should you die. As part of the baseBUILDER you
will have a choice of two Guaranteed Minimum Death Benefit options for Annuitant
issue ages 20 through  75: (i) a 6% Roll Up to Age 80 or (ii) an Annual  Ratchet
to Age 80.  Under  Traditional  IRA  Certificates  for  Annuitant  issue ages 20
through 60, we offer an alternate  Guaranteed  Minimum  Death  Benefit under the
baseBUILDER  which is a 6% Roll Up to Age 70. The three  baseBUILDER  Guaranteed
Minimum  Death  Benefit  options are  described  below.  If you do not elect the
baseBUILDER,  and for Annuitant  issue ages 0 through 19 under NQ  Certificates,
the 6% Roll Up to Age 80 and the  Annual  Ratchet to Age 80  Guaranteed  Minimum
Death Benefit choices are still provided under the  Certificate.  The 6% Roll Up
to Age  70  Guaranteed  Minimum  Death  Benefit  is  available  only  under  the
baseBUILDER. The baseBUILDER is not currently available in New York.            

If the  Annuitant's  age at issue is 76 or older and you are  interested  in the
Combined Guaranteed Minimum Income Benefit and Guaranteed Minimum Death Benefit,
ask your agent for a copy of the prospectus supplement describing this benefit. 

The main  advantages of the Guaranteed  Minimum Income Benefit relate to amounts
allocated to the Investment Funds.  Before electing the baseBUILDER,  you should
consider  the extent to which you expect to utilize the  Investment  Funds.  You
elect the baseBUILDER  guaranteed  benefits when you apply for a Certificate and
once elected, it may not be changed or cancelled.                               

GUARANTEED MINIMUM INCOME BENEFIT                                               

The Guaranteed  Minimum  Income Benefit  provides a minimum amount of guaranteed
lifetime  income when you apply the Annuity  Account Value under your  Equitable
Accumulator  Certificate  to an Income  Manager(R)  (Life  Annuity with a Period
Certain) payout annuity  certificate during the periods of time indicated below.
This Income Manager payout annuity certificate provides payments during a period
certain with payments  continuing for life thereafter.  This means that payments
will be made for the rest of the Annuitant's life. In addition, if the Annuitant
dies before a specified period of time (period certain) has ended, payments will
continue to the beneficiary for the balance of the period certain.              

On the Transaction Date that you exercise the Guaranteed Minimum Income Benefit,
the annual  lifetime income that will be provided under the Income Manager (Life
Annuity with a Period Certain) payout annuity certificate will be the greater of
(i) your  Guaranteed  Minimum Income  Benefit,  and (ii) the income  provided by
application of your Annuity Account Value at our then current  annuity  purchase
factors.  The  Guaranteed  Minimum  Income  Benefit  does not provide an Annuity
Account Value or guarantee performance of your Investment Options.  Because this
benefit is based on conservative actuarial factors, the level of lifetime income
that it  guarantees  may often be less than the level that would be  provided by
application of your Annuity Account Value at current annuity  purchase  factors.
It should therefore be regarded as a safety net.                                

Illustrated below are Guaranteed  Minimum Income Benefit amounts per $100,000 of
initial  contribution,  for a male  Annuitant age 60 (at issue) on Contract Date
anniversaries  as  indicated  below,  assuming no  subsequent  contributions  or
withdrawals  and assuming there were no allocations to the Alliance Money Market
Fund or the Guaranteed Period Account.                                          

-------------------------------------------------------------                   
    GUARANTEED MINIMUM
CONTRACT DATE        INCOME BENEFIT -- ANNUAL INCOME                
ANNIVERSARY AT ELECTION        PAYABLE FOR LIFE WITH                          
    10 YEAR PERIOD CERTAIN
-------------------------------------------------------------                   
7                       $  8,992                      
10                         12,160                       
15                         18,358                       
-------------------------------------------------------------                   

Withdrawals  will  reduce  your  Guaranteed  Minimum  Income  Benefit,  see "How
Withdrawals Affect Your Guaranteed Minimum Income Benefit and Guaranteed Minimum
Death Benefit" in Part 5.                                                       

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Under  Traditional  IRA, Roth IRA and NQ  Certificates,  the Guaranteed  Minimum
Income  Benefit may be exercised  only within 30 days  following  the seventh or
later Contract Date anniversary  under your Equitable  Accumulator  Certificate.
However,  it may not be exercised earlier than the Annuitant's age 60, nor later
than the Annuitant's age 83; except that for Annuitant issue ages 20 through 44,
it may be exercised following the 15th or later Contract Date anniversary.      

For  information on when the Guaranteed  Minimum Income Benefit may be exercised
under QP  Certificates,  see "Exercise of the Guaranteed  Minimum Income Benefit
under QP Certificates" below.                                                   

When you exercise the  Guaranteed  Minimum Income  Benefit,  you will receive an
Income Manager (Life Annuity with a Period Certain)  payout annuity  certificate
and extinguish your rights in your Equitable  Accumulator  Certificate,  with at
least the minimum  annual  income  specified  and a period  certain based on the
Annuitant's age at the time the benefit is exercised as follows:                

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

----------------                                                                
* Other  forms and periods  certain may also be  available.                     
For    Traditional   IRA    Certificates,    please   see                   
"Traditional      Individual     Retirement     Annuities                   
(Traditional  IRAs):  Required Minimum  Distributions" in                   
Part  8 to  see  how  this  option  may  be  affected  if                   
exercised after age 70 1/2.                                                 

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

Payments  will  start one  payment  mode from the  Contract  Date of the  Income
Manager payout annuity certificate.                                             

Each year on your Contract Date anniversary, if you are eligible to exercise the
Guaranteed  Minimum  Income  Benefit,  we will  send you an  eligibility  notice
illustrating how much income could be provided on the Contract Date anniversary.
You may then notify us within 30 days following the Contract Date anniversary if
you want to exercise the  Guaranteed  Minimum  Income  Benefit by submitting the
proper form and returning your Equitable Accumulator Certificate.  The amount of
income you actually  receive will be determined on the Transaction  Date that we
receive your properly completed exercise notice.                                

You may also  apply  your  Cash  Value at any time to an  Income  Manager  (Life
Annuity with a Period  Certain) payout annuity  certificate,  and you may always
apply  your  Annuity  Account  Value to any of our life  annuity  benefits.  The
annuity  benefits are discussed in Part 5. These benefits differ from the Income
Manager  payout  annuity  certificates  and may provide  higher or lower  income
levels,  but do not have all the features of the Income  Manager  payout annuity
certificates. You may request an illustration from your agent.                  

The  Income  Manager  (Life  Annuity  with  a  Period  Certain)  payout  annuity
certificates  are offered  through our  prospectus for the Income Manager payout
annuities.  A copy of the most current  version may be obtained from your agent.
You should  read it  carefully  before you decide to  exercise  your  Guaranteed
Minimum Income Benefit.                                                         

Successor Annuitant/Certificate Owner                                           

If  the  successor  Annuitant/Certificate  Owner  (discussed  below)  elects  to
continue the Certificate after your death, the Guaranteed Minimum Income Benefit
will continue to be available on Contract  Date  anniversaries  specified  above
based on the Contract Date of your Equitable Accumulator  Certificate,  provided
the Guaranteed  Minimum Income Benefit is exercised as specified  above based on
the age of the successor Annuitant/Certificate Owner.                           

Exercise of the Guaranteed Minimum Income Benefit under QP Certificates         

Under QP Certificates,  the Guaranteed  Minimum Income Benefit may be exercised,
on Contract Date anniversaries as indicated above, only after the trustee of the
qualified plan changes  ownership of the QP Certificate to the Annuitant and the
Annuitant,  as the new  Certificate  Owner,  converts such QP  Certificate  in a
direct rollover to a Traditional  IRA Certificate  according to our rules at the
time of the change.  The change of ownership and rollover to a  Traditional  IRA
Certificate may only occur when the Annuitant will no longer be a participant in
the qualified plan.                                                             

DEATH BENEFIT                                                                   

When the Annuitant Dies                                                         

Generally,  upon receipt of proof  satisfactory to us of the  Annuitant's  death
prior to the Annuity  Commencement  Date,  we will pay the death  benefit to the
beneficiary named in your Certificate. You designate the beneficiary at the time
you apply for the  Certificate.  While the  Certificate  is in  effect,  you may
change your beneficiary by writing to our Processing  Office. The change will be
effective on the date the written  submission was signed.  If the Certificate is
jointly owned, the surviving Owner will be deemed the  beneficiary,  superseding
any  other  beneficiary  designations.  (The  joint  ownership  feature  may not
currently  be  available  in your  state.)  The death                           

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benefit payable will be determined as of the date we receive such proof of death
and any required instructions as to the method of payment.                      

The death  benefit is equal to the Annuity  Account  Value or, if  greater,  the
Guaranteed Minimum Death Benefit described below.                               

GUARANTEED MINIMUM DEATH BENEFIT                                                

Applicable  for  Annuitant  Issue  Ages 0 through 79 under NQ  Certificates;  20
through 78 under  Traditional IRA and Roth IRA  Certificates;  and 20 through 70
under QP Certificates.                                                          

You elect  either the "6% Roll Up to Age 80" or the  "Annual  Ratchet to Age 80"
Guaranteed Minimum Death Benefit when you apply for a Certificate. Once elected,
the benefit may not be changed.                                                 

6%  Roll Up to Age 80 -- On the  Contract  Date  the  Guaranteed  Minimum  Death
---------------------                                                           
Benefit is equal to the initial contribution. Thereafter, the Guaranteed Minimum
Death  Benefit is credited  with  interest at 6% (4% for amounts in the Alliance
Money Market and Alliance  Intermediate  Government  Securities  Funds,  and the
GIROs,  except as indicated below) on each Contract Date anniversary through the
Annuitant's age 80 (or at the Annuitant's death, if earlier), and 0% thereafter,
and is adjusted for any subsequent contributions and withdrawals. The Guaranteed
Minimum  Death  Benefit  interest  applicable  to amounts in the Alliance  Money
Market Fund under the Special Dollar Cost Averaging  program  (described  above)
will be 6%. The 6% Roll Up to Age 80 is not available in New York.              

Annual Ratchet to Age 80 -- On the Contract  Date, the Guaranteed  Minimum Death
------------------------                                                        
Benefit is equal to the initial contribution. Thereafter, the Guaranteed Minimum
Death Benefit is reset through the  Annuitant's  age 80, to the Annuity  Account
Value on a Contract Date anniversary if higher than the then current  Guaranteed
Minimum Death  Benefit,  and is adjusted for any  subsequent  contributions  and
withdrawals.                                                                    

Alternate   baseBUILDER   Guaranteed  Minimum  Death  Benefit  applicable  under
Traditional IRA  Certificates  for Annuitant Issue Ages 20 through 60           

6% Roll Up to Age 70 -- Interest will be credited at 6% and 4% respectively  (as
--------------------                                                            
described  under the 6% Roll Up to Age 80 above) through the  Annuitant's age 70
(or at the Annuitant `s death, if earlier) and 0% thereafter and is adjusted for
any subsequent  contributions  and  withdrawals.  The  Guaranteed  Minimum Death
Benefit  interest  applicable to amounts in the Alliance Money Market Fund under
the Special Dollar Cost Averaging program (described above) will be 6%. You also
elect  this  benefit  when you apply for a  Certificate  and once  elected,  the
benefit may not be changed.                                                     

Applicable for Annuitant Issue Ages 80 through 83                               

On the Contract  Date,  the  Guaranteed  Minimum  Death  Benefit is equal to the
initial contribution.  Thereafter,  the initial contribution is adjusted for any
subsequent contributions, and any withdrawals.                                  

Withdrawals  will  reduce  your  Guaranteed  Minimum  Death  Benefit,  see  "How
Withdrawals Affect Your Guaranteed Minimum Income Benefit and Guaranteed Minimum
Death  Benefit" in Part 5. For  Certificates  issued in New York, the Guaranteed
Minimum Death Benefit at the Annuitant's death will not be less than the Annuity
Account  Value in the  Investment  Funds plus the sum of the  Guaranteed  Period
Amounts in each GIRO. See "GIROs" in Part 2.                                    

See Appendix III for an example of the  calculation  of the  Guaranteed  Minimum
Death Benefit.                                                                  

HOW DEATH BENEFIT PAYMENT IS MADE                                               

We will pay the death  benefit  to the  beneficiary  in the form of the  annuity
benefit you have chosen under your  Certificate.  If no annuity benefit has been
chosen at the time of the Annuitant's  death,  the beneficiary  will receive the
death  benefit  in a  lump  sum.  However,  subject  to  any  exceptions  in the
Certificate,  Equitable  Life's  rules then in effect  and any other  applicable
requirements  under  the  Code,  the  beneficiary  may  elect to apply the death
benefit to one or more annuity  benefits offered by Equitable Life. See "Annuity
Benefits  and Payout  Annuity  Options" in Part 5. Note that if you are both the
Certificate Owner and the Annuitant, only a life annuity or an annuity that does
not extend beyond the life expectancy of the beneficiary may be elected.        

Successor Annuitant/Certificate Owner                                           

If you are both the Certificate  Owner and the Annuitant,  and if your spouse is
the sole primary beneficiary or the Joint Owner under the Certificate, then upon
your death your spouse beneficiary may elect to receive the death benefit, or to
continue the Certificate and become the successor  Annuitant/  Certificate Owner
by completing the appropriate form and sending it to our Processing Office.     

If the successor Annuitant/Certificate Owner elects to continue the Certificate,
then on the Contract Date anniversary  following your death, the Annuity Account
Value will be reset to the then current  Guaranteed  Minimum Death Benefit if it
is higher than the Annuity Account Value as of such date. In determining whether
the Guaranteed  Minimum Death Benefit will continue to grow, we will use the age
(as of the Contract Date  anniversary)  of the  successor  Annuitant/Certificate
Owner.                                                                          

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WHEN AN NQ CERTIFICATE OWNER DIES BEFORE THE ANNUITANT                          

When you are not the Annuitant  under an NQ  Certificate  and you die before the
Annuity  Commencement  Date, the beneficiary  named to receive the death benefit
upon the  Annuitant's  death will  automatically  succeed as  Certificate  Owner
(unless  you name a  different  person as a  successor  Owner in a written  form
acceptable to us and send it to our Processing  Office).  If the  Certificate is
jointly  owned and the first Owner to die is not the  Annuitant,  the  surviving
Owner becomes the sole  Certificate  Owner and will be deemed the  "beneficiary"
for purposes of the distribution rules described in this section,  automatically
superseding any other  beneficiary  designation.                                

Unless the  surviving  spouse of the  deceased  Owner (or in the case of a joint
ownership  situation,  the  surviving  spouse of the first  Owner to die) is the
designated  beneficiary for this purpose, the entire interest in the Certificate
must be distributed under these rules.                                          

The  Cash  Value  in the  Certificate  must  be  fully  paid  to the  designated
beneficiary  (new Owner) by December 31st of the fifth  calendar year after your
death (or in a joint ownership situation,  the death of the first Owner to die).

A permissible  alternative is for the new Owner to elect to receive such amounts
as a life annuity (or  payments for a period  certain of not longer than the new
Owner's life  expectancy),  with payments  beginning no later than December 31st
following  the calendar  year of the  non-Annuitant  Owner's  death.  If such an
annuity benefit or payments for a period certain is not elected, we will pay any
Cash  Value in the  Certificate  on  December  31st of the fifth  calendar  year
following the year of your death (or the death of the first Owner to die).      

Where a surviving  spouse is designated  beneficiary or Joint Owner,  the spouse
may elect to continue the Certificate.  No distributions are required as long as
the surviving  spouse and Annuitant are living.                                 

CASH VALUE                                                                      

The Cash  Value  under the  Certificate  fluctuates  daily  with the  investment
performance of the Investment Funds you have selected and reflects any upward or
downward  market  value  adjustment  and  any  guaranteed  interest.  We do  not
guarantee  any  minimum  Cash  Value  except  for  amounts in a GIRO held to the
Expiration  Date and amounts in the Special Dollar Cost Averaging  Account.  See
"Part 2: The  Guaranteed  Period  Account" and "Part 3: The Special  Dollar Cost
Averaging  Account." On any date before the Annuity  Commencement Date while the
Certificate is in effect,  the Cash Value is equal to the Annuity Account Value,
less any  withdrawal  charge.  The free  corridor  amount  will not  apply  when
calculating  the withdrawal  charge  applicable  upon a surrender.  See "Part 6:
Deductions and Charges."                                                        

SURRENDERING THE CERTIFICATES TO RECEIVE THE CASH VALUE                         

You may surrender a Certificate  to receive the Cash Value at any time while the
Annuitant is living and before the Annuity Commencement Date. For a surrender to
be effective,  we must receive your written  request and the  Certificate at our
Processing  Office.  The Cash Value will be determined on the Transaction  Date.
All benefits under the  Certificate  will be terminated as of that date.        

You may  receive the Cash Value in a single sum payment or apply it under one or
more of the annuity benefits.  See "Annuity Benefits and Payout Annuity Options"
in Part 5. We will usually pay the Cash Value within seven calendar days, but we
may delay payment as described in "When Payments Are Made" below.               

For the tax  consequences  of  surrenders,  see  "Part  8:  Tax  Aspects  of the
Certificates."                                                                  

WHEN PAYMENTS ARE MADE                                                          

Under  applicable  law,  application of proceeds from the Investment  Funds to a
variable annuity,  payment of a death benefit from the Investment Funds, payment
of any portion of the Annuity  Account  Value  (less any  applicable  withdrawal
charge) from the  Investment  Funds,  and, upon  surrender,  payment of the Cash
Value from the  Investment  Funds will be made within seven  calendar days after
the  Transaction  Date.  Payments or application of proceeds from the Investment
Funds  can be  deferred  for any  period  during  which  (1) the New York  Stock
Exchange is closed or trading on it is  restricted,  (2) sales of  securities or
determination of the fair value of an Investment Fund's assets is not reasonably
practicable  because of an  emergency,  or (3) the SEC, by order,  permits us to
defer payment in order to protect persons with interest in the Investment Funds.

We can  defer  payment  of any  portion  of the  Annuity  Account  Value  in the
Guaranteed  Period Account and the Special Dollar Cost Averaging  Account (other
than for death benefits) for up to six months while you are living.  We may also
defer payments for any amount attributable to a contribution made in the form of
a check for a  reasonable  amount of time (not to exceed 15 days) to permit  the
check to clear.                                                                 

ASSIGNMENT                                                                      

Traditional  IRA and Roth IRA  Certificates  are not assignable or  transferable
except  through  surrender  to us. They may not be  borrowed  against or used as
collateral for a loan or other obligation.                                      

QP Certificates may not be assigned.                                            

The NQ Certificates may be assigned at any time before the Annuity  Commencement
Date and for any  purpose  other  than as  collateral  or  security  for a loan.

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Equitable Life will not be bound by an assignment unless it is in writing and we
have received it at our Processing Office. In some cases, an assignment may have
adverse tax consequences. See "Part 8: Tax Aspects of the Certificates."        

SERVICES WE PROVIDE                                                             

o  REGULAR REPORTS                                                              

   o Statement  of your  Certificate  values as of the last day of the  calendar
year;                                                                 

o Three additional reports of your Certificate values each year;          

o Annual and semiannual statements of each trust; and                     

o Written confirmation of financial transactions.                         

o  TOLL-FREE TELEPHONE SERVICES                                                 

   o Call  1-800-789-7771  for a recording of daily Accumulation Unit Values and
     Guaranteed Rates applicable to the GIROs and guaranteed  interest rates for
     the Special  Dollar Cost  Averaging  Account.  Also call during our regular
 business hours to speak to one of our customer service representatives.

o  PROCESSING OFFICE                                                            

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

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

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

   o FOR ALL OTHER COMMUNICATIONS  (E.G.,  REQUESTS FOR TRANSFERS,  WITHDRAWALS)
SENT BY EXPRESS MAIL:                                                 
Equitable Life                                                        
Equitable Accumulator                                                 
200 Plaza Drive, 4th Floor                                            
Secaucus, NJ 07096                                                    

YEAR 2000 PROGRESS                                                              

Equitable Life relies upon various  computer systems in order to administer your
Certificate and operate the Investment Options.  Some of these systems belong to
service providers who are not affiliated with Equitable Life.                   

In 1995,  Equitable  Life began  addressing  this the  question  of whether  its
computer  systems would  recognize the year 2000 before,  on or after January 1,
2000,  and  Equitable  Life  believes  it has  identified  those of its  systems
critical to business  operations that are not Year 2000  compliant.  By year end
1998,   Equitable   Life  expects  that  the  work  of  modifying  or  replacing
non-compliant   systems  will   substantially   be   completed   and  expects  a
comprehensive  test of its Year 2000  compliance  will be performed in the first
half of 1999.  Equitable Life is in the process of seeking assurances from third
party service providers that they are acting to address the Year 2000 issue with
the goal of  avoiding  any  material  adverse  effect on  services  provided  to
Certificate Owners and on operations of the Investment Options.  Any significant
unresolved difficulty related to the Year 2000 compliance initiatives could have
a material  adverse  effect on the ability to administer  your  Certificate  and
operate the  Investment  Options.  Assuming  the timely  completion  of computer
modifications by Equitable Life and third party service providers,  there should
be no material adverse effect on the ability to perform these functions.        

DISTRIBUTION OF THE CERTIFICATES                                                

As the  distributor  of the  Certificates  effective  May 1, 1998,  EQ Financial
Consultants,  Inc.  (EQFC),  an indirect,  wholly owned  subsidiary of Equitable
Life, has responsibility for sales and marketing functions for the Certificates.
Effective on the same date, EQFC also serves as the principal underwriter of the
Separate  Account  under  the 1940  Act.  EQFC is  registered  with the SEC as a
broker-dealer under the Exchange Act and is a member of the National Association
of Securities Dealers,  Inc. EQFC's principal business address is 1290 Avenue of
the  Americas,  New  York,  New  York  10104.  Prior to May 1,  1998,  Equitable
Distributors, Inc. (EDI), also an indirect, wholly owned subsidiary of Equitable
Life,   served  as  the  distributor  of  the  Certificates  and  the  principal
underwriter  of  the  Separate  Account  under  the  1940  Act.  Pursuant  to  a
"Distribution  Agreement"  between  Equitable Life,  certain of Equitable Life's
separate accounts,  including the Separate Account, and EDI, Equitable Life paid
EDI distribution fees of $9,444,621 for 1997,  $884,486 for 1996 and $68,676 for
1995 as the distributor of the Certificates and as the principal  underwriter of
the Separate Account.                                                           

The  Certificates  will be sold by  registered  representatives  of EQFC and its
affiliates,  who are also  our  licensed  insurance  agents.  EQFC  may  receive
compensation and reimbursement for its marketing services under the terms of its
distribution  agreement with Equitable Life. The offering of the Certificates is
intended to be continuous.                                                      

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--------------------------------------------------------------------------------
 PART 5: DISTRIBUTION METHODS UNDER THE CERTIFICATES
--------------------------------------------------------------------------------

The Certificates offer several  distribution  methods  specifically  designed to
provide retirement income. Under Traditional IRA and Roth IRA Certificates,  the
Assured  Payment  Option or APO Plus may be elected in the  application  or as a
distribution  option at a later date. In addition,  Traditional IRA and Roth IRA
Certificates   permit  Lump  Sum   Withdrawals,   Substantially   Equal  Payment
Withdrawals,  and Systematic Withdrawals.  Minimum Distribution  Withdrawals are
available only under Traditional IRA Certificates.  NQ Certificates  permit Lump
Sum Withdrawals and Systematic  Withdrawals.  The Certificates  also offer fixed
and variable  annuity  benefits and Income Manager payout annuity  options.  The
Assured  Payment  Option  and APO  plus  may  not be  available  in all  states.
Traditional IRA Certificate  Owners should consider how the distribution  method
selected  may affect the ability to comply with the minimum  distribution  rules
discussed in "Part 8: Tax Aspects of the Certificates."                         

For  Traditional  IRA  retirement  benefits  subject  to  minimum   distribution
requirements,  we will send a form outlining the distribution  options available
before you reach age 70 1/2 (if you have not begun your annuity  payments before
that time).                                                                     

ASSURED PAYMENT OPTION                                                          

(Available Only under Traditional IRA and Roth IRA Certificates)                

The Assured Payment Option is designed to provide you with  guaranteed  payments
for your life (SINGLE LIFE) or for the lifetime of you and a joint Annuitant you
designate  (JOINT  AND  SURVIVOR)  through  a series of  distributions  from the
Annuity  Account Value that are followed by Life  Contingent  Annuity  payments.
Payments you receive  during the fixed period are designed to pay out the entire
Annuity  Account Value by the end of the fixed period and, for  Traditional  IRA
Certificates,   to  meet  or  exceed  minimum  distribution   requirements,   if
applicable.  See "Minimum Distribution Withdrawals" below. The fixed period ends
with the distribution of the Maturity Value of the last GIRO, or distribution of
the final amount in the Modal Payment Portion of the Guaranteed  Period Account.
The fixed  period may also be referred to as the  "liquidity  period," as during
this period,  you have access to the Cash Value through Lump Sum  Withdrawals or
surrender  of the  Certificate,  with  lifetime  income  continuing  in  reduced
amounts.                                                                        

After the fixed period,  the payments are made under the Life Contingent Annuity
described below.                                                                

You  may  elect  the  Assured  Payment  Option  at  any  time  if  your  initial
contribution  or  Annuity  Account  Value  is at  least  $10,000  at the time of
election,  by  submitting  a written  request  satisfactory  to us. The  Assured
Payment  Option may be elected at ages 59 1/2 through 83. If you are over age 70
1/2, the  availability  of this option may be restricted  under certain  limited
circumstances.  See "Traditional  Individual  Retirement Annuities  (Traditional
IRAs): Tax  Considerations  for the Assured Payment Option and APO Plus" in Part
8. The Assured Payment Option may be elected at ages as young as 53 1/2 provided
payments do not start before you attain age 59 1/2.                             

Once the Assured  Payment  Option is elected,  all amounts  currently held under
your  Equitable  Accumulator  Traditional  IRA or Roth IRA  Certificate  must be
allocated  to the GIROs,  the Modal  Payment  Portion of the  Guaranteed  Period
Account,  if applicable,  and the Life  Contingent  Annuity.  See "Allocation of
Contributions or Annuity Account Value" below.  Subsequent  contributions may be
made  according  to the rules set forth below and in "Part 8: Tax Aspects of the
Certificates."                                                                  

Subsequent Contributions under the Assured Payment Option                       

Under  Traditional  IRA  Certificates,   subsequent  "regular"  Traditional  IRA
contributions may no longer be made for the taxable year in which you attain age
70 1/2 and thereafter.  Subsequent  Traditional IRA rollover and direct transfer
contributions  may be made at any time until the  earlier of (i) when you attain
age 84 and (ii) when the  Certificate  is within  seven  years of the end of the
fixed period while the Assured Payment Option is in effect.  However, any amount
contributed  after you  attain 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.                                                                        

We will not accept "regular" IRA contributions to Roth IRAs. Rollover and direct
custodian-to-custodian  transfer  contributions  can be made any time  until the
earlier of (i) when you attain  age 84 and (ii) when the  Certificate  is within
seven years of the end of the fixed period while the Assured  Payment  Option is
in effect and provided you meet certain  requirements.  See "Part 8: Tax Aspects
of the Certificates."                                                           

Payments                                                                        

You may elect to receive  monthly,  quarterly or annual payments.  However,  all
payments are made on the 15th of the month. Payments to be made on an Expiration
Date during the fixed period  represent  distributions of                       

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the  Maturity  Values of  serially  maturing  GIROs on their  Expiration  Dates.
Payments  to be made  monthly,  quarterly  or  annually  on dates  other than an
Expiration  Date  represent  distributions  from  amounts  in the Modal  Payment
Portion of the Guaranteed  Period  Account.  See "Part 2: The Guaranteed  Period
Account."                                                                       

During the fixed  period,  payments  are designed to increase by 10% every three
years on each third  anniversary of the payment start date. After the end of the
fixed period,  your first payment under the Life Contingent  Annuity will be 10%
greater than the final payment made under the fixed period. Thereafter, payments
will increase  annually on each  anniversary of the payment start date under the
Life Contingent  Annuity based on the annual  increase,  if any, in the Consumer
Price Index, but in no event greater than 3% per year.                          

Payments will generally start one payment mode from the date the Assured Payment
Option goes into effect. Or you may choose to defer the date payments will start
generally  for a period of up to 72 months.  Deferral of the payment  start date
permits you to lock in rates at a time when you may consider current rates to be
high, while permitting you to delay receiving  payments if you have no immediate
need to receive  income under your  Certificate.  In making this  decision,  you
should  consider  that the amount of income you  purchase  is based on the rates
applicable on the  Transaction  Date, so if rates rise during the interim,  your
payments  may be less than they would have been if you had  elected  the Assured
Payment  Option at a later  date.  Deferral  of the  payment  start  date is not
available above age 80. For Traditional  IRA  Certificates,  before you elect to
defer the date your payments will start, you should consider the consequences of
this  decision  on  the  requirement  under  the  Code  that  you  take  minimum
distributions  each calendar year with respect to the value of your  Traditional
IRA.  See  "Traditional  Individual  Retirement  Annuities  (Traditional  IRAs):
Required  Minimum  Distributions"  in Part 8. The  ability to defer the  payment
start date may not be available in all states.                                  

For  Traditional  IRA  Certificates,  required  minimum  distributions  will  be
calculated  based on the Annuity Account Value in each GIRO and the deemed value
of the Life  Contingent  Annuity for tax  purposes.  If at any time your payment
under the Assured  Payment Option would be less than the minimum amount required
to be distributed  under minimum  distribution  rules, we will notify you of the
difference.  You will have the  option to have an  additional  amount  withdrawn
under your  Traditional IRA Certificate and such withdrawal will be treated as a
Lump Sum  Withdrawal;  however,  no withdrawal  charge will apply. An adjustment
will be made to future  scheduled  payments.  Or, you may take the  amount  from
other  Traditional IRA funds you may have. See "Lump Sum Withdrawals"  below and
"Traditional   Individual  Retirement  Annuities  (Traditional  IRAs):  Required
Minimum Distributions" in Part 8.                                               

See Appendix IV for an example of payments  purchased  under an Assured  Payment
Option.                                                                         

Fixed Period                                                                    

The fixed  period based on your age at issue of the  Certificate  (or age at the
time of election if the Assured  Payment  Option is elected after issue) will be
as follows:                                                                     

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

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

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

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

* For Joint and  Survivor,  the fixed  period is based on the age of the younger
Annuitant.                                                                  
--------------------------------------------------------------------------------

Allocation of Contributions or Annuity Account Value                            

If the Assured Payment Option is elected in the  application,  then based on the
amount of your  initial  contribution,  your age and sex (and the age and sex of
the joint Annuitant,  if applicable),  the mode of payment, the form of payments
and the applicable fixed period,  your entire  contribution will be allocated by
us. A portion of the initial  contribution will be allocated among the GIROs and
the Modal Payment Portion of the Guaranteed  Period Account,  if applicable,  to
provide  fixed  period  payments  and a portion  will be applied  under the Life
Contingent  Annuity in order to  provide  the  payments  for life.  For  initial
contributions  of $500,000 or more,  amounts  allocated  to the Life  Contingent
Annuity  may also be  based on your  underwriting  classification.  In  general,
underwriting  classification  is based on your medical history and smoker status
and may result in a smaller allocation of amounts to the Life Contingent Annuity
if your  classification is lower than our standard class. If the Assured Payment
Option is elected  anytime after issue of the  Certificate  or if you cancel APO
Plus (discussed below) and elect the Assured Payment Option,  then based on your
Annuity Account Value and the information you provide as described  above,  your
entire Annuity Account Value,  including any amounts                            

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currently invested in the Investment Funds and the Special Dollar Cost Averaging
Account,  will be allocated by us among the GIROs,  the Modal Payment Portion of
the  Guaranteed  Period  Account,  if  applicable,  and  applied  under the Life
Contingent  Annuity.  While the Assured Payment Option is in effect,  no amounts
may be allocated to the  Investment  Funds and the Special Dollar Cost Averaging
Account. If amounts in the GIROs are transferred,  a market value adjustment may
apply.                                                                          

If you elect the Assured  Payment  Option in the  application  and your  initial
contribution  will  come  from  multiple  sources,  your  application  must also
indicate  that  contributions  are to be allocated to the Alliance  Money Market
Fund under  Equitable  Accumulator  Traditional  IRA or Roth IRA, as applicable,
described in Part 4.  Election of the Assured  Payment  Option must include your
instructions  to apply your  Annuity  Account  Value,  on the date the last such
contribution is received, under the Assured Payment Option as described above.  

Any subsequent  contributions made while the Assured Payment Option is in effect
must be allocated to the GIROs and applied to the Life  Contingent  Annuity.  We
will  determine the  allocation of such  contributions,  such that your payments
will be increased and the fixed period and date that payments are to start under
the Life Contingent Annuity will remain the same.                               

Life Contingent Annuity                                                         

The Life Contingent Annuity provides lifetime payments starting after the end of
the fixed period.  The portion of your  contributions  or Annuity  Account Value
applied  under  the Life  Contingent  Annuity  does not have a Cash  Value or an
Annuity  Account  Value  and,  therefore,  does not  provide  for  transfers  or
withdrawals.  Once the fixed period has ended and payments  have begun under the
Life Contingent  Annuity,  subsequent amounts may no longer be applied under the
Life Contingent Annuity.                                                        

THERE IS NO DEATH BENEFIT PROVIDED UNDER THE LIFE CONTINGENT ANNUITY AND ANNUITY
INCOME IS PAID ONLY IF YOU (OR A JOINT ANNUITANT) ARE LIVING AT THE DATE ANNUITY
BENEFITS BEGIN.  BENEFITS ARE ONLY PAID DURING YOUR LIFETIME AND, IF APPLICABLE,
THE  LIFETIME  OF A JOINT  ANNUITANT.  CONSEQUENTLY,  YOU  SHOULD  CONSIDER  THE
POSSIBILITY  THAT NO AMOUNTS WILL BE PAID UNDER THE LIFE  CONTINGENT  ANNUITY IF
YOU (OR A JOINT  ANNUITANT)  DO NOT  SURVIVE TO THE DATE  PAYMENTS  ARE TO START
UNDER SUCH ANNUITY.                                                             

You may elect to have the Life Contingent  Annuity provide  payments on a Single
Life or a Joint  and  100% to  Survivor  basis.  Your  payments  under  the Life
Contingent Annuity will increase annually based on the increase,  if any, in the
Consumer  Price  Index,  but in no  event  greater  than 3% per  year.  The Life
Contingent Annuity may also provide payments on a Joint and one-half to Survivor
or a Joint and two-thirds to Survivor basis.                                    

Payments  under the Life  Contingent  Annuity  will be made to you  during  your
lifetime (and the lifetime of the joint  Annuitant,  if  applicable) on the same
payment mode and date as the payments that were made during the fixed period.   

Election Restrictions under Joint and Survivor                                  

Election of the Assured  Payment  Option with a Joint and  Survivor  form of the
Life Contingent Annuity is subject to the following restrictions:  (i) the joint
Annuitant must be your spouse;  (ii) neither you nor the joint  Annuitant can be
over age 83.                                                                    

Withdrawals under the Assured Payment Option                                    

While the Assured Payment Option is in effect, if you take a Lump Sum Withdrawal
as described under "Lump Sum Withdrawals" below (or, if a Lump Sum Withdrawal is
made  under a  Traditional  IRA  Certificate  to  satisfy  minimum  distribution
requirements  under the  Certificate),  such  withdrawals will be taken from all
remaining  GIROs to which your Annuity  Account Value is allocated and the Modal
Payment Portion of the Guaranteed Period Account,  if applicable,  such that the
amount of the payments  and the length of the fixed period will be reduced,  and
the  date  payments  are to start  under  the Life  Contingent  Annuity  will be
accelerated.  Additional  amounts above the amount of the  requested  withdrawal
will be withdrawn  from the  Guaranteed  Period  Account and applied to the Life
Contingent  Annuity to the extent necessary to achieve this result. As a result,
the same pattern of payments will continue in reduced amounts for your life, and
if applicable,  the life of your joint  Annuitant.  The first  reduction in your
payments will take place no later than the date of the next planned increase.   

Substantially  Equal Payment  Withdrawals,  Systematic  Withdrawals  and,  under
Traditional  IRA  Certificates,  Minimum  Distribution  Withdrawals,  may not be
elected while the Assured Payment Option is in effect. See "Substantially  Equal
Payment  Withdrawals,"   "Systematic   Withdrawals"  and  "Minimum  Distribution
Withdrawals," below.                                                            

Death Benefit                                                                   

Once you have elected the Assured  Payment  Option,  if a death benefit  becomes
payable  during  the fixed  period we will pay the death  benefit  amount to the
designated beneficiary. The death benefit amount is equal to the Annuity Account
Value in the Guaranteed Period Account or, if greater, the sum of the Guaranteed
Period  Amounts in each GIRO,  plus any amounts in the Modal Payment  Portion of
the Guaranteed Period Account. Unless you have elected a Joint and Survivor form
under  the Life  Contingent  Annuity,  no  payment  will be made  under the Life

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Contingent  Annuity.  The death benefit  payable relates only to the GIROs under
the  Certificate;  a death benefit is never  payable  under the Life  Contingent
Annuity.                                                                        

If you  have  elected  a Joint  and  Survivor  form of  annuity  under  the Life
Contingent  Annuity,  payments  will be made to you or the joint  Annuitant,  if
living on the date payments are to start.  The  designated  beneficiary  and the
joint Annuitant must be your spouse.                                            

Termination of the Assured Payment Option                                       

The Assured  Payment Option will be terminated if: (i) you cancel such option at
any time by  sending a written  request  satisfactory  to us;  (ii) you submit a
subsequent contribution and you do not want it applied under the Assured Payment
Option;  (iii) you request a transfer of your Annuity Account Value as described
under "Transfers among Investment  Options" in Part 4, while the Assured Payment
Option is in effect;  or (iv) you request a change in the date the  payments are
to start under the Life Contingent  Annuity.  Once the Assured Payment Option is
terminated,  in order to receive  distributions  from your Annuity Account Value
you must utilize the withdrawal  options  described under  "Withdrawal  Options"
below. Although the Life Contingent Annuity will continue in effect and payments
will be made if you or your joint  Annuitant,  if applicable,  are living on the
date payments are to start,  additional Life Contingent Annuity payments may not
be  purchased.  You may  elect to start  the  Assured  Payment  Option  again by
submitting a written request  satisfactory to us, but no sooner than three years
after the Option was  terminated.  If you own a Traditional  IRA Certificate and
you elected the Assured  Payment Option at age 70 1/2 or older and  subsequently
terminate this Option,  required minimum  distributions must continue to be made
with respect to your Traditional IRA Certificate.                               

For Traditional IRA Certificates, before terminating the Assured Payment Option,
you  should  consider  the   implications   this  may  have  under  the  minimum
distribution  requirements.  See "Traditional  Individual  Retirement  Annuities
(Traditional  IRAs): Tax  Considerations  for the Assured Payment Option and APO
Plus" in Part 8.                                                                

Income Annuity Options and Surrendering the Certificates                        

If you elect an annuity benefit as described under "Annuity  Benefits" below, or
surrender the Certificate  for its Cash Value as described  under  "Surrendering
the  Certificates  to Receive  the Cash  Value" in Part 4, once we receive  your
returned  Certificate,  your Certificate will be returned to you with a notation
that the Life Contingent Annuity is still in effect.  Thereafter,  no subsequent
contributions  will be  accepted  under the  Certificate  and no amounts  may be
applied under the Life Contingent Annuity.                                      

Withdrawal Charge                                                               

While the Assured Payment Option is in effect, withdrawal charges will not apply
to the level or  increasing  payments  made during the fixed  period.  Except as
necessary to meet minimum  distribution  requirements  under the Traditional IRA
Certificate,  Lump Sum  Withdrawals  will be subject to a withdrawal  charge and
will have a 10% free corridor available. Upon termination of the Assured Payment
Option,  the free corridor will apply as described under "Withdrawal  Charge" in
Part 6.                                                                         

APO PLUS                                                                        

APO Plus is a variation of the Assured Payment Option.  APO Plus is available at
ages 59 1/2  through  83.  It may  also be  elected  at ages as  young as 53 1/2
provided  payments  under APO Plus do not start  before  you  attain age 59 1/2.
Except as indicated below, all provisions of the Assured Payment Option apply to
APO Plus.  APO Plus enables you to keep a portion of your Annuity  Account Value
in the  Alliance  Common  Stock Fund or the  Alliance  Equity  Index Fund as you
select, while periodically converting such Annuity Account Value to increase the
guaranteed  lifetime income under the Assured Payment Option.  You select either
the Alliance  Common Stock Fund or Alliance Equity Index Fund in the application
and once  elected it may not be changed.  When you elect APO Plus,  a portion of
your initial contribution or Annuity Account Value as applicable is allocated by
us to the Assured Payment Option to provide a minimum amount of level guaranteed
lifetime income through allocation of amounts to the GIROs and the Modal Payment
Portion of the Guaranteed  Period  Account,  if applicable,  and  application of
amounts to the Life  Contingent  Annuity.  The remaining  Annuity  Account Value
remains  in the  Investment  Fund you  selected.  Periodically  during the fixed
period (as described below), a portion of the remaining Annuity Account Value in
such Investment Fund is applied to increase the guaranteed  level payments under
the Assured Payment Option.                                                     

APO Plus  allows you to remain  invested in an  Investment  Fund for longer than
would be possible if you applied your entire  Annuity  Account Value all at once
to the Assured Payment Option or to an annuity benefit, while utilizing an "exit
strategy" to provide retirement income.                                         

The  fixed  period  under  APO Plus will be based on your age (or the age of the
younger  Annuitant if Joint and Survivor is elected) at issue of the Certificate
(or age at the time of election if APO Plus is elected  after issue) and will be
the same as the periods  indicated for payments under "Assured  Payment  Option"
above.                                                                          

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You may elect to defer the payment start date as described in  "Payments"  under
"Assured  Payment Option" above.  The fixed period will also be as indicated for
deferral of the payment  start date for  increasing  payments  under the Assured
Payment Option.                                                                 

You elect  APO Plus in the  application  or at a later  date by  submitting  the
proper  form.  APO Plus may not be  elected  if the  Assured  Payment  Option is
already in effect.                                                              

The amount applied under APO Plus is either the initial contribution if APO Plus
is elected at issue of the Certificate, or the Annuity Account Value if APO Plus
is  elected  after  issue of the  Certificate.  Out of a portion  of the  amount
applied,  level payments are provided under the Assured  Payment Option equal to
the initial payment that would have been provided on the Transaction Date by the
allocation  of the entire  amount  under the Assured  Payment  Option  where the
payments increase as described above. The difference between the amount required
for level  payments  and the amount  required  for the  increasing  payments  is
allocated  to the  Investment  Fund.  If you have Annuity  Account  Value in the
Guaranteed  Period  Account at the time this option is elected,  a market  value
adjustment may apply as a result of such amounts being transferred to effect the
Assured Payment Option.                                                         

On the third  February  15th  following  the date the first  payment is made (if
payments are to be made on February  15th, the date of the first payment will be
counted  as the first  February  15th)  during  the fixed  period  while you are
living, a portion of the Annuity Account Value in the Investment Fund is applied
to increase the level payments under the Assured Payment  Option.  If a deferral
period of three years or more is elected, a portion of the Annuity Account Value
in the  Investment  Fund will be applied on the February  15th prior to the date
the first payment is made, to increase the initial level  payments.  If payments
are to be made on February  15th,  the date of the first payment will be counted
as the first February 15th.                                                     

The amount  applied is the amount which provides for level payments equal to the
initial  payment that would have been  provided by the  allocation of the entire
Annuity  Account Value to the Assured  Payment Option  increasing  payments,  as
described in the preceding  paragraph.  This process is repeated each third year
during the fixed period.  The first  increased  payment will be reflected in the
payment made  following  three full years of payments and then every three years
thereafter.  On the  Transaction  Date  immediately  following  the last payment
during the fixed period,  the remaining  Annuity Account Value in the Investment
Fund is first  applied  to the Life  Contingent  Annuity  to  change  the  level
payments previously  purchased to increasing  payments.  If there is any Annuity
Account  Value  remaining  after the  increasing  payments are  purchased,  this
balance is  applied to the Life  Contingent  Annuity  to further  increase  such
increasing  payments.  If the Annuity  Account Value in the  Investment  Fund is
insufficient  to  purchase  the  increasing  payments,  then the level  payments
previously purchased will be increased to the extent possible.                  

While APO Plus provides a minimum amount of level  guaranteed  lifetime  payment
under  the  Assured  Payment  Option,  the total  amount  of income  that can be
provided over time will depend on the  investment  performance of the Investment
Fund in which you have Annuity Account Value, as well as the current  Guaranteed
Rates and the cost of the Life Contingent Annuity, which may vary. Consequently,
the aggregate amount of guaranteed lifetime income under APO Plus may be more or
less than the amount that could have been purchased by application at the outset
of the entire  initial  contribution  or Annuity  Account  Value to the  Assured
Payment Option with increasing payments.                                        

See Appendix IV for an example of the payments  purchased  under Assured Payment
Option and APO Plus.                                                            

For  Traditional  IRA   Certificates,   in  calculating  your  required  minimum
distributions  your Annuity  Account Value in the  Investment  Fund, the Annuity
Account  Value in each  GIRO,  any  amount in the Modal  Payment  Portion of the
Guaranteed Period Account,  and the deemed value of the Life Contingent  Annuity
for tax purposes  will be taken into account as  described in  "Payments"  under
"Assured  Payment Option" above.  Also see  "Traditional  Individual  Retirement
Annuities (Traditional IRAs): Required Minimum Distributions" in Part 8.        

Allocation of Subsequent Contributions under APO Plus                           

Any  subsequent  contributions  you make may only be allocated to the Investment
Fund you  selected,  where it is later  applied by us under the Assured  Payment
Option.  Subsequent  contributions  may no longer  be made  after the end of the
fixed period.                                                                   

Withdrawals under APO Plus                                                      

While APO Plus is in  effect,  if you take a Lump Sum  Withdrawal  as  described
under "Lump Sum Withdrawals" below (or, under Traditional IRA Certificates, if a
Lump Sum Withdrawal is made to satisfy minimum  distribution  requirements under
the Certificate), such withdrawals will be taken from your Annuity Account Value
in the Investment  Fund unless you specify  otherwise.  If there is insufficient
value in the  Investment  Fund the  excess  will be taken from the GIROs and the
Modal Payment  Portion of the  Guaranteed  Period  Account,  if  applicable,  as
described under "Withdrawals under the Assured Payment Option" above.           

For Traditional IRA Certificates, a Lump Sum Withdrawal taken to satisfy minimum
distribution                                                                    

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requirements  under the Certificate will not be subject to a withdrawal  charge.

Death Benefit                                                                   

Once you have elected APO Plus, if a death benefit  becomes  payable  during the
fixed period we will pay the death benefit amount to the designated beneficiary.
The  death  benefit  amount  is equal to (i) the  Annuity  Account  Value in the
Guaranteed  Period  Account or, if  greater,  the sum of the  Guaranteed  Period
Amounts in each GIRO,  plus (ii) any amounts in the Modal Payment Portion of the
Guaranteed Period Account,  plus (iii)  contributions  allocated to the selected
Investment  Fund,  less amounts  applied to increase  payments under the Assured
Payment  Option and,  less any  withdrawals.  Unless you have elected  Joint and
Survivor under the Life  Contingent  Annuity,  no payment will be made under the
Life Contingent Annuity.  The death benefit relates only to the Investment Funds
and the GIROs under the Certificate;  a death benefit is never payable under the
Life Contingent Annuity.                                                        

Termination of APO Plus                                                         

You may terminate APO Plus at any time by submitting a request  satisfactory  to
us. In connection  with the  termination,  you may either (i) elect to terminate
APO Plus at any time and have  your  Certificate  operate  under  the  Equitable
Accumulator  Traditional  IRA or Roth IRA rules (see "Part 4:  Provisions of the
Certificates and Services We Provide") or (ii) elect the Assured Payment Option.
In the latter case your remaining  Annuity  Account Value in the Investment Fund
will be allocated to the  Guaranteed  Period  Account and applied under the Life
Contingent  Annuity.  A  market  value  adjustment  may  apply  for any  amounts
allocated  from a GIRO.  At  least 45 days  prior to the end of each  three-year
period,  we will send you a quote  indicating  how much future  income  could be
provided  under the  Assured  Payment  Option.  The quote would be based on your
current  Annuity  Account  Value,  current  Guaranteed  Rates  for the GIROs and
current  purchase rates under the Life Contingent  Annuity as of the date of the
quote. The actual amount of future income would depend on the rates in effect on
the Transaction Date.                                                           

WITHDRAWAL OPTIONS                                                              

The  Certificates  are annuity  contracts,  even though you may elect to receive
your  benefits  in a  non-annuity  form.  You may  take  withdrawals  from  your
Certificate  before  the  Annuity  Commencement  Date and while  you are  alive.
Special  withdrawal  rules may apply  under the Assured  Payment  Option and APO
Plus.                                                                           

Amounts  withdrawn  from  the  Guaranteed  Period  Account,  other  than  at the
Expiration  Date,  will result in a market value  adjustment.  See "Market Value
Adjustment for Transfers, Withdrawals or Surrender Prior to the Expiration Date"
in Part 2.  Withdrawals may be taxable and subject to tax penalty.  See "Part 8:
Tax Aspects of the Certificates."                                               

As a deterrent to early  withdrawal  (generally  prior to age 59 1/2),  the Code
provides  certain  penalties.  We may also be required to withhold  income taxes
from the amount distributed. These rules are outlined in "Part 8: Tax Aspects of
the Certificates."                                                              

Any withdrawal  while the Special  Dollar Cost Averaging  program in the Special
Dollar  Cost  Averaging  Account is in effect  will  cancel  such  program.  See
"Special Dollar Cost Averaging" in Part 4.                                      

LUMP SUM WITHDRAWALS                                                            

(Available under Traditional IRA, Roth IRA and NQ Certificates)                 

You may take Lump Sum  Withdrawals  at any time subject to a minimum  withdrawal
amount of $1,000.  A request to  withdraw  more than 90% of the Cash Value as of
the Transaction  Date will result in the termination of the Certificate and will
be  treated  as  a  surrender  of  the  Certificate  for  its  Cash  Value.  See
"Surrendering the Certificates to Receive the Cash Value" in Part 4.            

To make a Lump Sum  Withdrawal,  you must  submit a request  satisfactory  to us
which  specifies the Investment  Options from which the Lump Sum Withdrawal will
be  taken.  If we have  received  the  information  we  require,  the  requested
withdrawal  will become  effective on the  Transaction  Date and  proceeds  will
usually  be mailed  within  seven  calendar  days  thereafter,  but we may delay
payment as described  in "When  Payments Are Made" in Part 4. If we receive only
partially  completed  information,  our  Processing  Office will contact you for
specific instructions before your request can be processed.                     

Lump Sum Withdrawals in excess of the 15% free corridor amount may be subject to
a withdrawal  charge.  While either the Assured Payment Option or APO Plus is in
effect,  Lump Sum  Withdrawals  that exceed the 10% free corridor  amount may be
subject to a withdrawal charge. See "Withdrawal Charge" in Part 6.              

SYSTEMATIC WITHDRAWALS                                                          

(Available under Traditional IRA, Roth IRA and NQ Certificates)                 

Under  Traditional IRA and Roth IRA Certificates this option may be elected only
if you are between age 59 1/2 to 70 1/2.                                        

Systematic Withdrawals provide level percentage or level amount payouts. You may
choose to  receive  Systematic  Withdrawals  on a monthly,  quarterly  or annual
basis.  You select a dollar amount or percentage of the Annuity Account Value to
be  withdrawn,  subject to a maximum of 1.2% monthly,  3.6%  quarterly and 15.0%
annually,  but in no event may any  payment be less than $250.  If at the time a
Systematic  Withdrawal is to be made, the  withdrawal  amount would be less     

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than $250, no payment will be made and your Systematic  Withdrawal election will
terminate.                                                                      

You select the date of the month when the withdrawals  will be made, but you may
not choose a date later than the 28th day of the month.  If no date is selected,
withdrawals  will be made on the same  calendar day of the month as the Contract
Date. The  commencement of payments under the Systematic  Withdrawal  option may
not be elected to start sooner than 28 days after issue of the Certificate.     

You may elect  Systematic  Withdrawals at any time by completing the proper form
and sending it to our Processing Office. You may change the payment frequency of
your  Systematic  Withdrawals  once each Contract Year or cancel this withdrawal
option at any time by sending  notice in a form  satisfactory  to us. The notice
must be received at our Processing  Office at least seven calendar days prior to
the next scheduled withdrawal date. You may also change the amount or percentage
of your Systematic  Withdrawals once in each Contract Year. However, you may not
change the amount or percentage  in any Contract Year where you have  previously
taken another withdrawal under the Lump Sum Withdrawal option described above.  

Unless you specify otherwise,  Systematic Withdrawals will be withdrawn on a pro
rata basis from your Annuity Account Value in the Investment  Funds. If there is
insufficient value or no value in the Investment Funds, any additional amount of
the withdrawal  required or the total amount of the  withdrawal,  as applicable,
will be  withdrawn  from the GIROs in order of the earliest  Expiration  Date(s)
first (a market value adjustment may apply).                                    

Systematic  Withdrawals  are not subject to a withdrawal  charge,  except to the
extent that,  when added to a Lump Sum Withdrawal  previously  taken in the same
Contract Year, the Systematic  Withdrawal  exceeds the 15% free corridor amount.
See "Withdrawal Charge" in Part 6.                                              

Systematic  Withdrawals  may not be elected if the Special Dollar Cost Averaging
program from the Special Dollar Cost Averaging Account is in effect.            

SUBSTANTIALLY EQUAL PAYMENT WITHDRAWALS                                         

(Available under Traditional IRA and Roth IRA Certificates)                     

Substantially Equal Payment  Withdrawals provide  distributions from the Annuity
Account  Value of the amounts  necessary so that the 10% penalty  tax,  normally
applicable to distributions  made prior to age 59 1/2, does not apply. See "Part
8: Tax Aspects of the Certificates."  Once distributions  begin, they should not
be changed or stopped  until the later of age 59 1/2 or five years from the date
of the first  distribution.  If you change or stop the  distributions  or take a
Lump Sum  Withdrawal,  you may be liable for the 10% penalty tax that would have
otherwise been due on all prior distributions made under this option and for any
interest thereon.                                                               

Substantially  Equal Payment  Withdrawals  may be elected at any time if you are
below age 59 1/2. You can elect this option by  submitting  the proper  election
form. You select the day and the month when the first  withdrawal  will be made,
but it may not be sooner than 28 days after the issue of the Certificate.  In no
event may you elect to receive the first  payment in the same  Contract  Year in
which a Lump Sum  Withdrawal  was  taken.  We will  calculate  the amount of the
distribution  under a  method  we  select  and  payments  will be made  monthly,
quarterly or annually as you select.  These  payments  will  continue to be made
until we receive written notice from you to cancel this option. Such notice must
be received at our  Processing  Office at least seven calendar days prior to the
next scheduled withdrawal date.  Substantially Equal Payment Withdrawals may not
be elected if the Special Dollar Cost Averaging  program from the Special Dollar
Cost  Averaging  Account  is in  effect.  A  Lump  Sum  Withdrawal  taken  while
Substantially   Equal  Payment  Withdrawals  are  in  effect  will  cancel  such
withdrawals.  You may  elect  to start  receiving  Substantially  Equal  Payment
Withdrawals  again,  but in no event can the payments start in the same Contract
Year in  which  a Lump  Sum  Withdrawal  was  taken.  We  will  calculate  a new
distribution amount. As indicated in the preceding paragraph,  you may be liable
for the 10% penalty tax on Substantially  Equal Payment  Withdrawals made before
cancellation.                                                                   

Unless you specify otherwise,  Substantially  Equal Payment  Withdrawals will be
withdrawn on a pro rata basis from your Annuity  Account Value in the Investment
Funds. If there is insufficient  value or no value in the Investment  Funds, any
additional  amount of the withdrawal or the total amount of the  withdrawal,  as
applicable, will be withdrawn from the GIROs in order of the earliest Expiration
Date(s) first (a market value adjustment may apply).                            

Substantially Equal Payment Withdrawals are not subject to a withdrawal charge. 

MINIMUM DISTRIBUTION WITHDRAWALS                                                

(Available under Traditional IRA Certificates)                                  

Minimum Distribution  Withdrawals provide distributions from the Annuity Account
Value of the amounts  necessary to meet minimum  distribution  requirements  set
forth in the Code.  This  option  may be elected in the year in which you attain
age 70 1/2. You can elect Minimum  Distribution  Withdrawals  by submitting  the
proper  election form. The minimum amount we will pay out is $250. You may elect
Minimum  Distribution  Withdrawals for each Traditional IRA Certificate you own,
subject to our rules then in effect. Currently,                                 

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Minimum Distribution Withdrawal payments will be made annually.                 

Unless  you  specify  otherwise,   Minimum  Distributions  Withdrawals  will  be
withdrawn on a pro rata basis from your Annuity  Account Value in the Investment
Funds. If there is insufficient  value or no value in the Investment  Funds, any
additional  amount  of the  withdrawal  required  or  the  total  amount  of the
withdrawal,  as  applicable,  will be  withdrawn  from the GIROs in order of the
earliest Expiration Date(s) first (a market value adjustment may apply).        

Minimum Distribution  Withdrawals are not subject to a withdrawal charge, except
to the extent that, when added to a Lump Sum Withdrawal  previously taken in the
same Contract Year,  the Minimum  Distribution  Withdrawal  exceeds the 15% free
corridor amount. See "Withdrawal Charge" in Part 6.                             

Example                                                                         
-------                                                                         

The chart below illustrates the pattern of payments,  under Minimum Distribution
Withdrawals  for a male who purchases a Traditional  IRA  Certificate  at age 70
with a single  contribution of $100,000,  with payments commencing at the end of
the first Contract Year.                                                        

 PATTERN OF MINIMUM DISTRIBUTION WITHDRAWALS
$100,000 SINGLE CONTRIBUTION FOR A
SINGLE LIFE -- MALE AGE 70

[THE FOLLOWING TABLE WAS REPRESENTED AS AN AREA 
GRAPH IN THE PROSPECTUS]

AGE               AMOUNT WITHDRAWN
70                   $6,250     
75                   $7,653     
80                   $8,667     
85                   $8,770     
90                   $6,931     
95                   $3,727     
100                   $1,179      

Assumes 6.0% Rate of Return     

[END OF GRAPHICALLY REPRESENTED DATA] 

Payments are calculated  each year based on the Annuity Account Value at the end
of each year, using the recalculation method of determining payments. (See "Part
1 -- Minimum  Distribution  Withdrawals -- Traditional IRA  Certificates" in the
SAI.)  Payments are made  annually,  and it is further  assumed that no Lump Sum
Withdrawals are taken.                                                          

This example  assumes an annual rate of return of 6.0%  compounded  annually for
both the  Investment  Funds and the  Guaranteed  Period  Account.  It assumes no
allocation to the Special Dollar Cost Averaging Account.  This rate of return is
for  illustrative  purposes only and is not intended to represent an expected or
guaranteed rate of return. Your investment results will vary. In addition,  this
example  does  not  reflect  any  charges  that  may  be  applicable  under  the
Traditional IRA. Such charges would effectively reduce the actual return.       

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

Except as described in the next sentence, each withdrawal will cause a reduction
in your current  Guaranteed  Minimum Death Benefit and Guaranteed Minimum Income
Benefit  benefit  base  (described  below)  on a pro rata  basis.  Your  current
Guaranteed Minimum Death Benefit if based on the 6% Roll Up to Age 70 or 6% Roll
Up to Age 80, and your  Guaranteed  Minimum Income Benefit benefit base, will be
reduced on a  dollar-for-dollar  basis as long as the sum of your withdrawals in
any Contract  Year is 6% or less of the  beginning of Contract  Year  Guaranteed
Minimum  Death  Benefit.  Once a  withdrawal  is  made  that  causes  cumulative
withdrawals  in a Contract  Year to exceed 6% of the  beginning of Contract Year
Guaranteed Minimum Death Benefit, that withdrawal and any subsequent withdrawals
in that Contract Year will cause a pro rata reduction to occur.                 

Reduction on a  dollar-for-dollar  basis means your current  Guaranteed  Minimum
Death Benefit and Guaranteed  Minimum Income Benefit benefit base are reduced by
the dollar amount of the withdrawal. Reduction on a pro rata basis means that we
calculate the percentage of the Annuity Account Value as of the Transaction Date
that is being  withdrawn  and we reduce your current  Guaranteed  Minimum  Death
Benefit  and  Guaranteed  Minimum  Income  Benefit  benefit  base by  that  same
percentage.  For  example,  if your  Annuity  Account  Value is $10,000  and you
withdraw  $4,000,  you have  withdrawn  40%  ($4,000/  $10,000) of your  Annuity
Account Value. If your Guaranteed Minimum Death Benefit was $20,000 prior to the
withdrawal,  it  would  be  reduced  by  $8,000  ($20,000  x .40)  and  your new
Guaranteed  Minimum Death Benefit after the withdrawal would be $12,000 ($20,000
- $8,000).                                                                      

The  timing  of your  withdrawals  and  whether  they  exceed  the 6%  threshold
described above can have a significant  impact on your Guaranteed  Minimum Death
Benefit or Guaranteed Minimum Income Benefit.                                   

GUARANTEED MINIMUM INCOME BENEFIT                                               

BENEFIT BASE                                                                    

The  Guaranteed  Minimum  Income  Benefit  benefit  base is equal to the initial
contribution  on the Contract Date.  Thereafter,  the Guaranteed  Minimum Income
Benefit  benefit  base is  credited  with  interest at 6% (4% for amounts in the
Alliance Money Market and Alliance Intermediate Government Securities Funds, and
the GIROs,  except as indicated below) on each Contract Date anniversary through
the Annuitant's  age 80 (age                                                    

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70 if the 6% Roll Up to Age 70 is elected),  and 0% thereafter,  and is adjusted
for any subsequent contributions and withdrawals.  The Guaranteed Minimum Income
Benefit benefit base interest applicable to amounts in the Alliance Money Market
Fund under the Special Dollar Cost Averaging program  (described in Part 4) will
be 6%. The Guaranteed  Minimum Income Benefit  benefit base will also be reduced
by any withdrawal  charge  remaining on the  Transaction  Date that you exercise
your Guaranteed Minimum Income Benefit.                                         

Your  Guaranteed  Minimum Income  Benefit  benefit base is applied to guaranteed
minimum  annuity  purchase  factors to determine the  Guaranteed  Minimum Income
Benefit.  The  guaranteed  minimum  annuity  purchase  factors  are based on (i)
interest at 2.5% if the Guaranteed Minimum Income Benefit is exercised within 30
days  following a Contract  Date  anniversary  in years 7 through 9 and at 3% if
exercised within 30 days following the 10th or later Contract Date  anniversary,
and (ii) mortality tables that assume increasing  longevity.  These interest and
mortality  factors are generally  more  conservative  than the basis  underlying
current  annuity  purchase  factors,  which means that they would  produce  less
periodic income for an equal amount applied.                                    

Your  Guaranteed  Minimum Income Benefit benefit base does not create an Annuity
Account  Value or a Cash Value and is used solely for  purposes  of  calculating
your Guaranteed Minimum Income Benefit.                                         

ANNUITY BENEFITS AND PAYOUT ANNUITY OPTIONS                                     

The Equitable Accumulator Certificates offer annuity benefits and Income Manager
payout annuity options, described below, for providing retirement income.       

ANNUITY BENEFITS                                                                

Annuity benefits under the Equitable  Accumulator provide periodic payments over
a specified period of time which may be fixed or may be based on the Annuitant's
life.  Annuity forms of payment are  calculated  as of the Annuity  Commencement
Date,  which is on file with our Processing  Office.  You can change the Annuity
Commencement Date by writing to our Processing Office anytime before the Annuity
Commencement Date. However, you may not choose a date later than the 28th day of
any  month.  Also,  based  on  the  issue  age  of the  Annuitant,  the  Annuity
Commencement  Date may not be later than the  Processing  Date which follows the
Annuitant's 90th birthday (may be different in some states).                    

Before  the  Annuity  Commencement  Date,  we will send a letter  advising  that
annuity  benefits are available.  Unless you otherwise  elect, we will pay fixed
annuity  benefits on the "normal form" indicated for your  Certificate as of the
Annuity  Commencement  Date. The amount  applied to provide the annuity  benefit
will be (1) the Annuity  Account Value for any life annuity form or (2) the Cash
Value for any period certain only annuity form except that if the period certain
is more than five  years,  the  amount  applied  will be no less than 95% of the
Annuity Account Value.                                                          

Amounts  in the  GIROs  that  are  applied  to an  annuity  benefit  prior to an
Expiration  Date will result in a market  value  adjustment.  See "Market  Value
Adjustment for Transfers, Withdrawals or Surrender Prior to the Expiration Date"
in Part 2.                                                                      

Annuity Forms                                                                   

o  Life  Annuity:  An  annuity  which  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 death benefit  associated  with this
   annuity  form,  it provides  the highest  monthly  payment of any of the life
income annuity options, so long as the Annuitant is living.               

o  Life Annuity -- Period Certain:  This annuity form also  guarantees  payments
   for the rest of the  Annuitant's  life. In addition,  if the  Annuitant  dies
   before the end of a selected period of time (the "certain period"),  payments
   will continue to the  beneficiary  for the balance of the certain  period.  A
   life annuity with a certain  period of 10 years is the normal form of annuity
under the Certificates.                                                   

o  Life Annuity -- Refund Certain:  This annuity form guarantees payments to you
   for the rest of the  Annuitant's  life. In addition,  if the  Annuitant  dies
   before the amount applied to purchase this annuity option has been recovered,
   payments  will  continue  to your  beneficiary  until  that  amount  has been
recovered. This option is available only as a fixed annuity.              

o  Period Certain Annuity:  This annuity form guarantees payments for a specific
   period of time,  usually  5, 10, 15 or 20 years,  and does not  involve  life
   contingencies.  Currently  this annuity  option is available  only as a fixed
annuity.                                                                  

o  Joint and Survivor Life Annuity:  This annuity form  guarantees  payments for
   the  rest  of  the  Annuitant's  life  and,  after  the  Annuitant's   death,
continuation of payments to the survivor.                                 

The life annuity -- period  certain and the life  annuity -- refund  certain are
available on either a single life or joint and survivor life basis.             

We offer the annuity  distribution  options  outlined  above in fixed  form.  In
variable form, only the following options are available: Life Annuity (except in
New York),  Life Annuity -- Period Certain,  Joint and Survivor Life Annuity and
Life Period  Certain  Annuity  (100% to Survivor).  Fixed  annuity  payments are
guaranteed  by us and will be based either on the tables                        

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of  guaranteed  annuity  payments  in your  Certificate  or on our then  current
annuity rates,  whichever is more favorable for the Annuitant.  Variable  income
annuities may be funded  through your choice of Investment  Funds of HRT through
the purchase of annuity units.  The amount of each variable  annuity payment may
fluctuate,  depending  upon the  performance of the  Investment  Funds.  That is
because the annuity  unit value rises and falls  depending on whether the actual
rate of net  investment  return (after  deduction of charges) is higher or lower
than the assumed  base rate.  See  "Annuity  Unit  Values" in the SAI.  Variable
income annuities may also be available by separate  prospectus through the Funds
of other separate accounts we offer.                                            

Under QP  Certificates,  the only annuity forms  available are a Life Annuity 10
Year  Period  Certain,  or a Joint and  Survivor  Life  Annuity  10 Year  Period
Certain.                                                                        

For all Annuitants  under  Traditional  IRA, Roth IRA and NQ  Certificates,  the
normal form of annuity provides for fixed payments. We may offer other forms not
outlined here. Your agent can provide details.                                  

For each annuity benefit, we will issue a separate written agreement putting the
benefit into effect. Before we pay any annuity benefit, we require the return of
the Certificate.                                                                

The amount of the annuity payments will depend on the amount applied to purchase
the annuity, the type of annuity chosen and, in the case of a life annuity form,
the  Annuitant's  age (or the  Annuitant's  and joint  Annuitant's  ages) and in
certain instances,  the sex of the Annuitant(s).  Once an income annuity form is
chosen and payments have commenced, no change can be made.                      

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

INCOME MANAGER PAYOUT ANNUITY OPTIONS                                           

Under Traditional IRA, Roth IRA and NQ Certificates,  you may apply your Annuity
Account Value to an Income Manager (Life Annuity with a Period  Certain)  payout
annuity  certificate,  or an Income  Manager  (Period  Certain)  payout  annuity
certificate.                                                                    

Under QP Certificates,  Income Manager payout annuity certificates are available
only  after the  trustee  of the  qualified  plan  changes  ownership  of the QP
Certificate to the Annuitant,  and the Annuitant,  as the new Certificate Owner,
converts  such  QP  Certificate  in  a  direct  rollover  to a  Traditional  IRA
Certificate  according  to our rules at the time of the  change.  The  change of
ownership and rollover to a Traditional  IRA Certificate may only occur when the
Annuitant will no longer be a Participant/Employee in the qualified plan.       

The  Income  Manager  (Life  Annuity  with  a  Period  Certain)  payout  annuity
certificates  provide  guaranteed  payments for the Annuitant's  life or for the
Annuitant's  life  and the life of a joint  Annuitant.  Income  Manager  (Period
Certain) payout annuity  certificates  provide payments for a specified  period.
The  Certificate  Owner  and  Annuitant  must  meet the  issue  age and  payment
requirements.  Income  Manager payout annuity  certificates  provide  guaranteed
level payments  (Traditional IRA, Roth IRA and NQ Certificates) under both forms
of certificate,  or guaranteed  increasing payments (NQ Certificates) under only
Income Manager (Life Annuity with a Period Certain) payout annuity certificates.

If you apply a part of the Annuity  Account  Value under any of the above Income
Manager payout annuity certificates,  it will be considered a withdrawal and may
be subject to withdrawal charges. See "Withdrawal Options" above. If 100% of the
Annuity Account Value is applied from an Equitable Accumulator  Certificate at a
time when the  dollar  amount of the  withdrawal  charge is  greater  than 2% of
remaining contributions (after withdrawals),  such withdrawal charge will not be
deducted.  However,  a new withdrawal  charge  schedule will apply under the new
certificate.  For purposes of the withdrawal charge schedule,  the year in which
your  Annuity  Account  Value  is  applied  under  the new  certificate  will be
"Contract  Year 1." If 100% of the  Annuity  Account  Value is applied  from the
Equitable  Accumulator when the dollar amount of the withdrawal  charge is 2% or
less,  such  withdrawal  charge  will  not be  deducted  and  there  will  be no
withdrawal  charge schedule under the new  certificate.  You should consider the
timing of your purchase as it relates to the potential  for  withdrawal  charges
under the new certificate.  No subsequent  contributions will be permitted under
an  Income  Manager  (Life  Annuity  with  a  Period   Certain)  payout  annuity
certificate.                                                                    

You may also apply  your  Annuity  Account  Value to an Income  Manager  (Period
Certain) payout annuity  certificate  once  withdrawal  charges are no longer in
effect under your Equitable Accumulator Certificate.  No withdrawal charges will
apply under this Income Manager (Period Certain) payout annuity certificate.    

The payout  annuities are described in our  prospectus  for the Income  Manager.
Copies of the most current version are available from your agent. To purchase an
Income  Manager  payout  annuity  certificate we also require the return of your
Equitable Accumulator Certificate.  An Income Manager payout annuity certificate
will be issued to put one of the payout annuity  options into effect.  Depending
upon your circumstances,  this may be accomplished on a tax-free basis.  Consult
your tax adviser.                                                               

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--------------------------------------------------------------------------------
PART 6: DEDUCTIONS AND CHARGES
--------------------------------------------------------------------------------

CHARGES DEDUCTED FROM THE ANNUITY ACCOUNT VALUE                                 

We allocate the entire amount of each contribution to the Investment Options you
select,  subject to certain  restrictions.  We then periodically  deduct certain
amounts from your Annuity Account Value. Unless otherwise indicated, the charges
described  below and under "Charges  Deducted from the  Investment  Funds" below
will not be  increased  by us for the life of the  Certificates.  We may  reduce
certain charges under group or sponsored  arrangements.  See "Group or Sponsored
Arrangements" below.                                                            

Withdrawal Charge                                                               

A withdrawal charge will be imposed as a percentage of each contribution made to
the extent that (i) a Lump Sum  Withdrawal  or cumulative  withdrawals  during a
Contract Year exceed the free corridor  amount,  or (ii) if the  Certificate  is
surrendered  to receive its Cash  Value.  We  determine  the  withdrawal  charge
separately for each contribution in accordance with the table below.            

CONTRACT YEAR     
1    2     3     4     5     6     7    8+    
--------------------------------------------------------------------------------
Percentage of                                                                   
Contribution   7.0% 6.0%  5.0%   4.0%  3.0% 2.0%  1.0%  0.0%                    

If the Assured  Payment Option or APO Plus is in effect,  the withdrawal  charge
will be imposed as a percentage of contributions  (less  withdrawals),  less the
amount applied under the Life Contingent Annuity.                               

The applicable  withdrawal  charge percentage is determined by the Contract Year
in which  the  excess  withdrawal  is made or the  Certificate  is  surrendered,
beginning with "Contract Year 1" with respect to each contribution  withdrawn or
surrendered. For purposes of the table, for each contribution, the Contract Year
in which we receive that contribution is "Contract Year 1."                     

The withdrawal  charge is deducted from the  Investment  Options from which each
such  withdrawal is made in proportion to the amount being  withdrawn  from each
Investment Option.                                                              

Free Corridor Amount                                                            

The free corridor amount is 15% of the Annuity Account Value at the beginning of
the Contract Year,  minus any amount  previously  withdrawn during that Contract
Year.                                                                           

While the Assured  Payment  Option or APO Plus is in effect,  the free  corridor
amount is 10% of the Annuity  Account  Value at the  beginning  of the  Contract
Year.                                                                           

There is no  withdrawal  charge  if a Lump Sum  Withdrawal  is taken to  satisfy
minimum  distribution  requirements under a Traditional IRA Certificate.  A free
corridor amount is not applicable to a surrender.                               

For purposes of calculating the withdrawal charge, (1) we treat contributions as
being withdrawn on a first-in,  first-out basis, and (2) amounts withdrawn up to
the free corridor  amount are not considered a withdrawal of any  contributions.
Although we treat  contributions  as withdrawn  before  earnings for purposes of
calculating  the withdrawal  charge,  the Federal income tax law treats earnings
under Equitable  Accumulator  Certificates as withdrawn  first. See "Part 8: Tax
Aspects of the Certificates."                                                   

The withdrawal charge is to help cover sales expenses.                          

For NQ  Certificates  issued to a charitable  remainder  trust  (CRT),  the free
corridor  amount will be changed to be the  greater of (1) the  current  Annuity
Account Value, less contributions that have not been withdrawn  (earnings in the
Certificate),  and  (2) the  free  corridor  amount  defined  above.  If you are
considering an annuity for use in a CRT, see  "Charitable  Remainder  Trusts" in
Part 8 concerning recent IRS announcements on the use of annuities in CRTs.     

We may also offer other  Equitable  Accumulator  certificates,  which have other
charges.   A  current   prospectus   for  these  other   Equitable   Accumulator
certificates, if available, may be obtained from your agent.                    

baseBUILDER Benefits Charge                                                     

If you elect the  Combined  Guaranteed  Minimum  Income  Benefit and  Guaranteed
Minimum Death Benefit,  we deduct a charge annually on each Processing Date. The
charge is equal to a percentage of the Guaranteed Minimum Income Benefit benefit
base in effect on the Processing  Date. For the baseBUILDER  with the 6% Roll Up
to Age 80  Guaranteed  Minimum  Death  Benefit and the Annual  Ratchet to Age 80
Guaranteed  Minimum Death Benefit (available for Annuitant issue ages 20 through
75), the percentage is equal to 0.30%.  For the baseBUILDER  with the 6% Roll Up
to Age 70 Guaranteed  Minimum Death Benefit  (available  under  Traditional  IRA
Certificates for Annuitant issue ages 20 through 60), the percentage is equal to
0.15%.  The Guaranteed  Minimum Income Benefit  benefit base is described  under
"How  Withdrawals  Affect Your Guaranteed  Minimum Income Benefit and Guaranteed
Minimum Death Benefit" in Part 5.                                               

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This charge will be deducted from your Annuity  Account Value in the  Investment
Funds on a pro rata  basis.  If there is  insufficient  value in the  Investment
Funds,  all or a portion of such charge will be deducted from the GIROs in order
of the earliest  Expiration  Date(s) first. A market value adjustment may apply.
See "Market Value  Adjustment for Transfers,  Withdrawals or Surrender  Prior to
the Expiration Date" in Part 2.                                                 

Charges for State Premium and Other Applicable Taxes                            

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

CHARGES DEDUCTED FROM THE INVESTMENT FUNDS                                      

Mortality and Expense Risks Charge                                              

We will  deduct a daily  charge from the net assets in each  Investment  Fund to
compensate us for mortality and expense risks,  including the Guaranteed Minimum
Death Benefit. The daily charge is at the rate of 0.003032%, which is equivalent
to an annual rate of 1.10%, on the assets in each Investment Fund.              

The mortality risk assumed is the risk that  Annuitants as a group will live for
a longer time than our actuarial tables predict. As a result, 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
Certificate,  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  Certificate.  The  expense  risk
assumed  is the risk  that it will  cost us more to  issue  and  administer  the
Certificates than we expect.                                                    

Administration Charge                                                           

We will deduct a daily charge from the net assets in each  Investment  Fund,  to
compensate us for  administration  expenses  under the  Certificates.  The daily
charge is at a rate of 0.000692%  (equivalent to an annual rate of 0.25%) on the
assets in each Investment  Fund. We reserve the right to increase this charge to
an annual rate of 0.35%, the maximum permitted under the Certificates.          

HRT CHARGES TO PORTFOLIOS                                                       

Investment  advisory fees charged  daily  against  HRT's assets,  the 12b-1 fee,
direct  operating  expenses  of  HRT  (such  as  trustees'  fees,   expenses  of
independent auditors and legal counsel, bank and custodian charges and liability
insurance),  and certain  investment-related  expenses of HRT (such as brokerage
commissions and other expenses  related to the purchase and sale of securities),
are  reflected in each  Portfolio's  daily share price.  The maximum  investment
advisory fees paid annually by the Portfolios  cannot be changed  without a vote
by shareholders. They are as follows:                                           

-------------------------------------------------------------                   
                   MAXIMUM
                    INVESTMENT
                    ADVISORY FEE
HRT PORTFOLIO                              (ANNUAL RATE)                        
-------------------------------------------------------------                   
Alliance Conservative Investors                 0.475%                          
Alliance Growth Investors                       0.550%                          
Alliance Growth & Income                        0.550%                          
Alliance Common Stock                           0.475%                          
Alliance Global                                 0.675%                          
Alliance International                          0.900%                          
Alliance Aggressive Stock                       0.625%                          
Alliance Small Cap Growth                       0.900%                          
Alliance Money Market                           0.350%                          
Alliance Intermediate Government                                                
Securities                                   0.500%                       
Alliance High Yield                             0.600%                          
Alliance Equity Index                           0.325%                          
-------------------------------------------------------------                   

Investment  advisory  fees  are  established  under  HRT's  investment  advisory
agreements between HRT and its investment adviser, Alliance.                    

The Rule 12b-1 Plan provides that HRT, on behalf of each  Portfolio  (other than
the Alliance Small Cap Growth Portfolio), may pay to EDI annually up to 0.25% of
the average daily net assets of a Portfolio  attributable to its Class IB shares
in respect of activities  primarily  intended to result in the sale of the Class
IB shares. This fee will not be increased for the life of the Certificates. With
respect to the Alliance Small Cap Growth  Portfolio,  EDI will receive an annual
fee not to exceed the lesser of (a) 0.25% of the average daily net assets of the
Portfolio  attributable to Class IB shares and (b) an amount that, when added to
certain  other  expenses  of the  Class IB  shares,  would  result in a ratio of
expenses to average daily net assets  attributable to Class IB shares  equalling
1.20%.  Prior to  October  8,  1997,  EDI waived a portion of the 12b-1 fee with
respect  to the  Alliance  Small Cap Growth  Portfolio.  Fees and  expenses  are
described more fully in the HRT prospectus.                                     

EQAT CHARGES TO PORTFOLIOS                                                      

Investment  management fees charged daily against EQAT's assets,  the 12b-1 fee,
direct  operating  expenses  of  EQAT  (such  as  trustees'  fees,  expenses  of
independent auditors and legal counsel,  administrative  service fees, custodian
fees, and liability insurance), and certain investment-related  expenses of EQAT
(such as brokerage  commissions  and other expenses  related to the purchase and
sale of securi-                                                                 

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ties),  are  reflected in each  Portfolio's  daily share price.  The  investment
management fees paid annually by the Portfolios cannot be changed without a vote
by shareholders. They are as follows:                                           

-------------------------------------------------------------                   
                   MAXIMUM
                    INVESTMENT
                    MANAGEMENT AND
                    ADVISORY FEE
EQAT PORTFOLIO                             (ANNUAL RATE)                        
-------------------------------------------------------------                   
BT Equity 500 Index                             0.25%                           
BT Small Company Index                          0.25%                           
BT International Equity Index                   0.35%                           
MFS Emerging Growth Companies                   0.55%                           
MFS Research                                    0.55%                           
Merrill Lynch Basic Value Equity                0.55%                           
Merrill Lynch World Strategy                    0.70%                           
Morgan Stanley Emerging Markets Equity          1.15%                           
EQ/Putnam Balanced                              0.55%                           
EQ/Putnam Growth and Income Value               0.55%                           
T. Rowe Price Equity Income                     0.55%                           
T. Rowe Price International Stock               0.75%                           
Warburg Pincus Small Company Value              0.65%                           
--------------------------------------------------------------                  

EQ Financial  has entered into expense  limitation  agreements  with EQAT,  with
respect to each Portfolio, pursuant to which EQ Financial has agreed to waive or
limit its fees and to assume other  expenses so that the total annual  operating
expenses  of  each  Portfolio   (other  than  interest,   taxes,  and  brokerage
commissions, in accordance with generally accepted accounting principles,  other
extraordinary  expenses not incurred in the ordinary course of such  Portfolio's
business and amounts payable  pursuant to a plan adopted in accordance with Rule
12b-1 under the 1940 Act) are limited to certain amounts. See the prospectus for
EQAT for more information.                                                      

The Rule 12b-1 Plan provides that EQAT, on behalf of each Portfolio,  may pay to
EDI  annually  up to  0.25% of the  average  daily  net  assets  of a  Portfolio
attributable to its Class IB shares in respect of activities  primarily intended
to result in the sale of the Class IB shares. This fee will not be increased for
the life of the Certificates.  Fees and expenses are described more fully in the
EQAT prospectus.                                                                

GROUP OR SPONSORED ARRANGEMENTS                                                 

For certain group or sponsored arrangements, we may reduce the withdrawal charge
or the  mortality  and  expense  risks  charge,  or change the  minimum  initial
contribution requirements.  Under the Assured Payment Option and APO Plus we may
increase  Guaranteed  Rates and reduce  purchase rates under the Life Contingent
Annuity.  We may also  change  the  Guaranteed  Minimum  Death  Benefit  and the
Guaranteed Minimum Income Benefit.  We may also offer Investment Funds investing
in Class IA shares of HRT and EQAT,  which  are not  subject  to the 12b-1  fee.
Group arrangements include those in which a trustee or an employer, for example,
purchases  contracts  covering a group of  individuals  on a group basis.  Group
arrangements  are not available for Traditional  IRA and Roth IRA  Certificates.
Sponsored  arrangements  include  those in which an  employer  allows us to sell
Certificates to its employees or retirees on an individual basis.               

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

We may also establish  different  Guaranteed Rates for the GIROs under different
classes of Certificates for group or sponsored arrangements.                    

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

Group or  sponsored  arrangements  may be  governed  by the Code,  the  Employee
Retirement   Income  Security  Act  of  1974  (ERISA),   or  both.  We  make  no
representations  as to the  impact of those and  other  applicable  laws on such
programs. WE RECOMMEND THAT EMPLOYERS, TRUSTEES, AND OTHERS PURCHASING OR MAKING
CERTIFICATES AVAILABLE FOR PURCHASE UNDER SUCH PROGRAMS SEEK THE ADVICE OF THEIR
OWN LEGAL AND BENEFITS ADVISERS.                                                

OTHER DISTRIBUTION ARRANGEMENTS                                                 

Charges  may be  reduced  or  eliminated  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 receive
no  commission  or  reduced  commissions  in  connection  with  the  sale of the
Certificates.  In no  event  will a  reduction  or  elimination  of  charges  be
permitted where it would be unfairly discriminatory.                            

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 PART 7: VOTING RIGHTS
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THE TRUSTS' VOTING RIGHTS                                                       

As explained  previously,  contributions  allocated to the Investment  Funds are
invested in shares of the corresponding Portfolios of HRT and EQAT. Since we own
the assets of the Separate Account, we are the legal owner of the shares and, as
such,  have the right to vote on certain  matters.  Among other  things,  we may
vote:                                                                           

o  to elect the Trusts' Board of Trustees,                                      

o  to ratify the selection of independent auditors for the Trusts, and          

o  on any other matters described in the current  prospectuses for the Trusts or
requiring a vote by shareholders under the 1940 Act.                      

Because HRT is a  Massachusetts  business trust and EQAT is a Delaware  business
trust,  annual meetings are not required.  Whenever a shareholder vote is taken,
we will give  Certificate  Owners the opportunity to instruct us how to vote the
number  of  shares  attributable  to their  Certificates.  If we do not  receive
instructions in time from all Certificate  Owners,  we will vote the shares of a
Portfolio for which no instructions have been received in the same proportion as
we vote shares of that  Portfolio  for which we have received  instructions.  We
will also vote any  shares  that we are  entitled  to vote  directly  because of
amounts we have in an Investment Fund in the same  proportions  that Certificate
Owners vote.                                                                    

Each share of the Trusts is  entitled  to one vote.  Fractional  shares  will be
counted.  Voting  generally  is on a  Portfolio-by-Portfolio  basis  except that
shares  will be voted on an  aggregate  basis when  universal  matters,  such as
election of Trustees and ratification of independent  auditors,  are voted upon.
However,  if the Trustees  determine  that  shareholders  in a Portfolio are not
affected by a particular matter,  then such shareholders  generally would not be
entitled to vote on that matter.                                                

VOTING RIGHTS OF OTHERS                                                         

Currently,  we control each trust.  EQAT shares  currently  are sold only to our
separate accounts. HRT shares are held by other separate accounts of ours and by
separate  accounts of insurance  companies  unaffiliated with us. Shares held by
these separate  accounts will probably be voted according to the instructions of
the  owners of  insurance  policies  and  contracts  issued  by those  insurance
companies.  While this will dilute the effect of the voting  instructions of the
Certificate Owners, we currently do not foresee any disadvantages arising out of
this. HRT's Board of Trustees intends to monitor events in order to identify any
material irreconcilable  conflicts that possibly may arise and to determine what
action,  if any, should be taken in response.  If we believe that HRT's response
to any of those events  insufficiently  protects our Certificate Owners, we will
see to it that appropriate action is taken to protect our Certificate Owners.   

SEPARATE ACCOUNT VOTING RIGHTS                                                  

If actions relating to the Separate Account require  Certificate Owner approval,
Certificate  Owners will be entitled to one vote for each Accumulation Unit they
have in the Investment  Funds. Each Certificate Owner who has elected a variable
annuity  payout  may cast the  number  of votes  equal to the  dollar  amount of
reserves we are holding for that  annuity in an  Investment  Fund divided by the
Accumulation   Unit  Value  for  that  Investment   Fund.  We  will  cast  votes
attributable  to any  amounts  we  have  in the  Investment  Funds  in the  same
proportion as votes cast by Certificate 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
promulgated  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.                                                                    

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 PART 8: TAX ASPECTS OF THE CERTIFICATES
--------------------------------------------------------------------------------

This Part of the prospectus  generally  covers our  understanding of the current
Federal  income  tax  rules  that  apply to NQ,  Traditional  IRA,  and Roth IRA
Certificates owned by United States taxpayers.                                  

This Part does not apply to NQ Certificates  used as the investment  vehicle for
qualified plans discussed throughout the prospectus and in Appendix II.         

This prospectus  does not provide  detailed tax information and does not address
issues such as state income and other taxes,  Federal income tax and withholding
rules for non-U.S. taxpayers, or Federal gift and estate taxes. A gift or estate
tax  transfer  may arise  whenever  payments or contract  rights are provided to
someone other than the original owner of the Certificates.  Please consult a tax
adviser when considering the tax aspects of the Certificates.                   

TAX CHANGES                                                                     

The United  States  Congress  has in the past  considered  and may in the future
consider  proposals  for  legislation  that,  if enacted,  could  change the tax
treatment of annuities and individual retirement arrangements.  In addition, the
Treasury Department may amend existing  regulations,  issue new regulations,  or
adopt new interpretations of existing laws. State tax laws and, if you are not a
United States  resident,  foreign tax laws, may also affect the tax consequences
to you or the  beneficiary.  These  laws may  change  from time to time  without
notice and, as a result, the tax consequences may be altered. There is no way of
predicting whether,  when or in what form any such change would be adopted.  Any
such change could have retroactive  effects regardless of the date of enactment.
We suggest you consult your legal or tax adviser.                               

TRANSFERS AMONG INVESTMENT OPTIONS                                              

Under current law,  there will not be any tax liability if you transfer  Annuity
Account  Value among the  Investment  Funds,  or between the  Guaranteed  Period
Account  and one or more  Investment  Funds,  or from the  Special  Dollar  Cost
Averaging Account.                                                              

TAXATION OF NON-QUALIFIED ANNUITIES                                             

This section  generally  covers our  understanding of the current Federal income
tax laws that apply to a  non-qualified  annuity  purchased  with only after-tax
dollars and not subject to any special retirement plan rules.                   

Equitable  Life has designed the NQ  Certificate  to qualify as an "annuity" for
purposes of Federal  income tax law.  Gains in the Annuity  Account Value of the
Certificate  generally will not be taxable to you until a  distribution  occurs,
either by a  withdrawal  of part or all of its value or as a series of  periodic
payments.  However, there are some exceptions to this rule: (1) if a Certificate
fails  the  investment  diversification  requirements;  (2)  if you  transfer  a
Certificate,  for  example,  as a gift to  someone  other  than your  spouse (or
divorced  spouse),  any gain in its Annuity  Account  Value will be taxed at the
time of transfer;  (3) the assignment or pledge of any portion of the value of a
Certificate   will  be  treated  as  a  distribution  of  that  portion  of  the
Certificate;  and (4) when an insurance  company (or its affiliate)  issues more
than one  non-qualified  deferred  annuity  certificate  or contract  during any
calendar year to the same taxpayer,  the  certificates or contracts are required
to be aggregated in computing the taxable amount of any distribution.           

Corporations,  partnerships,  trusts  and other  non-natural  persons  generally
cannot defer the taxation of current income credited to the  Certificate  unless
an exception under the Code applies.                                            

Withdrawals                                                                     

Prior to the Annuity  Commencement Date, any withdrawal which does not terminate
your total interest in the NQ  Certificate is taxable to you as ordinary  income
to the extent there has been a gain in the Annuity Account Value, and is subject
to income tax withholding. See "Federal and State Income Tax Withholding" below.
The balance of the  distribution  is treated as a return of the  "investment" or
"basis" in the  Certificate  and is not taxable.  Generally,  the  investment or
basis in the NQ  Certificate  equals the  contributions  made,  less any amounts
previously  withdrawn which were not taxable.  If your Equitable  Accumulator NQ
Certificate  was  issued as a result of a tax-free  exchange  of another NQ life
insurance  or deferred  annuity  contract as  described  in "Methods of Payment:
Section 1035  Exchanges" in Part 4, your  investment  in that original  contract
generally is treated as the basis in the Equitable  Accumulator  NQ  Certificate
regardless of the value of that  original  contract at the time of the exchange.
Special rules may apply if contributions made to another annuity  certificate or
contract prior to August 14, 1982 are transferred to a Certificate in a tax-free
exchange.  To take advantage of these rules, you must notify us prior to such an
exchange.                                                                       

If you surrender or cancel the NQ  Certificate,  the  distribution is taxable to
the extent it exceeds the investment in the NQ Certificate.                     

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Annuity  Payments                                                               

Once annuity  payments  begin,  a portion of each payment is  considered to be a
tax-free  recovery of  investment  based on the ratio of the  investment  to the
expected return under the NQ Certificate.  The remainder of each payment will be
taxable. In the case of a variable annuity,  special rules apply if the payments
received in a year are less than the amount  permitted to be recovered tax free.
In the case of a life annuity,  after the total  investment has been  recovered,
future  payments are fully  taxable.  If payments  cease as a result of death, a
deduction for any unrecovered investment will be allowed.                       

Early Distribution Penalty Tax                                                  

In addition  to income tax, a penalty tax of 10% applies to the taxable  portion
of a distribution  unless the  distribution is (1) made on or after the date you
attain age 59 1/2,  (2) made on or after your death,  (3)  attributable  to your
disability,  (4) part of a series  of  substantially  equal  installments  as an
annuity  for your life (or life  expectancy)  or the joint  lives (or joint life
expectancies) of you and a beneficiary,  or (5) with respect to income allocable
to amounts contributed to an annuity certificate or contract prior to August 14,
1982 which are transferred to the Certificate in a tax-free exchange.           

Payments as a Result of Death                                                   

If, as a result of the Annuitant's death, the beneficiary is entitled to receive
the death benefit  described in Part 4, the beneficiary is generally  subject to
the  same  tax  treatment  as  would  apply  to  you,  had you  surrendered  the
Certificate (discussed above).                                                  

If the beneficiary elects to take the death benefit in the form of a life income
or installment  option, the election should be made within 60 days after the day
on which a lump sum death benefit  first becomes  payable and before any benefit
is actually  paid.  The tax  computation  will  reflect your  investment  in the
Certificate.                                                                    

The  Certificate  provides a minimum  guaranteed  death  benefit that in certain
circumstances may be greater than either the  contributions  made or the Annuity
Account Value. This provision provides investment protection against an untimely
termination  of a  Certificate  on the death of an  Annuitant at a time when the
Certificate's  Annuity  Account  Value  might  otherwise  have  provided a lower
benefit.  Although we do not believe that the  provision of this benefit  should
have any adverse tax effect,  it is possible  that the IRS could take a contrary
position  and could  assert  that some  portion of the  charges  for the minimum
guaranteed  death benefit should be treated for Federal income tax purposes as a
partial  withdrawal  from  the  Certificate.  If this  were  so,  such a  deemed
withdrawal could be taxable,  and for Certificate  Owners under age 59 1/2, also
subject to tax penalty.                                                         

Special  distribution  requirements  apply  upon  the  death  of the  owner of a
non-qualified  annuity.  That is, in the case of a contract  where the owner and
annuitant are different, even though the annuity contract could continue because
the  annuitant  has not died,  Federal  tax law  requires  that the  person  who
succeeds as owner of the  contract  take  taxable  distribution  of the contract
within a specified  period of time. This includes the surviving Joint Owner in a
nonspousal  joint ownership  situation.  See "When an NQ Certificate  Owner Dies
before the Annuitant" in Part 4.                                                

CHARITABLE REMAINDER TRUSTS                                                     

On April 17, 1997,  the IRS issued  proposed  regulations  concerning  CRTs. The
preamble to the proposed  regulation  indicates that the IRS is studying whether
the use of deferred  annuities  or other  assets  offering  similar tax benefits
causes a CRT to fail to qualify as a CRT under the tax law.  The IRS also issued
a Revenue  Procedure  which indicates that effective such date it will no longer
issue rulings that a trust qualifies as a CRT in situations  where the timing of
trust income can be controlled to take advantage of the difference between trust
income and taxable income for the benefit of the unitrust recipient.            

SPECIAL RULES FOR NQ CERTIFICATES ISSUED IN PUERTO RICO                         

Under  current  law  Equitable  Life  treats  income  from  NQ  Certificates  as
U.S.-source.  A  Puerto  Rico  resident  is  subject  to U.S.  taxation  on such
U.S.-source  income.  Only Puerto Rico-source income of Puerto Rico residents is
excludable  from U.S.  taxation.  Income from NQ Certificates is also subject to
Puerto Rico tax. The computation of the taxable  portion of amounts  distributed
from a Certificate  may differ in the two  jurisdictions.  Therefore,  you might
have to file both U.S. and Puerto Rico tax returns, showing different amounts of
income for each. Puerto Rico generally provides a credit against Puerto Rico tax
for U.S. tax paid.  Depending on your  personal  situation and the timing of the
different tax  liabilities,  you may not be able to take full  advantage of this
credit.                                                                         

Please consult your tax adviser to determine the applicability of these rules to
your own tax situation.                                                         

IRA TAX INFORMATION                                                             

The term "IRA" may generally  refer to all individual  retirement  arrangements,
including individual retirement accounts and individual retirement annuities. In
addition to being  available  in both  trusteed  or  custodial  account  form or
individual   annuity  form,   there  are  many  varieties  of  IRAs.  There  are
"Traditional IRAs" which are generally funded on a pre-tax basis. There are Roth
IRAs,  newly  available  in 1998,  which must be funded on an  after-tax  basis.
SEP-IRAs  (including  SARSEP-IRAs)  and  SIMPLE-                                

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IRAs are issued  and funded in  connection  with  employer-sponsored  retirement
plans.  Regardless  of the  type of IRA,  your  interest  in the IRA  cannot  be
forfeited.  You or your  beneficiaries who survive you are the only ones who can
receive the benefits or payments.                                               

The Equitable  Accumulator  Certificate is designed to qualify as an "individual
retirement  annuity" under Section 408(b) of the Code. This prospectus  contains
the  information  which  the  Internal  Revenue  Service  (IRS)  requires  to be
disclosed to you before you purchase an individual retirement arrangement.  This
section of Part 8 covers some of the special tax rules that apply to  individual
retirement  arrangements,  including  Traditional IRAs and Roth IRAs.  Education
IRAs are not  discussed in this  prospectus  because  they are not  available in
individual retirement annuity form.                                             

Further information regarding individual retirement  arrangements  generally can
be found in Internal  Revenue  Service  Publication  590,  entitled  "Individual
Retirement Arrangements (IRAs)," which is generally updated annually, and can be
obtained from any IRS district office.                                          

There is no limit to the number of IRAs  (including Roth IRAs) you may establish
or maintain as long as you meet the  requirements  for  establishing and funding
the  IRA.  However,  if you  maintain  multiple  IRAs,  you may be  required  to
aggregate IRA values or contributions for tax purposes. You should be aware that
all types of IRAs are  subject to certain  restrictions  in order to qualify for
special treatment under the Federal tax law.                                    

The Equitable  Accumulator  IRA  Certificate  has been approved by the IRS as to
form for use as a Traditional IRA. This IRS approval is a determination  only as
to the form of the annuity,  does not represent a determination of the merits of
the annuity as an  investment,  and may not address  certain  features under the
Equitable Accumulator IRA Certificate.  The IRS does not yet have a procedure in
place for approving the form of Roth IRAs.                                      

TRADITIONAL INDIVIDUAL RETIREMENT ANNUITIES (TRADITIONAL IRAS)                  

Cancellation                                                                    

You can  cancel a  Certificate  issued as a  Traditional  IRA by  following  the
directions  in Part 4 under "Free Look  Period."  Since there may be adverse tax
consequences  if a  Certificate  is  cancelled  (and  because we are required to
report to the IRS certain  distributions  from cancelled  Traditional IRAs), you
should consult with a tax adviser before making any such decision. If you cancel
this Certificate,  you may establish a new individual retirement  arrangement if
at the time you meet the requirements for establishing an individual  retirement
arrangement.                                                                    

Contributions to Traditional IRAs                                               

Individuals  may make  three  different  types of  contributions  to  purchase a
Traditional IRA, or as later additions to an existing Traditional IRA: "regular"
contributions  out  of  earnings,   tax-free   "rollover"   contributions   from
tax-qualified  plans,  or direct  custodian-to-custodian  transfers  from  other
traditional individual retirement arrangements ("direct transfers").            

The  initial  contribution  to the  Certificate  must be either a rollover  or a
direct custodian-to-custodian  transfer. See "Rollovers and Transfers" discussed
below.  Any subsequent  contributions  you make may be any of rollovers,  direct
transfers or "regular"  Traditional IRA contributions.  See "Contributions under
the  Certificates" in Part 4. The immediately  following  discussion  relates to
"regular" Traditional IRA contributions. For the reasons noted in "Rollovers and
Transfers"  below,  you should  consult with your tax adviser  before making any
subsequent  contributions  to a Traditional  IRA which is intended to serve as a
"conduit" IRA.                                                                  

Generally,  $2,000 is the maximum amount of contributions  which you may make to
all IRAs  (including Roth IRAs) in any taxable year. The above limit may be less
when your  earnings  are below  $2,000.  This limit  does not apply to  rollover
contributions or direct custodian-to-custodian transfers into a Traditional IRA.

If you are married and file a joint  income tax return,  your and your  spouse's
compensation  effectively  can be  aggregated  for purposes of  determining  the
permissible  amount of regular  contributions to Traditional IRAs (and Roth IRAs
discussed below).  Even if one spouse has no compensation or compensation  under
$2,000,  married  individuals filing jointly can contribute up to $4,000 for any
taxable  year to any  combination  of  Traditional  IRAs  and  Roth  IRAs.  (Any
contributions  to Roth IRAs reduce the ability to contribute to Traditional IRAs
and vice  versa.)  The maximum  amount may be less if earnings  are less and the
other spouse has made IRA contributions. No more than a combined total of $2,000
can be contributed  annually to either spouse's  traditional and Roth individual
retirement  arrangements.  Each  spouse  owns his or her  individual  retirement
arrangements  (Traditional and Roth IRA) even if contributions were fully funded
by the other spouse.                                                            

The amount of Traditional IRA  contributions  for a tax year that you can deduct
depends  on  whether  you  are  covered  by  an  employer-sponsored  tax-favored
retirement plan. An  employer-sponsored  tax-favored  retirement plan includes a
qualified plan, a  tax-sheltered  account or annuity under Section 403(b) of    

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the Code  (TSA)  or a  simplified  employee  pension  plan.  In  certain  cases,
individuals covered by a tax-favored retirement plan include persons eligible to
participate  in the plan although not actually  participating.  Whether or not a
person is covered by a retirement  plan will be reported on an  employee's  Form
W-2.                                                                            

Regardless of adjusted gross income (AGI), you may make deductible contributions
to a  Traditional  IRA for each tax year up to the  lesser  of $2,000 or 100% of
compensation  (MAXIMUM  PERMISSIBLE  DOLLAR  DEDUCTION)  if  not  covered  by  a
retirement plan.                                                                

If you are  single  and  covered  by a  retirement  plan  during any part of the
taxable year,  the deduction for IRA  contributions  phases out with AGI between
$30,000 and $40,000 in 1998.  This amount will be indexed every year until 2005.
If you are married and file a joint return, and you are covered by a tax-favored
retirement  plan  during  any  part  of the  taxable  year,  the  deduction  for
Traditional IRA contributions phases out with AGI between $50,000 and $60,000 in
1998.  This amount will be indexed  every year until 2007.  Married  individuals
filing separately and living apart at all times are not treated as being married
for purposes of this deductible contribution calculation.  Generally, the active
participation  in an  employer-sponsored  retirement  plan of an  individual  is
determined  independently  for each spouse.  Where spouses have "married  filing
jointly" status,  however,  the maximum deductible  Traditional IRA contribution
for an  individual  who is not an active  participant  (but  whose  spouse is an
active participant) is phased out for taxpayers with AGI of between $150,000 and
$160,000.                                                                       

To determine the deductible  amount of the contribution  with the phase out, you
determine AGI and subtract $30,000 if you are single, $50,000 if you are married
and file a joint return with your spouse.  The  resulting  amount is your Excess
AGI.  You  then  determine  the  limit  on the  deduction  for  Traditional  IRA
contributions using the following formula:                                      

          Maximum           Adjusted
$10,000 - Excess AGI    x   Permissible   =      Dollar                     
--------------------           Dollar           Deduction                   
$10,000                Deduction            Limit               

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

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

Traditional IRA  contributions may be made for a tax year until the deadline for
filing a Federal  income tax return for that tax year (without  extensions).  No
contributions are allowed for the tax year in which you attain age 70 1/2 or any
tax  year  after  that.  A  working  spouse  age 70 1/2 or  over,  however,  can
contribute  up to the lesser of $2,000 or 100% of  "earned  income" to a spousal
individual  retirement  arrangement  for a  nonworking  spouse until the year in
which the nonworking spouse reaches age 70 1/2.                                 

EXCESS CONTRIBUTIONS                                                            

Excess contributions to a Traditional IRA are subject to a 6% excise tax for the
year in which made and for each year thereafter until withdrawn.  In the case of
"regular" Traditional IRA contributions any contribution in excess of the lesser
of $2,000 or 100% of compensation  or earned income is an "excess  contribution"
(without  regard to the  deductibility  or  nondeductibility  of Traditional IRA
contributions  under this limit).  Also, any "regular"  contributions made after
you  reach  age  70 1/2  are  excess  contributions.  In the  case  of  rollover
Traditional IRA  contributions,  excess  contributions are amounts which are not
eligible to be rolled over (for example,  after-tax contributions to a qualified
plan or minimum  distributions  required to be made after age 70 1/2). An excess
contribution  (rollover or "regular")  which is withdrawn,  however,  before the
time for filing  your  Federal  income  tax  return for the tax year  (including
extensions)  is not includable in income and therefore is not subject to the 10%
penalty tax on early distributions  (discussed below under "Penalty Tax on Early
Distributions"),  provided any earnings  attributable to the excess contribution
are also  withdrawn and no tax  deduction is taken for the excess  contribution.
The withdrawn earnings on the excess contribution,  however, would be includable
in your gross  income and would be subject  to the 10%  penalty  tax.  If excess
contributions  are not withdrawn  before the time for filing your Federal income
tax return for the year  (including  extensions),  "regular"  contributions  may
still be withdrawn after that time if the Traditional IRA  contribution  for the
tax year did not  exceed  $2,000 and no tax  deduction  was taken for the excess
contribution;  in that event, the excess contribution would not be              

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includable  in gross  income and would not be subject  to the 10%  penalty  tax.
Lastly, excess "regular" contributions may also be removed by underutilizing the
allowable contribution limits for a later year.                                 

If excess rollover  contributions  are not withdrawn  before the time for filing
your  Federal  tax return  for the year  (including  extensions)  and the excess
contribution occurred as a result of incorrect information provided by the plan,
any such excess  amount can be withdrawn if no tax  deduction  was taken for the
excess  contribution.  As above, excess rollover  contributions  withdrawn under
those  circumstances  would not be  includable  in gross income and would not be
subject to the 10% penalty tax.                                                 

ROLLOVERS AND TRANSFERS                                                         

Rollover  contributions may be made to a Traditional IRA from these sources: (i)
qualified plans, (ii) TSAs (including  403(b)(7)  custodial  accounts) and (iii)
other traditional individual retirement arrangements.                           

The rollover  amount must be transferred to the  Certificate  either as a direct
rollover  of an  "eligible  rollover  distribution"  (described  below)  or as a
rollover  by  the  individual  plan  participant  or  owner  of  the  individual
retirement arrangement. In the latter cases, the rollover must be made within 60
days of the date the proceeds  from another  traditional  individual  retirement
arrangement or an eligible  rollover  distribution  from a qualified plan or TSA
were  received.  Generally,  the  taxable  portion  of any  distribution  from a
qualified  plan or TSA is an eligible  rollover  distribution  and may be rolled
over tax free to a  Traditional  IRA unless the  distribution  is (i) a required
minimum  distribution  under  Section  401(a)(9)  of the Code;  or (ii) one of a
series of substantially  equal periodic  payments made (not less frequently than
annually) (a) for the life (or life  expectancy) of the plan  participant or the
joint lives (or joint life  expectancies) of the plan participant and his or her
designated beneficiary,  or (b) for a specified period of ten years or more. Any
amount  contributed to a Traditional IRA after you attain 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.                                           

Under some  circumstances,  amounts from a  Certificate  may be rolled over on a
tax-free  basis to a  qualified  plan.  To get this  "conduit"  Traditional  IRA
treatment,  the source of funds used to establish the  Traditional IRA must be a
rollover  contribution  from the qualified  plan and the entire amount  received
from the Traditional  IRA (including any earnings on the rollover  contribution)
must be  rolled  over into  another  qualified  plan  within 60 days of the date
received.  Similar rules apply in the case of a TSA. If you make a  contribution
to the  Certificate  which is from an  eligible  rollover  distribution  and you
commingle such  contribution  with other  contributions,  you may not be able to
roll over these eligible  rollover  distribution  contributions  and earnings to
another qualified plan (or TSA, as the case may be) at a future date, unless the
Code permits.                                                                   

Under  the  conditions  and  limitations  of the  Code,  you may  elect for each
Traditional  IRA to make a tax-free  rollover once every  12-month  period among
individual  retirement  arrangements  (including rollovers from retirement bonds
purchased before 1983).  Custodian-to-custodian  transfers are not rollovers and
can be made more frequently than once a year.                                   

The same tax-free  treatment  applies to amounts  withdrawn from the Certificate
and rolled over into other traditional individual retirement arrangements unless
the  distribution  was received  under an inherited  Traditional  IRA.  Tax-free
rollovers are also available to the surviving  spouse  beneficiary of a deceased
individual, or a spousal alternate payee of a qualified domestic relations order
applicable  to a  qualified  plan.  In  some  cases,  Traditional  IRAs  can  be
transferred on a tax-free basis between spouses or former spouses  incidental to
a judicial decree of divorce or separation.                                     

DISTRIBUTIONS FROM TRADITIONAL IRA CERTIFICATES                                 

Income or gains on  contributions  under  Traditional  IRAs are not  subject  to
Federal income tax until benefits are distributed to you.  Distributions include
withdrawals  from your  Certificate,  surrender of your  Certificate and annuity
payments from your Certificate. Death benefits are also distributions. Except as
discussed below, the amount of any distribution  from a Traditional IRA is fully
includable as ordinary income by you in your gross income.                      

If you have made nondeductible IRA contributions to any Traditional IRA (whether
or not this particular arrangement),  those contributions are recovered tax free
when distributions are received. You must keep records of all such nondeductible
contributions.  At the end of each  tax  year  in  which  you  have  received  a
distribution  from  any  traditional  individual  retirement  arrangement,   you
determine a ratio of the total nondeductible Traditional IRA contributions (less
any amounts previously  withdrawn tax free) to the total account balances of all
Traditional  IRAs  held by you at the end of the tax  year  (including  rollover
Traditional  IRAs) plus all Traditional IRA  distributions  made during such tax
year.  The  resulting  ratio is then  multiplied by all  distributions  from the
Traditional IRA during that tax year to determine the nontaxable portion of each
distribution.                                                                   

In addition, a distribution (other than a required minimum distribution received
after  age 70 1/2) is not  taxable  if (1) the  amount  received  is a return of
excess   contributions   which  are  withdrawn,   as  described   under  "Excess
Contributions"  above,  (2) the entire                                          

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amount  received is rolled  over to another  traditional  individual  retirement
arrangement  (see  "Rollovers  and Transfers"  above) or (3) in certain  limited
circumstances,  where the Traditional IRA acts as a "conduit," the entire amount
is paid into a qualified plan or TSA that permits rollover contributions.       

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

REQUIRED MINIMUM DISTRIBUTIONS                                                  

The minimum  distribution  rules require  Traditional IRA owners to start taking
annual distributions from their retirement plans by age 70 1/2. The distribution
requirements  are designed to provide for  distribution  of your interest in the
IRA over your life  expectancy.  Whether the correct amount has been distributed
is calculated on a  year-by-year  basis;  there are no provisions in the Code to
allow  amounts  taken in excess of the  required  amount to be  carried  over or
carried back and credited to other years.                                       

Generally, you must take the first required minimum distribution with respect to
the calendar  year in which you turn age 70 1/2. You have the choice to take the
first  required  minimum  distribution  during the calendar year you turn age 70
1/2, or to delay taking it until the three-month (January 1 - April 1) period in
the next calendar year. (Distributions must commence no later than the "Required
Beginning  Date,"  which is the April 1st of the  calendar  year  following  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 every year.                                                           

There are two approaches to taking minimum  distributions  -- "account based" or
"annuity  based" -- and there are a number of  distribution  options  in both of
these  categories.  These  choices  are  intended  to give  you a great  deal of
flexibility to provide for yourself and your family.                            

An account-based  minimum  distribution  approach may be a lump sum payment,  or
periodic  withdrawals  made over a period which does not extend beyond your life
expectancy or the joint life  expectancies of you and a designated  beneficiary.
An annuity-based  approach involves  application of the Annuity Account Value to
an annuity for your life or the joint lives of you and a designated beneficiary,
or for a period certain not extending beyond applicable life expectancies.      

You should discuss with your tax adviser which minimum  distribution options are
best for your own personal  situation.  Individuals who are participants in more
than  one  tax-favored   retirement  plan  may  be  able  to  choose   different
distribution options for each plan.                                             

Your required minimum  distribution for any taxable year is calculated by taking
into account the required  minimum  distribution  from each of your  traditional
individual retirement arrangements.  The IRS, however, does not require that you
make the  required  distribution  from each  traditional  individual  retirement
arrangement that you maintain.  As long as the total amount distributed annually
satisfies your overall minimum distribution requirement,  you may choose to take
your annual required  distribution  from any one or more traditional  individual
retirement arrangements that you maintain.                                      

You may  recompute  your  minimum  distribution  amount  each year based on your
current life  expectancy  as well as that of your spouse.  No  recomputation  is
permitted, however, for a beneficiary other than a spouse.                      

If you have been computing minimum distributions with respect to Traditional IRA
funds on an account-based  approach (discussed above) you may subsequently apply
such funds to a life  annuity-based  payout,  provided  that you have elected to
recalculate  life  expectancy  annually (and your spouse's life  expectancy if a
spousal joint annuity is selected).  For example,  if you anticipate  exercising
your  Guaranteed  Minimum  Income  Benefit or  selecting  any other form of life
annuity  payout after you are age 70 1/2,  you must have elected to  recalculate
life expectancies.                                                              

If there is an  insufficient  distribution in any year, a 50% tax may be imposed
on the amount by which the minimum required to be distributed exceeds the amount
actually  distributed.  The  penalty tax may be waived by the  Secretary  of the
Treasury in certain limited circumstances. Failure to have distributions made as
the Code and Treasury regulations require may result in disqualification of your
Traditional IRA. See "Tax Penalty for Insufficient Distributions" below.        

Except as described in the next sentence,  if you die after  distribution in the
form of an annuity has begun, or after the Required  Beginning Date,  payment of
the remaining interest must be made at least as rapidly as under the method used
prior to your death.  (The IRS has indicated  that an exception to the rule that
payment of the remaining  interest must be made at least as rapidly as under the
method used prior to your death applies if the  beneficiary  of the  Traditional
IRA is your surviving spouse. In some  circumstances,  your surviving spouse may
elect to "make the Traditional IRA his or her own" and halt distributions  until
he or she reaches age 70 1/2.)                                                  

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If you die before the Required  Beginning Date and before  distributions  in the
form of an  annuity  begin,  distributions  of your  entire  interest  under the
Certificate must be completed within five years after death,  unless payments to
a designated  beneficiary  begin within one year of your death and are made over
the beneficiary's life or over a period certain which does not extend beyond the
beneficiary's life expectancy.                                                  

If your surviving  spouse is the designated  beneficiary,  your spouse may delay
the  commencement  of such  payments up until you would have attained 70 1/2. In
the  alternative,  a  surviving  spouse  may  elect to roll  over the  inherited
Traditional IRA into the surviving spouse's own Traditional IRA.                

TAXATION OF DEATH BENEFITS                                                      

Distributions  received  by a  beneficiary  are  generally  given  the  same tax
treatment you would have received if distribution had been made to you.         

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

GUARANTEED MINIMUM DEATH BENEFIT                                                

The  Code  provides  that no part of an  individual  retirement  account  may be
invested in life  insurance  contracts.  Treasury  Regulations  provide  that an
individual  retirement  account  may be invested  in an annuity  contract  which
provides a death benefit of the greater of premiums paid or the contract's  cash
value.  Your  Certificate  provides a minimum  death benefit  guarantee  that in
certain  circumstances  may be greater than either of contributions  made or the
Annuity Account Value. Although there is no ruling regarding the type of minimum
death benefit  guarantee  provided by the  Certificate,  Equitable Life believes
that the  Certificate's  minimum  death benefit  guarantee  should not adversely
affect the qualification of the Certificate as a Traditional IRA.  Nevertheless,
it is  possible  that the IRS could  disagree,  or take the  position  that some
portion of the charge in the Certificate for the minimum death benefit guarantee
should  be  treated  for  Federal  income  tax  purposes  as a  taxable  partial
withdrawal from the Certificate. If this were so, such a deemed withdrawal would
also be subject to tax penalty for Certificate Owners under age 59 1/2.         

TAX CONSIDERATIONS FOR THE ASSURED PAYMENT OPTION AND APO PLUS                  

Although  the Life  Contingent  Annuity  does not have a Cash Value,  it will be
assigned a value for tax purposes  which will generally  change each year.  This
value must be taken into account when determining the amount of required minimum
distributions  from your Traditional IRA even though the Life Contingent Annuity
may not be  providing  a source  of  funds  to  satisfy  such  required  minimum
distribution.  Accordingly, before you apply any Traditional IRA funds under the
Assured  Payment  Option or APO Plus or terminate  such  Options,  you should be
aware of the tax considerations  discussed below.  Consult with your tax adviser
to determine the impact of electing the Assured  Payment  Option and APO Plus in
view of your own particular situation.                                          

When  funds  have  been  allocated  to the  Life  Contingent  Annuity,  you will
generally  be  required to  determine  your  required  minimum  distribution  by
annually recalculating your life expectancy.  The Assured Payment Option and APO
Plus will not be available  if you have  previously  made a different  election.
Recalculation  is no longer  required  once the only payments you or your spouse
receive are under the Life Contingent Annuity.                                  

If prior to the date  payments are to start under the Life  Contingent  Annuity,
you surrender your Certificate, or withdraw any remaining Annuity Account Value,
it may be necessary for you to satisfy your  required  minimum  distribution  by
accelerating the start date of payments for your Life Contingent  Annuity, or to
the extent available,  take  distributions  from other Traditional IRA funds you
may have.  Alternatively,  you may convert your  Traditional IRA Life Contingent
Annuity under the Certificate to a non-qualified Life Contingent  Annuity.  This
would be viewed as a distribution  of the value of the Life  Contingent  Annuity
from the  Traditional  IRA, and therefore,  would be a taxable  event.  However,
since the Life Contingent  Annuity would no longer be part of a Traditional IRA,
its value would not have to be taken into account in determining future required
minimum distributions.                                                          

If you have elected a Joint and Survivor  form of the Life  Contingent  Annuity,
the joint  Annuitant  must be your  spouse.  You must  determine  your  required
minimum  distribution  by annually  recalculating  both your life expectancy and
your spouse's life expectancy.  The Assured Payment Option and APO Plus will not
be available if you have previously made a different election.  Recalculation is
no longer  required once the only payments you or your spouse  receive are under
the Life  Contingent  Annuity.  The value of such an annuity  will change in the
event  of your  death or the  death  of your  spouse.  For  this  reason,  it is
important  that we be  informed  if you or your  spouse  dies  before  the  Life
Contingent  Annuity has started  payments so that a lower valuation can be made.
Otherwise a higher tax value may result in an  overstatement  of the amount that
would be necessary to satisfy your required minimum distribution amount.        

Allocations of funds to the Life Contingent  Annuity may prevent the Certificate
from later receiving  "conduit"  Traditional  IRA treatment.  See "Rollovers and
Transfers" above.                                                               

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PROHIBITED TRANSACTION                                                          

A Traditional  IRA may not be borrowed  against or used as collateral for a loan
or other obligation.  If the IRA is borrowed against or used as collateral,  its
tax-favored status will be lost as of the first day of the tax year in which the
event  occurred.  If this happens,  you must include in Federal gross income for
that  year an  amount  equal to the fair  market  value of the  Traditional  IRA
Certificate  as of the  first  day of that  tax  year,  less the  amount  of any
nondeductible   contributions   not  previously   withdrawn.   Also,  the  early
distribution  penalty  tax of 10% will apply if you have not  reached age 59 1/2
before the first day of that tax year. See "Penalty Tax on Early  Distributions"
below.                                                                          

PENALTY TAX ON EARLY DISTRIBUTIONS                                              

The taxable  portion of Traditional IRA  distributions  will be subject to a 10%
penalty  tax unless the  distribution  is made (1) on or after your  death,  (2)
because you have become disabled, (3) on or after the date when you reach age 59
1/2, or (4) in accordance with the exception  outlined below if you are under 59
1/2.  Also not  subject to  penalty  tax are IRA  distributions  used to pay (5)
certain extraordinary medical expenses or medical insurance premiums for defined
unemployed individuals, (6) qualified first-time home buyer expense payments, or
(7) higher educational expense payments, all as defined in the Code.            

A payout over your life or life  expectancy (or joint and survivor lives or life
expectancies),  which  is part  of a  series  of  substantially  equal  periodic
payments made at least  annually,  is also not subject to penalty tax. To permit
you to meet this exception,  Equitable Life has two options: Substantially Equal
Payment  Withdrawals and the Income Manager (Life Annuity with a Period Certain)
payout annuity certificates,  both of which are described in Part 5. The version
of the  Income  Manager  payout  annuity  certificates  which  would  meet  this
exception  must provide level  payments for life.  If you are a Traditional  IRA
Certificate  Owner who will be under age 59 1/2 as of the date the first payment
is expected to be received and you choose  either  option,  Equitable  Life will
calculate the substantially  equal annual payments under a method we will select
based on guidelines issued by the IRS (currently  contained in IRS Notice 89-25,
Question and Answer 12). Although  Substantially  Equal Payment  Withdrawals and
Income Manager payments are not subject to the 10% penalty tax, they are taxable
as discussed in "Distributions  from Traditional IRA  Certificates"  above. Once
Substantially  Equal Payment  Withdrawals or Income Manager  payments begin, the
distributions should not be stopped or changed until the later of your attaining
age 59 1/2 or five  years  after  the  date of the  first  distribution,  or the
penalty tax, including an interest charge for the prior penalty  avoidance,  may
apply to all prior  distributions  under this option.  Also, it is possible that
the IRS could  view any  additional  withdrawal  or  payment  you take from your
Certificate as changing your pattern of Substantially  Equal Payment Withdrawals
or Income  Manager  payments  for  purposes of  determining  whether the penalty
applies.                                                                        

Where a taxpayer under age 59 1/2 purchases a traditional  individual retirement
annuity  contract  calling for  substantially  equal periodic  payments during a
fixed period, continuing afterwards under a joint life contingent annuity with a
reduced  payment  to the  survivor  (e.g.,  a joint  and 50% to  survivor),  the
question might be raised whether  payments will not be  substantially  equal for
the joint lives of the taxpayer and survivor, as the payments will be reduced at
some point. In issuing our information  returns, we code the substantially equal
periodic  payments  from such a contract as eligible for an  exception  from the
early  distribution  penalty.  We  believe  that any change in  payments  to the
survivor would come within the statutory  provision  covering change of payments
on account of death. As there is no direct authority on this point,  however, if
you are under age 59 1/2, you should discuss this item with your own tax adviser
when electing a reduced survivorship option.                                    

TAX PENALTY FOR INSUFFICIENT DISTRIBUTIONS                                      

Failure to make  required  distributions  discussed  above in "Required  Minimum
Distributions"   may  cause  the   disqualification   of  the  Traditional  IRA.
Disqualification  may result in current  taxation  of your  entire  benefit.  In
addition a 50% penalty tax may be imposed on the difference between the required
distribution amount and the amount actually distributed, if any.                

We do not automatically make distributions from a Certificate before the Annuity
Commencement  Date unless a request has been made. It is your  responsibility to
comply with the minimum  distribution rules. We will notify you when our records
show that your age 70 1/2 is approaching. If you do not select a method, we will
assume you are taking your minimum  distribution  from another  Traditional  IRA
that you maintain.  You should  consult with your tax adviser  concerning  these
rules and their proper application to your situation.                           

ROTH INDIVIDUAL RETIREMENT ANNUITIES (ROTH IRAS)                                

This  section of Part 8 covers  some of the special tax rules that apply to Roth
IRAs.                                                                           

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

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Cancellation                                                                    

You can cancel a Certificate issued as a Roth IRA by following the directions in
Part 4 under  "Free Look  Period."  In  addition,  you can  cancel an  Equitable
Accumulator  Roth IRA Certificate  issued as a result of a full conversion of an
Equitable Accumulator  Traditional IRA Certificate by following the instructions
in the request for full conversion form available from our Processing  Office or
your agent.  Since there may be adverse tax  consequences  if a  Certificate  is
cancelled   (and   because  we  are  required  to  report  to  the  IRS  certain
distributions from cancelled IRAs), you should consult with a tax adviser before
making any such decision.                                                       

Contributions to Roth IRAs                                                      

The following discussion relates to contributions to Roth IRAs. Contributions to
Traditional IRAs are discussed above.                                           

Individuals  may make four different types of  contributions  to purchase a Roth
IRA, or as later  additions  to an existing  Roth IRA: (1)  "regular"  after-tax
contributions  out  of  earnings,  (2)  taxable  "rollover"  contributions  from
Traditional   IRAs   ("conversion"   contributions),   (3)   tax-free   rollover
contributions    from    other    Roth   IRAs,    or   (4)    tax-free    direct
custodian-to-custodian  transfers from other Roth IRAs ("direct transfers"). See
"Contributions under the Certificates" in Part 4. Since only direct transfer and
rollover  contributions  are permitted under the Roth IRA  Certificate,  regular
after-tax contributions are not discussed here.                                 

ROLLOVERS AND DIRECT  TRANSFERS -- WHAT IS THE DIFFERENCE  BETWEEN  ROLLOVER AND
DIRECT TRANSFER  TRANSACTIONS?                                                  

Rollover  contributions  may be made to a Roth IRA from  only two  sources:  (i)
another Roth IRA ("tax-free rollover contribution"), or (ii) another Traditional
IRA  in  a  taxable  "conversion"  rollover  ("conversion   contribution").   No
contribution  may be made to a Roth  IRA from a  qualified  plan  under  Section
401(a) of the Code, or a tax-sheltered  arrangement  under Section 403(b) of the
Code.  Currently we also do not accept  rollover  contributions  from  SEP-IRAs,
SARSEP-IRAs or SIMPLE-IRAs. The rollover contribution must be applied to the new
Roth IRA Certificate within 60 days of the date the proceeds from the other Roth
IRA or the Traditional IRA was received by you.                                 

Direct transfer  contributions  may be made to a Roth IRA only from another Roth
IRA.  The  difference  between  a  rollover  transaction  and a direct  transfer
transaction  is that in a rollover  transaction  the  individual  actually takes
possession of the funds rolled over, or constructively receives them in the case
of a change from one type of plan to another. In a direct transfer  transaction,
the individual  never takes  possession of the funds, but directs the first Roth
IRA  custodian,  trustee or issuer to transfer the first Roth IRA funds directly
to Equitable Life, as the Roth IRA issuer. Direct transfer transactions can only
be made  between  identical  plan  types  (for  example,  Roth IRA to Roth IRA);
rollover  transactions may be made between identical plan types but must be made
between  different  plan  types  (for  example,  Traditional  IRA to Roth  IRA).
Although the economic effect of a Roth IRA to Roth IRA rollover  transaction and
a Roth IRA to Roth IRA direct  transfer  transaction  is the same -- both can be
accomplished  on a  completely  tax-free  basis -- Roth IRA to Roth IRA rollover
transactions  are  limited to once  every  12-month  period for the same  funds.
Trustee-to-trustee or  custodian-to-custodian  direct transfers are not rollover
transactions and can be made more frequently than once a year.                  

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. Also, in
some cases,  Roth IRAs can be transferred on a tax-free basis between spouses or
former spouses incidental to a judicial decree of divorce or separation.        

CONVERSION CONTRIBUTIONS TO ROTH IRAS                                           

In a conversion rollover  transaction,  you withdraw (or are deemed to withdraw)
all or a portion of funds from a Traditional  IRA you maintain and convert it to
a Roth IRA  within 60 days after you  receive  (or are  deemed to  receive)  the
Traditional  IRA proceeds.  Unlike a rollover from a Traditional  IRA to another
Traditional  IRA, the conversion  rollover  transaction  is not tax exempt;  the
distribution  from the Traditional IRA is generally fully taxable.  (If you have
ever made nondeductible  regular contributions to any Traditional IRA -- whether
or not it is the Traditional IRA you are converting -- a pro rata portion of the
distribution  is tax  exempt.) For this  reason,  Equitable  Life is required to
withhold 10% Federal income tax from the amount  converted  unless you elect out
of  such  withholding.  See  "Federal  and  State  Income  Tax  Withholding  and
Information Reporting" below.                                                   

However,  even if you are under age 59 1/2  there is no  premature  distribution
penalty on the Traditional IRA withdrawal that you are converting to a Roth IRA.
Also, a special rule applies to Traditional IRA funds converted to a Roth IRA in
calendar year 1998 only. For 1998 Roth IRA conversion rollover transactions, you
include the gross income from the  Traditional  IRA conversion  ratably over the
four-year  period  1998-2001.  See  discussion of the pre-age 59 1/2  withdrawal
penalty and the special  penalties  that may apply to premature  withdrawals  of
converted  funds under  "Additional  Taxes and  Penalties"  and  "Penalty Tax on
Premature Distributions" below.                                                 

YOU CANNOT MAKE CONVERSION  CONTRIBUTIONS  TO A ROTH IRA FOR ANY TAXABLE YEAR IN
WHICH YOUR                                                                      

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

Finally,  you cannot make conversion  contributions  to a Roth IRA to the extent
that the  funds in your  Traditional  IRA are  subject  to the  annual  required
minimum  distribution  rule  applicable to Traditional  IRAs beginning at age 70
1/2. For the  potential  effects of violating  these rules,  see  discussion  of
"Additional Taxes and Penalties" and "Excess Contributions" below.              

WITHDRAWALS, PAYMENTS AND TRANSFERS OF FUNDS OUT OF ROTH IRAS                   

NO 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.  However, these withdrawals may be subject to a withdrawal charge as
stated in your  Certificate.  See discussion in Part 6. Also, the withdrawal may
be taxable to an extent and, even if not taxable,  may be subject to tax penalty
in certain  circumstances.  See the discussion below under  "Distributions  from
Roth IRAs,"  "Additional  Taxes and  Penalties,"  and  "Penalty Tax on Premature
Distributions."                                                                 

DISTRIBUTIONS FROM ROTH IRAS                                                    

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

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

(1) Rollovers from a Roth IRA to another Roth IRA.                              

(2) Direct  transfers  from a Roth IRA to another Roth IRA (see  "Rollovers  and
Direct Transfers" above).                                               

(3) "Qualified  Distributions" from Roth IRAs (see "Qualified Distributions from
Roth IRAs" below).                                                      

(4) Return of excess  contributions  (see "Additional  Taxes and Penalties," and
"Excess Contributions" below).                                          

Qualified Distributions from Roth IRAs                                          

Distributions  from  Roth  IRAs  made  because  of  one of  the  following  four
qualifying events or reasons are not includable in income,  provided a specified
five-year  holding or aging period is met. The qualifying  events or reasons are
(1) you  attain  age 59 1/2,  (2)  your  death,  (3) your  disability,  or (4) a
"qualified  first-time  homebuyer   distribution"  (as  defined  in  the  Code).
Qualified first-time homebuyer  distributions are limited to $10,000 lifetime in
the aggregate from all Roth and Traditional IRAs of the taxpayer.               

Five-Year Holding or Aging Period                                               

The  applicable  five-year  holding  or  aging  period  depends  on the  type of
contribution   made  to  the  Roth  IRA.   For  Roth  IRAs   funded  by  regular
contributions,  or  rollover  or  direct  transfer  contributions  which are not
directly  or  indirectly   attributable  to  converted   Traditional  IRAs,  any
distribution  made after the  five-taxable  year period beginning with the first
taxable year for which you made a regular  contribution to any Roth IRA (whether
or not the one from which the  distribution  is being made) meets the  five-year
holding or aging  period.  The  Equitable  Accumulator  Roth IRA does not accept
"regular" contributions.  However, it does accept Roth IRA to Roth IRA rollovers
and direct transfers. If the source of your contribution is (indirectly) regular
contributions  made to another Roth IRA and not  conversion  contributions,  the
five-year  holding or aging period  discussed in the prior  sentence  applies to
you.                                                                            

For Roth IRAs funded directly or indirectly by converted  Traditional  IRAs, the
applicable  five-year  holding  period  begins  with the year of the  conversion
rollover transaction to a Roth IRA.                                             

Although there is currently no statutory prohibition against commingling regular
contributions  and  conversion   contributions  in  any  Roth  IRA,  or  against
commingling conversion  contributions made in more than one taxable year to Roth
IRAs, the IRS strongly encourages individuals to maintain separate Roth IRAs for
regular contributions and conversion contributions.  It also strongly encourages
individuals to  differentiate  conversion  Roth IRAs by conversion  year.  Under
pending  legislation  which could be enacted with a retroactive  effective date,
aggregation  of Roth IRAs by conversion  year may be required.  In the case of a
Roth IRA which contains conversion  contributions and regular contributions,  or
conversion  contributions  from more than one year, the five-year holding period
would be reset to begin with the most recent taxable year for which a conversion
contribution is made.                                                           

Non-Qualified Distributions from Roth IRAs                                      

Non-qualified  distributions  from Roth IRAs are any distributions  which do not
meet the qualifying event and five-year  holding or aging period tests described
above and are potentially taxable as ordinary income. In contrast to Traditional
IRA  distributions,  which  are  assumed  to  be  fully  taxable,  non-qualified
distributions  receive   return-of-investment-first   treatment.  That  is,  the
recipient is taxed only on the difference between the amount of the distribution
and the  amount of Roth IRA  contributions  (less any  distributions  previously
recovered tax free).                                                            

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

Although  the IRS has not yet issued  complete  guidance  on all aspects of Roth
IRAs,  it appears  that you will be required to keep your own records of regular
and  conversion  contributions  to all Roth IRAs in order to assure  appropriate
taxation.  An individual making contributions to a Roth IRA in any taxable year,
or receiving  amounts from any Roth IRA may be required to file the  information
with the IRS and retain all income tax returns and  records  pertaining  to such
contributions until interests in Roth IRAs are fully distributed.               

REQUIRED MINIMUM DISTRIBUTIONS AT DEATH                                         

If you die before  annuitization or before the entire amount of the Roth IRA has
been  distributed to you,  distributions  of your entire interest under the Roth
IRA must be completed to your designated beneficiary by December 31 of the fifth
year after your death,  unless  payments to a  designated  beneficiary  begin by
December  31 of the year after  your  death and are made over the  beneficiary's
life or over a period  which  does not  extend  beyond  the  beneficiary's  life
expectancy.  If  your  surviving  spouse  is  the  designated  beneficiary,   no
distributions  to a beneficiary are required until after the surviving  spouse's
death.                                                                          

TAXATION OF DEATH BENEFIT                                                       

Distributions  received  by a  beneficiary  are  generally  given  the  same tax
treatment you would have received if distribution had been made to you.         

ADDITIONAL TAXES AND PENALTIES                                                  

You are  subject  to  additional  taxation  for  using  your  Roth IRA  funds in
prohibited  transactions (as described  below).  There are also additional taxes
for making excess contributions and making certain pre-age 59 1/2 distributions.

Prohibited Transactions                                                         

A Roth IRA may not be borrowed against or used as collateral for a loan or other
obligation.  If the Roth IRA is  borrowed  against  or used as  collateral,  its
tax-favored status will be lost as of the first day of the tax year in which the
event occurred.  If this happens, you may be required to include in your Federal
gross income for that year an amount equal to the fair market value of your Roth
IRA  Certificate  as of  the  first  day  of  that  tax  year.  Also,  an  early
distribution  penalty  tax of 10% could apply if you have not reached age 59 1/2
before  the  first  day  of  that  tax  year.  See  "Penalty  Tax  on  Premature
Distributions" below.                                                           

EXCESS CONTRIBUTIONS                                                            

Excess  contributions  to a Roth IRA are subject to a 6% excise tax for the year
in which  made and for each  year  thereafter  until  withdrawn.  In the case of
rollover Roth IRA  contributions,  "excess  contributions" are amounts which are
not eligible to be rolled over (for  example,  conversion  contributions  from a
Traditional  IRA if your  adjusted  gross income is in excess of $100,000 in the
conversion year).                                                               

As of the date of this  prospectus,  there  is some  uncertainty  regarding  the
adjustment  of  excess  contributions  to Roth  IRAs.  The rules  applicable  to
Traditional  IRAs,  which  may  apply,   provide  that  an  excess  contribution
("regular"  or  rollover)  which is  withdrawn  before the time for filing  your
Federal  income  tax  return  for the tax  year  (including  extensions)  is not
includable  in  income  and is not  subject  to the  10%  penalty  tax on  early
distributions (discussed below under "Penalty Tax on Premature  Distributions"),
provided  any  earnings   attributable  to  the  excess  contribution  are  also
withdrawn. The withdrawn earnings on the excess contribution,  however, could be
includable  in  your  gross  income  for  the  tax  year  in  which  the  excess
contribution  from  which  they  arose was made and could be  subject to the 10%
penalty tax.                                                                    

As of the  date of this  prospectus,  pending  legislation,  if  enacted,  would
provide  that a  taxpayer  has up until the due date of the  Federal  income tax
return for a tax year (including  extensions) to correct an excess  contribution
to a Roth IRA by doing a trustee-to-trustee transfer to a Traditional IRA of the
excess  contribution  and the  applicable  earnings,  as long as no deduction is
taken  for  the  contribution.  There  can be no  assurance  that  such  pending
legislation  will be enacted or will not be  modified.  Please  consult your tax
adviser for information on the status of any legislation concerning Roth IRAs.  

PENALTY TAX ON PREMATURE DISTRIBUTIONS                                          

The taxable portion of  distributions  from a Roth IRA made before you reach age
59 1/2 will be subject to an additional  10% Federal  income tax penalty  unless
one of the following exceptions applies. There are exceptions for:              

o  Your death,                                                                  

o  Your disability,                                                             

o  Distributions used to pay certain extraordinary medical expenses,            

o  Distributions  used to pay medical insurance  premiums for certain unemployed
individuals,                                                              

o  Substantially  equal  payments made at least annually over your life (or your
   life  expectancy),  or over the  lives of you and your  beneficiary  (or your
joint life                                                                

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expectancies) using an IRS-approved distribution method,                  

o  "Qualified first-time homebuyer distributions" as defined in the Code, and   

o  Distributions  used to pay specified higher education  expenses as defined in
the Code.                                                                 

Under  legislation  pending  as of the  date  of  this  prospectus,  if  amounts
converted  from a  Traditional  IRA to a Roth IRA are withdrawn in the five-year
period  beginning with the year of  conversion,  to the extent  attributable  to
amounts that were  includable in income due to the conversion  transaction,  the
amount  withdrawn from the Roth IRA would be subject to the 10% early withdrawal
penalty,  EVEN IF THE AMOUNT  WITHDRAWN  FROM THE ROTH IRA IS NOT  INCLUDABLE IN
INCOME  BECAUSE  OF  THE  RECOVERY-OF-INVESTMENT  FIRST  RULE.  However,  if the
recipient is eligible for one of the penalty  exceptions  described above (e.g.,
being age 59 1/2 or older) no penalty will apply.                               

Such pending  legislation  also provides that an additional 10% penalty applies,
apparently  without  exception,  to  withdrawals  allocable  to 1998  conversion
transactions  before the  five-year  exclusion  date,  in order to recapture the
benefit of the prorated  inclusion of Traditional IRA conversion income over the
four-year   period.   See   "Contributions   to  Roth  IRAs,"  and   "Conversion
Contributions to Roth IRAs" above. It is not known whether this legislation will
be enacted in its current form, but it may be retroactive to January 1, 1998.   

Because Roth IRAs have only been recently approved, you should consult with your
tax adviser as to whether they are an appropriate investment vehicle for you.   

FEDERAL AND STATE INCOME TAX WITHHOLDING AND INFORMATION REPORTING              

Equitable Life is required to withhold  Federal income tax from  Traditional IRA
distributions and the taxable portion of payments from annuity contracts, unless
the  recipient  elects not to be subject  to income  tax  withholding.  For this
reason  we are  generally  required  to  withhold  on  conversion  rollovers  of
Traditional IRAs to Roth IRAs, as the deemed withdrawal from the Traditional IRA
is taxable.  Withholding may also apply to any taxable amounts paid under a free
look or  cancellation.  Generally,  no withholding is required on  distributions
which are not  taxable  (for  example,  a direct  transfer  from one Roth IRA to
another Roth IRA you own). In the case of distributions  from a Roth IRA, we may
not be able to  calculate  the portion of the  distribution  (if any) subject to
tax. We may be required  to  withhold  on the gross  amount of the  distribution
unless you elect out of withholding as described  below.  This may result in tax
being withheld even though the Roth IRA  distribution is not taxable in whole or
in part.                                                                        

The rate of withholding will depend on the type of distribution  and, in certain
cases,  the  amount of the  distribution.  Special  withholding  rules  apply to
foreign  recipients  and United  States  citizens  residing  outside  the United
States. See your tax adviser if you think you may be affected by such rules.    

Any income tax  withheld is a credit  against  your income tax  liability.  If a
recipient  does  not  have  sufficient  income  tax  withheld  or does  not make
sufficient  estimated  income tax  payments,  however,  the  recipient may incur
penalties under the estimated income tax rules.  Recipients should consult their
tax advisers to determine whether they should elect out of withholding. Requests
not to withhold  Federal  income tax must be made in writing  prior to receiving
benefits under the  Certificate.  Our  Processing  Office will provide forms for
this  purpose.  No election out of  withholding  is valid  unless the  recipient
provides us with the correct Taxpayer  Identification Number and a United States
residence address.                                                              

Certain states have indicated that income tax withholding will apply to payments
from the Certificates  made to residents.  In some states, a recipient may elect
out of state withholding. Generally, an election out of Federal withholding will
also be  considered  an  election  out of state  withholding.  If you need  more
information  concerning  a  particular  state or any  required  forms,  call our
Processing Office at the toll-free number and consult your tax adviser.         

Periodic  payments are generally subject to wage-bracket type withholding (as if
such payments  were payments of wages by an employer to an employee)  unless the
recipient  elects  no  withholding.  If  a  recipient  does  not  elect  out  of
withholding  or  does  not  specify  the  number  of   withholding   exemptions,
withholding  will  generally be made as if the recipient is married and claiming
three  withholding  exemptions.  There is an annual  threshold of taxable income
from periodic annuity  payments which is exempt from  withholding  based on this
assumption.  For 1998, a recipient of periodic payments (e.g., monthly or annual
payments)  which  total less than a $14,400  taxable  amount will  generally  be
exempt from Federal  income tax  withholding,  unless the recipient  specifies a
different choice of withholding exemption. A withholding election may be revoked
at any time and remains effective until revoked. If a recipient fails to provide
a  correct  Taxpayer  Identification  Number,  withholding  is  made  as if  the
recipient is single with no exemptions.                                         

A recipient of a non-periodic  distribution (total or partial) will generally be
subject to  withholding  at a flat 10% rate.  A recipient  who provides a United
States  residence  address  and a correct  Taxpayer  Identification  Number will
generally be permitted to elect not to have tax withheld.                       

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All  recipients  receiving  periodic and  non-periodic  payments will be further
notified of the withholding  requirements and of their right to make withholding
elections.                                                                      

OTHER WITHHOLDING                                                               

As a  general  rule,  if death  benefits  are  payable  to a person  two or more
generations  younger than you, a Federal generation  skipping tax may be payable
with respect to the benefit at rates  similar to the maximum  estate tax rate in
effect at the time. The generation  skipping tax provisions  generally  apply to
transfers  which  would  also be  subject  to the gift  and  estate  tax  rules.
Individuals are generally allowed an aggregate generation skipping tax exemption
of $1 million. Because these rules are complex, you should consult with your tax
adviser for  specific  information,  especially  where  benefits  are passing to
younger generations, as opposed to a spouse or child.                           

If we  believe a benefit  may be subject to  generation  skipping  tax we may be
required  to  withhold  for  such  tax  unless  we  receive  acceptable  written
confirmation that no such tax is payable.                                       

IMPACT OF TAXES TO EQUITABLE LIFE                                               

The Certificates provide that Equitable Life may charge the Separate Account for
taxes. Equitable Life can set up reserves for such taxes.                       

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--------------------------------------------------------------------------------
 PART 9: OTHER INFORMATION
--------------------------------------------------------------------------------

INDEPENDENT ACCOUNTANTS                                                         

The  consolidated  financial  statements and  consolidated  financial  statement
schedules  of  Equitable  Life at December 31, 1997 and 1996 and for each of the
three years in the period ended  December 31, 1997 included in Equitable  Life's
Annual Report on Form 10-K,  incorporated by reference in the  prospectus,  have
been examined by Price Waterhouse LLP,  independent  accountants,  whose reports
thereon  are  incorporated  herein by  reference.  Such  consolidated  financial
statements and consolidated financial statement schedules have been incorporated
herein by reference in reliance upon the reports of Price  Waterhouse  LLP given
upon their authority as experts in accounting and auditing.                     

LEGAL PROCEEDINGS                                                               

Equitable Life and its affiliates are parties to various legal proceedings, none
of which,  in our view,  are likely to have a material  adverse  effect upon the
Separate Account,  our ability to meet our obligations under the Certificates or
the Certificates' distribution.                                                 

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--------------------------------------------------------------------------------
 PART 10: INVESTMENT PERFORMANCE
--------------------------------------------------------------------------------

This Part presents performance data for each of the Investment Funds included in
the tables below. The performance data were calculated by two methods. The first
method,  presented in Tables 1 and 2, reflects all applicable  fees and charges,
including the optional  baseBUILDER benefits charge, but not the charges for any
applicable taxes such as premium taxes.                                         

The second method,  presented in Tables 3, 4 and 5, also reflects all applicable
fees and  charges,  but does not reflect the  withdrawal  charge,  the  optional
baseBUILDER  benefits charge, or the charge for tax such as premium taxes. These
additional  charges would  effectively  reduce the rates of return credited to a
particular Certificate.                                                         

No Certificates with the product features,  fees and expenses  described in this
prospectus were offered prior to the date of this prospectus.  Accordingly,  the
performance data for the Investment Funds have been adjusted for the Certificate
expenses,  as  described  herein,  that  would  have  been  incurred  had  these
Certificates  been  available  prior to such date. In addition,  the  investment
results prior to October 1996, when HRT Class IB shares were not available, have
been adjusted to reflect 12b-1 fees.                                            

In all cases the results shown in the tables are based on the actual  historical
investment  experience  of the  corresponding  Portfolios of HRT or EQAT, as the
case may be (see "HRT Portfolios," below). Certain of the Investment Funds began
operations on a date after the inception date of the corresponding Portfolio, as
indicated in Table 1. When we advertise the performance of an Investment Fund we
will  separately  include the historical  performance  of the  Investment  Fund,
determined in the manner shown in Table 1, since the Investment Fund's inception
date, as and to the extent required by regulatory authorities.                  

HRT Portfolios                                                                  

The  performance  data for the Alliance  Money Market and Alliance  Common Stock
Funds that invest in  corresponding  HRT Portfolios,  for periods prior to March
22, 1985,  reflect the investment  results of two open-end  management  separate
accounts (the  "predecessor  separate  accounts") which were reorganized in unit
investment trust form. The "Since Inception"  figures for these Investment Funds
are based on the date of inception of the predecessor  separate accounts.  These
performance data have been adjusted to reflect the maximum  investment  advisory
fee payable for the corresponding Portfolio of HRT, as well as an assumed charge
of 0.06% for direct operating expenses.                                         

EQAT Portfolios                                                                 

EQAT commenced  operations on May 1, 1997. The Investment  Funds of the Separate
Account  that  invest  in  Class  IB  shares  of  Portfolios  of EQAT  commenced
operations on May 1, September 2, and December 31, 1997.                        

See "Part 2: The Guaranteed  Period  Account" for  information on the Guaranteed
Period  Account,  and "Part 3: The Special  Dollar Cost  Averaging  Account" for
information on the Special Dollar Cost Averaging Account.                       

The  performance  data in Tables 1 and 2 (which  reflect  the first  calculation
method  described  above)  illustrate  the average  annual  total  return of the
Investment  Funds,  and the growth of an  investment  in the  Investment  Funds,
respectively,  over the periods shown, assuming a single initial contribution of
$1,000 and the surrender of a Certificate, at the end of each period on December
31, 1997. An Investment Fund's average annual total return is the annual rate of
growth of the  Investment  Fund that would be  necessary  to achieve  the ending
value of a contribution kept in the Investment Fund for the period specified.   

Each calculation  assumes that the $1,000 contribution was allocated to only one
Investment  Fund,  no transfers  or  subsequent  contributions  were made and no
amounts were allocated to any other Investment Option under the Certificate.    

In order to calculate  annualized rates of return, we divide the Cash Value of a
Certificate which is surrendered on December 31, 1997 by the $1,000 contribution
made at the beginning of each period illustrated. The result of that calculation
is the total growth rate for the period.  Then we annualize  that growth rate to
obtain the  average  annual  percentage  increase  (decrease)  during the period
shown.  When we "annualize," we assume that a single rate of return applied each
year during the period will  produce the ending  value,  taking into account the
effect of compounding.                                                          

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 TABLE 1
AVERAGE ANNUAL TOTAL RETURN UNDER A CERTIFICATE SURRENDERED ON
DECEMBER 31, 1997*

                                                        [Enlarge/Download Table]


------------------------------------------ ------------------------------------------------------------------------------------ 
                                                                       LENGTH OF INVESTMENT PERIOD                              
                                           ------------------------------------------------------------------------------------ 
                                                                                                    SINCE                       
                                                                                                  INVESTMENT       SINCE        
                                               ONE         THREE        FIVE          TEN            FUND        PORTFOLIO      
INVESTMENT FUND                               YEAR         YEARS        YEARS        YEARS       INCEPTION**     INCEPTION***   
------------------------------------------ ------------ ------------ ------------ ------------- --------------- ----------------
                                                                                                                                
Alliance Conservative Investors                 4.43%        9.40%        6.33%          --           7.49%          6.82%      
Alliance Growth Investors                       7.92        15.12        10.70           --          12.77          12.39       
Alliance Growth & Income                       17.73        20.29           --           --          17.90          11.16       
Alliance Common Stock                          20.16        25.30        18.57        15.88%         22.25          13.76       
Alliance Global                                 2.77        11.59        13.70        11.68          10.65           9.00       
Alliance International                        (11.60)          --           --           --           2.07           2.50       
Alliance Aggressive Stock                       2.04        17.94        12.44        16.89          16.05          17.16       
Alliance Small Cap Growth                         --           --           --           --          18.38          18.38       
Alliance Money Market                           3.26         2.02         2.20         3.79           1.53           5.01       
Alliance Intermediate Government                                                                                                
   Securities                                  (1.42)        4.63         3.46           --           3.15           4.74       
Alliance High Yield                             9.58        17.08        13.44        10.72          14.27           9.96       
Alliance Equity Index                          23.45        27.04           --           --          22.18          19.62       
MFS Emerging Growth Companies                     --           --           --           --          14.32          14.32       
MFS Research                                      --           --           --           --           7.99           7.99       
Merrill Lynch Basic Value Equity                  --           --           --           --           8.97           8.97       
Merrill Lynch World Strategy                      --           --           --           --          (3.24)         (3.24)      
Morgan Stanley Emerging Markets Equity            --           --           --           --         (21.39)        (27.59)      
EQ/Putnam Balanced                                --           --           --           --           6.43           6.43       
EQ/Putnam Growth & Income Value                   --           --           --           --           8.15           8.15       
T. Rowe Price Equity Income                       --           --           --           --          14.01          14.01       
T. Rowe Price International Stock                 --           --           --           --          (9.41)         (9.41)      
Warburg Pincus Small Company Value                --           --           --           --          11.04          11.04       

-------------------                                                                                                             
See footnotes on page 63.                                                                                                       
------------------------------------------------------------------------------------------------------------------------------  

 TABLE 2
GROWTH OF $1,000 UNDER A CERTIFICATE SURRENDERED ON DECEMBER 31, 1997*

                                                        [Enlarge/Download Table]


-------------------------------------------------------------------------------------------------------------------------------
                                                                       LENGTH OF INVESTMENT PERIOD                             
                                           ------------------------------------------------------------------------------------
                                                 ONE              THREE              FIVE            TEN            SINCE      
INVESTMENT FUND                                  YEAR             YEARS             YEARS           YEARS       INCEPTION***   
------------------------------------------ ----------------- ----------------- ----------------- ------------- ----------------
                                                                                                                               
Alliance Conservative Investors                $1,044            $1,309            $1,359               --         $1,811      
Alliance Growth Investors                       1,079             1,526             1,663               --          2,861      
Alliance Growth & Income                        1,177             1,741                --               --          1,697      
Alliance Common Stock                           1,202             1,967             2,344           $4,364         17,039      
Alliance Global                                 1,028             1,390             1,900            3,017          2,580      
Alliance International                            884                --                --               --          1,077      
Alliance Aggressive Stock                       1,020             1,641             1,797            4,762          6,690      
Alliance Small Cap Growth                          --                --                --               --          1,184      
Alliance Money Market                             967             1,062             1,115            1,450          2,296      
Alliance Intermediate Government                                                                                               
   Securities                                     986             1,145             1,185               --          1,383      
Alliance High Yield                             1,096             1,605             1,879            2,769          2,842      

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 TABLE 2 (CONTINUED)
GROWTH OF $1,000 UNDER A CERTIFICATE SURRENDERED ON DECEMBER 31, 1997*

                                                        [Enlarge/Download Table]



-------------------------------------------------------------------------------------------------------------------------------
                                                                       LENGTH OF INVESTMENT PERIOD                             
                                           ------------------------------------------------------------------------------------
                                                 ONE              THREE              FIVE            TEN            SINCE      
INVESTMENT FUND                                  YEAR             YEARS             YEARS           YEARS       INCEPTION***   
------------------------------------------ ----------------- ----------------- ----------------- ------------- ----------------
                                                                                                                               
Alliance Equity Index                          $1,235            $2,050                --             --           $2,048      
MFS Emerging Growth Companies                      --                --                --             --            1,143      
MFS Research                                       --                --                --             --            1,080      
Merrill Lynch Basic Value Equity                   --                --                --             --            1,090      
Merrill Lynch World Strategy                       --                --                --             --              968      
Morgan Stanley Emerging Markets Equity             --                --                --             --              724      
EQ/Putnam Balanced                                 --                --                --             --            1,064      
EQ/Putnam Growth & Income Value                    --                --                --             --            1,082      
T. Rowe Price Equity Income                        --                --                --             --            1,140      
T. Rowe Price International Stock                  --                --                --             --              906      
Warburg Pincus Small Company Value                 --                --                --             --            1,110      


-------------------                                                             
*   For all the  Investment  Funds shown other than the  Alliance  Equity  Index
    Fund, the tables reflect the withdrawal charge and the optional  baseBUILDER
    benefits charge. The values shown for the Alliance Equity Index Fund reflect
the withdrawal charge.                                                  
**  The  "Since  Inception"  dates  for the  Investment  Funds  are as  follows:
    Alliance Conservative Investors,  Alliance Growth Investors, Alliance Growth
    & Income,  Alliance Common Stock, Alliance Global,  Alliance  International,
    Alliance Aggressive Stock,  Alliance Money Market, and Alliance Intermediate
    Government  Securities  (May 1, 1995);  Alliance Small Cap Growth,  Alliance
    High Yield, MFS Emerging Growth Companies, MFS Research, Merrill Lynch Basic
    Value Equity,  Merrill Lynch World Strategy,  EQ/Putnam Balanced,  EQ/Putnam
    Growth  &  Income  Value,  T.  Rowe  Price  Equity  Income,  T.  Rowe  Price
    International  Stock,  and Warburg Pincus Small Company Value (May 1, 1997);
and Morgan Stanley Emerging Markets Equity (September 2, 1997).         
*** The  "Since  Inception"  dates  for the  Portfolios  of HRT and  EQAT are as
    follows:  Alliance Conservative Investors (October 2, 1989); Alliance Growth
    Investors  (October 2, 1989);  Alliance  Growth & Income  (October 1, 1993);
    Alliance Common Stock (January 13, 1976); Alliance Global (August 27, 1987);
    Alliance  International (April 3, 1995);  Alliance Aggressive Stock (January
    27, 1986);  Alliance  Small Cap Growth (May 1, 1997);  Alliance Money Market
    (July 13,  1981);  Alliance  Intermediate  Government  Securities  (April 1,
    1991);  Alliance High Yield (January 2, 1987);  Alliance Equity Index (March
    1, 1994);  MFS Emerging Growth Companies (May 1, 1997); MFS Research (May 1,
    1997);  Merrill Lynch Basic Value Equity (May 1, 1997);  Merrill Lynch World
    Strategy (May 1, 1997);  Morgan Stanley  Emerging Markets Equity (August 20,
    1997);  EQ/Putnam  Balanced (May 1, 1997);  EQ/Putnam  Growth & Income Value
    (May 1, 1997);  T. Rowe Price  Equity  Income  (May 1, 1997);  T. Rowe Price
    International  Stock (May 1, 1997);  and Warburg  Pincus Small Company Value
(May 1, 1997).                                                          
--------------------------------------------------------------------------------

Tables 3, 4 and 5 (which reflect the second  calculation method described above)
provide you with information on rates of return on an annualized, cumulative and
year-by-year basis.                                                             

All rates of return  presented are  time-weighted  and include  reinvestment  of
investment income, including interest and dividends.  Cumulative rates of return
reflect  performance  over a stated period of time.  Annualized  rates of return
represent the annual rate of growth that would have produced the same cumulative
return, if performance had been constant over the entire period.                

BENCHMARKS                                                                      

Market  indices are not subject to any charges  for  investment  advisory  fees,
brokerage  commission or other operating  expenses  typically  associated with a
managed  portfolio.  Nor do they reflect other charges such as the mortality and
expense  risks  charge,  administration  charge,  or any  withdrawal or optional
benefit  charge,  under the  Certificates.  Comparisons  with these  benchmarks,
therefore, are of limited use. We include them because they are widely known and
may help you to understand the universe of securities  from which each Portfolio
is likely to select its holdings.  Benchmark  data reflect the  reinvestment  of
dividend income.                                                                

PORTFOLIO INCEPTION DATES AND COMPARATIVE BENCHMARKS                            

ALLIANCE  CONSERVATIVE  INVESTORS:  October 2, 1989;  70% Lehman  Treasury  Bond
Composite Index and 30% Standard & Poor's 500 Index.                            

ALLIANCE GROWTH INVESTORS: October 2, 1989; 30% Lehman Government/Corporate Bond
Index and 70% Standard & Poor's 500 Index.                                      

ALLIANCE  GROWTH & INCOME:  October 1, 1993; 75% Standard & Poor's 500 Index and
25% Value Line Convertibles Index.                                              

ALLIANCE COMMON STOCK: January 13, 1976; Standard & Poor's 500 Index.           

ALLIANCE GLOBAL:  August 27, 1987;  Morgan Stanley Capital  International  World
Index.                                                                          

ALLIANCE  INTERNATIONAL:  April 3, 1995;  Morgan Stanley  Capital  International
Europe, Australia, Far East Index.                                              

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ALLIANCE AGGRESSIVE STOCK:  January 27, 1986; 50% Russell 2000 Small Stock Index
and 50% Standard & Poor's Mid-Cap Total Return Index.                           

ALLIANCE SMALL CAP GROWTH: May 1, 1997; Russell 2000 Growth Index.              

ALLIANCE MONEY MARKET: July 13, 1981; Salomon Brothers Three-Month T-Bill Index.

ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES:  April 1, 1991; Lehman Intermediate
Government Bond Index.                                                          

ALLIANCE HIGH YIELD: January 2, 1987; Merrill Lynch High Yield Master Index.    

ALLIANCE EQUITY INDEX FUND: March 1, 1994; Standard & Poor's 500 Index.         

MFS EMERGING GROWTH COMPANIES: May 1, 1997; Russell 2000 Index.                 

MFS RESEARCH: May 1, 1997; Standard & Poor's 500 Index.                         

MERRILL LYNCH BASIC VALUE EQUITY: May 1, 1997; Standard & Poor's 500 Index.     

MERRILL LYNCH WORLD  STRATEGY:  May 1, 1997; 36% Standard & Poor's 500 Index/24%
Morgan  Stanley  Capital  International  Europe,  Australia,  Far East Index/21%
Salomon  Brothers  U.S.   Treasury  Bond  1  Year+/14%  Salomon  Brothers  World
Government Bond (excluding U.S.)/and 5% Three-Month U.S. Treasury Bill.         

MORGAN STANLEY EMERGING MARKETS EQUITY:  August 20, 1997; Morgan Stanley Capital
International Emerging Markets Free Price Return Index.                         

EQ/PUTNAM BALANCED:  May 1, 1997; 60% Standard & Poor's 500 Index and 40% Lehman
Government/ Corporate Bond Index.                                               

EQ PUTNAM GROWTH & INCOME VALUE: May 1, 1997; Standard & Poor's 500 Index.      

T. ROWE PRICE EQUITY INCOME: May 1, 1997; Standard & Poor's 500 Index.          

T.  ROWE  PRICE  INTERNATIONAL  STOCK:  May  1,  1997;  Morgan  Stanley  Capital
International Europe, Australia, Far East Index.                                

WARBURG PINCUS SMALL COMPANY VALUE: May 1, 1997; Russell 2000 Index.            

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

 TABLE 3
ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1997:*

                                                        [Enlarge/Download Table]


-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    SINCE      
                                         1 YEAR     3 YEARS     5 YEARS     10 YEARS    15 YEARS     20 YEARS     INCEPTION    
                                      -----------------------------------------------------------------------------------------
                                                                                                                               
ALLIANCE CONSERVATIVE  INVESTORS          11.43%      10.98%       7.06%          --          --           --       7.78%      
   Lipper Income                          15.51       15.54       11.61           --          --           --      10.57       
   Benchmark                              16.71       17.18       11.87           --          --           --      11.39       
ALLIANCE GROWTH INVESTORS                 14.92       16.55       11.35           --          --           --      13.86       
   Lipper Flexible Portfolio              18.23       17.09       11.52           --          --           --      11.10       
   Benchmark                              26.28       25.64       17.02           --          --           --      14.48       
ALLIANCE GROWTH & INCOME                  24.73       21.63           --          --          --           --      14.06       
   Lipper Growth & Income                 25.47       25.18           --          --          --           --      17.47       
   Benchmark                              29.54       28.62           --          --          --           --      20.14       
ALLIANCE COMMON STOCK                     27.16       26.55       19.11       16.10%      15.37%       15.68%      13.98       
   Lipper Growth                          24.35       24.72       16.01       15.40       13.99        15.20       13.97       
   Benchmark                              33.36       31.15       20.27       18.05       17.52        16.66       15.44       
ALLIANCE GLOBAL                            9.77       13.11       14.27       11.92           --           --       9.91       
   Lipper Global                          12.99       14.18       13.94        7.21           --           --       3.84       
   Benchmark                              15.76       16.62       15.34       10.57           --           --       8.22       
ALLIANCE INTERNATIONAL                    (4.60)          --          --          --          --           --       4.67       
   Lipper International                    5.47           --          --          --          --           --      11.42       
   Benchmark                               1.78           --          --          --          --           --       6.15       

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ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1997:*

                                                        [Enlarge/Download Table]



-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    SINCE      
                                         1 YEAR     3 YEARS     5 YEARS     10 YEARS    15 YEARS     20 YEARS     INCEPTION    
                                      -----------------------------------------------------------------------------------------
                                                                                                                               
ALLIANCE AGGRESSIVE STOCK                  9.04%      19.31%      13.05%      17.08%          --           --      17.45%      
   Lipper Mid-Cap                         12.11       15.54        9.27       14.32           --           --      15.87       
   Benchmark                              27.31       24.88       17.11       17.74           --           --      15.12       
ALLIANCE SMALL CAP                                                                                                             
   GROWTH                                    --          --           --          --          --           --      25.38**     
   Lipper Small Cap                          --          --           --          --          --           --      26.66**     
   Benchmark                                 --          --           --          --          --           --      27.66**     
ALLIANCE MONEY MARKET                      3.74        3.81        3.02        4.09        4.91%           --       5.48       
   Lipper Money Market                     3.95        4.05        3.29        4.41        5.39            --       5.77       
   Benchmark                               5.23        5.41        4.71        5.61        6.33            --       6.87       
ALLIANCE INTERMEDIATE  GOVERNMENT                                                                                              
   SECURITIES                              5.58        6.33        4.24           --          --           --       5.31       
   Lipper Gen. U.S. Government             7.60        8.03        5.65           --          --           --       6.95       
   Benchmark                               7.72        8.65        6.39           --          --           --       7.47       
ALLIANCE HIGH YIELD                       16.58       18.49       14.04       10.99           --           --      10.25       
   Lipper High Yield                      12.87       14.23       10.68       10.33           --           --       9.46       
   Benchmark                              12.83       14.54       11.72       12.09           --           --      11.39       
ALLIANCE EQUITY INDEX                     30.45       28.26           --          --          --           --      21.41       
   Lipper S&P Index                       31.06       29.07           --           --         --           --      21.98       
   Benchmark                              33.36       31.15           --          --          --           --      23.84       
MFS EMERGING GROWTH                                                                                                            
   COMPANIES                                 --          --           --          --          --           --      21.32**     
   Lipper Mid-Cap                            --          --           --          --          --           --      20.88**     
   Benchmark                                 --          --           --          --          --           --      28.68**     
MFS RESEARCH                                 --          --          --           --          --           --      14.99**     
   Lipper Growth                             --          --           --          --          --           --      21.89**     
   Benchmark                                 --          --           --          --          --           --      22.55**     
MERRILL LYNCH BASIC                                                                                                            
   VALUE EQUITY                              --          --           --          --          --           --      15.97**     
   Lipper Growth                             --          --           --          --          --           --      20.28**     
   Benchmark                                 --          --           --          --          --           --      22.55**     
MERRILL LYNCH WORLD STRATEGY                 --          --           --          --          --           --       3.76**     
   Lipper Global                             --          --           --          --          --           --       8.52**     
   Benchmark                                 --          --           --          --          --           --      10.81**     
MORGAN STANLEY                                                                                                                 
   EMERGING MARKETS                                                                                                            
   EQUITY                                    --          --           --          --          --           --     (20.59)**    
   Lipper Emerging Markets                   --          --           --          --          --           --        N/A       
   Benchmark                                 --          --           --          --          --           --     (21.43)**    
EQ/PUTNAM BALANCED                           --          --           --          --          --           --      13.43**     
   Lipper Balanced                           --          --           --          --          --           --      14.79**     
   Benchmark                                 --          --           --          --          --           --      17.17**     
EQ/PUTNAM GROWTH &                                                                                                             
   INCOME VALUE                              --          --           --          --          --           --      15.15**     
   Lipper Growth & Income                    --          --           --          --          --           --      20.28**     
   Benchmark                                 --          --           --          --          --           --      22.55**     

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ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1997:*

                                                        [Enlarge/Download Table]


-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    SINCE      
                                         1 YEAR     3 YEARS     5 YEARS     10 YEARS    15 YEARS     20 YEARS     INCEPTION    
                                      -----------------------------------------------------------------------------------------
                                                                                                                               
T. ROWE PRICE EQUITY                                                                                                           
   INCOME                                    --          --           --          --          --           --      21.01%**    
   Lipper Equity Income                      --          --           --          --          --           --      20.91**     
   Benchmark                                 --          --           --          --          --           --      22.55**     
T. ROWE PRICE                                                                                                                  
   INTERNATIONAL                                                                                                               
   STOCK                                     --          --           --          --          --           --      (2.41)**    
   Lipper International                      --          --           --          --          --           --       3.41**     
   Benchmark                                 --          --           --          --          --           --       2.85**     
WARBURG PINCUS SMALL                                                                                                           
   COMPANY VALUE                             --          --           --          --          --           --      18.04**     
   Lipper Small Cap                          --          --           --          --          --           --      26.66**     
   Benchmark                                 --          --           --          --          --           --      28.68**     

----------------------                                                                                                         
See footnotes on page 68.                                                                                                      
-------------------------------------------------------------------------------------------------------------------------------

 TABLE 4
CUMULATIVE RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1997:*

                                                        [Enlarge/Download Table]


-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    SINCE      
                                         1 YEAR     3 YEARS     5 YEARS     10 YEARS    15 YEARS     20 YEARS     INCEPTION    
                                      -----------------------------------------------------------------------------------------
                                                                                                                               
ALLIANCE CONSERVATIVE INVESTORS           11.43%      36.67%      40.65%         --          --            --         85.49%   
   Lipper Income                          15.51       54.60       73.34          --          --            --        129.83    
   Benchmark                              16.71       60.91       75.18          --          --            --        143.55    
ALLIANCE GROWTH INVESTORS                 14.92       58.34       71.17          --          --            --        191.55    
   Lipper Flexible Portfolio              18.23       61.05       73.02          --          --            --        140.59    
   Benchmark                              26.28       98.32      119.42          --          --            --        205.24    
ALLIANCE GROWTH & INCOME                  24.73       79.95          --          --          --            --         74.91    
   Lipper Growth & Income                 25.47       96.46          --          --          --            --         98.58    
   Benchmark                              29.54      112.80          --          --          --            --        118.17    
ALLIANCE COMMON STOCK                     27.16      102.66      139.73      344.83%     753.99%     1,740.23%     1,670.44    
   Lipper Growth                          24.35       94.70      111.15      321.71      625.81      1,602.96      1,659.17    
   Benchmark                              33.36      125.60      151.62      425.67    1,026.40      2,080.13      2,248.74    
ALLIANCE GLOBAL                            9.77       44.72       94.85      208.26          --            --        165.87    
   Lipper Global                          12.99       49.53       93.26      100.58          --            --         47.66    
   Benchmark                              15.76       58.59      104.13      173.01          --            --        126.45    
ALLIANCE INTERNATIONAL                    (4.60)          --         --          --          --            --         13.35    
   Lipper International                    5.47           --         --          --          --            --         35.07    
   Benchmark                               1.78           --         --          --          --            --         17.83    
ALLIANCE AGGRESSIVE STOCK                  9.04       69.84       84.69      384.08          --            --        581.19    
   Lipper Mid-Cap                         12.11       56.12       59.26      311.80          --            --        478.26    
   Benchmark                              27.31       94.76      120.25      412.08          --            --        436.52    
ALLIANCE SMALL CAP                                                                                                             
   GROWTH                                    --          --          --          --          --            --         25.38**  
   Lipper Small Cap                          --          --          --          --          --            --         26.66**  
   Benchmark                                 --          --          --          --          --            --         27.66**  
ALLIANCE MONEY MARKET                      3.74       11.88       16.03       49.32      105.23            --        140.79    
   Lipper Money Market                     3.95       12.64       17.61       54.00      120.14            --        151.25    
   Benchmark                               5.23      `17.13       25.87       72.64      150.97            --        199.34    
ALLIANCE INTERMEDIATE  GOVERNMENT                                                                                              
   SECURITIES                              5.58       20.23       23.07          --          --            --         41.84    
   Lipper Gen. U.S. Government             7.60       26.12       31.70          --          --            --         57.40    
   Benchmark                               7.72       28.25       36.31          --          --            --         62.74    

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CUMULATIVE RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1997:*

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    SINCE      
                                         1 YEAR     3 YEARS     5 YEARS     10 YEARS    15 YEARS     20 YEARS     INCEPTION    
                                      -----------------------------------------------------------------------------------------
                                                                                                                               
ALLIANCE HIGH YIELD                       16.58%      66.34%      92.84%     183.74%         --            --        192.34%   
   Lipper High Yield                      12.87       49.17       66.26      169.15          --            --        173.12    
   Benchmark                              12.83       50.26       74.04      213.08          --            --        227.68    
ALLIANCE EQUITY INDEX                     30.45      110.98          --          --          --            --        110.43    
   Lipper S&P Index                       31.06      115.03          --          --          --            --        114.07    
   Benchmark                              33.36      125.60          --          --          --            --        127.24    
MFS EMERGING GROWTH                                                                                                            
   COMPANIES                                 --          --          --          --          --            --        21.32**   
   Lipper Mid-Cap                            --          --          --          --          --            --        20.88**   
   Benchmark                                 --          --          --          --          --            --        28.68**   
MFS RESEARCH                                 --          --          --          --          --            --        14.99**   
   Lipper Growth                             --          --          --          --          --            --        21.89**   
   Benchmark                                 --          --          --          --          --            --        22.55**   
MERRILL LYNCH BASIC                                                                                                            
   VALUE EQUITY                              --          --          --          --          --            --        15.97**   
   Lipper Growth                             --          --          --          --          --            --        20.28**   
   Benchmark                                 --          --          --          --          --            --        22.55**   
MERRILL LYNCH WORLD                                                                                                            
   STRATEGY                                  --          --          --          --          --            --         3.76**   
   Lipper Global                             --          --          --          --          --            --         8.52**   
   Benchmark                                 --          --          --          --          --            --        10.81     
MORGAN STANLEY                                                                                                                 
   EMERGING MARKETS                                                                                                            
   EQUITY                                    --          --          --          --          --            --       (20.59)**  
   Lipper Emerging Markets                   --          --          --          --          --            --         N/A      
   Benchmark                                 --          --          --          --          --            --       (21.43)**  
EQ/PUTNAM BALANCED                           --          --          --          --          --            --        13.43**   
   Lipper Balanced                           --          --          --          --          --            --        14.79**   
   Benchmark                                 --          --          --          --          --            --        17.17**   
EQ/PUTNAM GROWTH &                                                                                                             
   INCOME VALUE                              --          --          --          --          --            --        15.15**   
   Lipper Growth & Income                    --          --          --          --          --            --        20.28**   
   Benchmark                                 --          --          --          --          --            --        22.55     
T.ROWE PRICE EQUITY                                                                                                            
   INCOME                                    --          --          --          --          --            --        21.01**   
   Lipper Equity Income                      --          --          --          --          --            --        20.91**   
   Benchmark                                 --          --          --          --          --            --        22.55**   
T. ROWE PRICE                                                                                                                  
   INTERNATIONAL                                                                                                               
   STOCK                                     --          --          --          --          --            --        (2.41)**  
   Lipper International                      --          --          --          --          --            --         3.41**   
   Benchmark                                 --          --          --          --          --            --         2.85**   
WARBURG PINCUS SMALL                                                                                                           
   COMPANY VALUE                             --          --          --          --          --            --        18.04**   
   Lipper Small Cap                          --          --          --          --          --            --        26.66**   
   Benchmark                                 --          --          --          --          --            --        28.68**   

----------------------                                                                                                         
See footnotes on page 68.                                                                                                      
-------------------------------------------------------------------------------------------------------------------------------

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 TABLE 5
 YEAR-BY-YEAR RATES OF RETURN*
------------------------------------------------------------------------------- 
                 1984     1985    1986     1987    1988     1989    1990
                 -------------------------------------------------------------
ALLIANCE                                                                        
CONSERVATIVE                                                              
INVESTORS          --       --        --      --      --     2.67%   4.66%
ALLIANCE                                                                        
GROWTH                                                                    
INVESTORS          --       --        --      --      --     3.42    8.89 
ALLIANCE                                                                        
GROWTH &                                                                  
INCOME             --       --        --      --      --       --      -- 
ALLIANCE                                                                        
COMMON                                                                    
STOCK***        (3.53)%   31.30%   15.50%   5.73%  20.48%   23.60   (9.59)
ALLIANCE GLOBAL       --       --       --   (13.75)   9.11    24.72   (7.58)   
ALLIANCE                                                                        
INTERNATIONAL      --       --       --       --      --       --      -- 
ALLIANCE                                                                        
AGGRESSIVE                                                                
STOCK              --       --    33.28     5.58   (0.48)   41.22    6.43 
ALLIANCE MONEY                                                                  
MARKET***        9.09      6.74    4.91     4.93    5.61     7.45    6.50 
ALLIANCE                                                                        
INTERMEDIATE                                                              
GOVERNMENT                                                                
SECURITIES         --       --       --       --      --       --      -- 
ALLIANCE HIGH                                                                   
YIELD              --       --       --     3.03    7.99     3.46   (2.70)
ALLIANCE                                                                        
EQUITY INDEX       --       --       --       --      --       --      -- 
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                     1991     1992    1993     1994    1995     1996    1997
                     -----------------------------------------------------------
ALLIANCE                                                                        
CONSERVATIVE                                                              
  INVESTORS          17.97%    4.03%   9.04%  (5.63)%  18.49%    3.52%  11.43%
ALLIANCE                                                                        
GROWTH                                                                    
 INVESTORS          46.53     3.22   13.43   (4.70)   24.36    10.80   14.92
ALLIANCE                                                                        
GROWTH &                                                                  
 INCOME                --       --   (0.66)  (2.16)   22.10    18.16   24.73
ALLIANCE                                                                        
COMMON                                                                    
 STOCK***           35.69     1.57   22.83   (3.70)   30.34    22.28   27.16
ALLIANCE GLOBAL                                                                 
                    28.47    (2.10)  30.01    3.56    16.92    12.76    9.77
ALLIANCE                                                                        
  INTERNATIONAL         --       --      --      --     9.97     8.04   (4.60)
ALLIANCE                                                                        
AGGRESSIVE                                                                
 STOCK              83.89    (4.71)  14.89   (5.35)   29.54    20.24    9.04
ALLIANCE MONEY                                                                  
 MARKET***           4.49     1.94    1.32    2.36     4.06     3.64    3.74
ALLIANCE                                                                        
INTERMEDIATE                                                              
GOVERNMENT                                                                
 SECURITIES         10.92     3.90    8.78   (5.90)   11.52     2.11    5.58
ALLIANCE HIGH                                                                   
 YIELD              22.48    10.51   21.19   (4.33)   18.01    20.91   16.58
ALLIANCE                                                                        
 EQUITY INDEX          --       --      --   (0.26)   34.31    20.42   30.45

----------------                                                                
*Returns do not reflect the withdrawal charge, the optional baseBUILDER benefits
   charge,  and any charge for tax such as premium  taxes.  There are no returns
   shown in Table 5 for the  Alliance  Small Cap Growth Fund and the  Investment
   Funds investing in EQAT as such Funds have less than one year of performance.
**Unannualized.                                                               

                                                        [Enlarge/Download Table]

***Prior  to  1984  the  Year-by-Year   Rates  of   1976     1977      1978      1979     1980      1981      1982     1983  
   Return were:                                                                                                              
                                                                                                                             
   ALLIANCE COMMON STOCK                           7.73%   (10.69)%   6.51%     27.77%   47.74%    (7.37)%   15.70%    24.11%
   ALLIANCE MONEY MARKET                             --        --       --         --       --      5.49     11.22      7.22 
-----------------------------------------------------------------------------------------------------------------------------

COMMUNICATING  PERFORMANCE  DATA                                                

In reports or other communications or in advertising  material,  we may describe
general economic and market  conditions  affecting the Separate Account and each
respective  trust and may present the  performance  of the  Investment  Funds or
compare it with (1) that of other insurance  company separate accounts or mutual
funds included in the rankings  prepared by Lipper  Analytical  Services,  Inc.,
Morningstar,  Inc.,  VARDS or  similar  investment  services  that  monitor  the
performance of insurance  company  separate  accounts or mutual funds, (2) other
appropriate indices of investment  securities and averages for peer universes of
funds which are shown under  "Benchmarks"  and  "Portfolio  Inception  Dates and
Comparative  Benchmarks"  in this Part 10, or (3) data  developed  by us derived
from such indices or averages.  The  Morningstar  Variable  Annuity/Life  Report
consists of nearly 700  variable  life and annuity  funds,  all of which  report
their data net of investment  management  fees,  direct  operating  expenses and
separate account  charges.  VARDS is a monthly  reporting  service that monitors
approximately  760 variable life and variable  annuity funds on performance  and
account information. Advertisements or other communications furnished to present
or prospective  Certificate Owners may also include evaluations of an Investment
Fund or Portfolio by financial  publications that are nationally recognized such
as Barron's,  Morningstar's Variable Annuity Sourcebook,  Business Week, Chicago
Tribune, Forbes, Fortune, Institutional Investor, Investment Adviser, Investment
Dealer's Digest,  Investment  Management Weekly, Los Angeles Times, Money, Money
Management Letter, Kiplinger's                                                  

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Personal  Finance,   Financial  Planning,   National   Underwriter,   Pension  &
Investments,  USA Today,  Investor's Business Daily, The New York Times, and The
Wall Street Journal.                                                            

ALLIANCE MONEY MARKET FUND, ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES FUND AND
ALLIANCE HIGH YIELD FUND YIELD INFORMATION                                      

The  current  yield and  effective  yield of the  Alliance  Money  Market  Fund,
Alliance  Intermediate  Government  Securities Fund and Alliance High Yield Fund
may appear in  reports  and  promotional  material  to  current  or  prospective
Certificate Owners.                                                             

Current yield for the Alliance Money Market Fund will be based on net changes in
a hypothetical  investment over a given seven-day  period,  exclusive of capital
changes,  and then  "annualized"  (assuming that the same seven-day result would
occur each week for 52 weeks).  Current  yields  for the  Alliance  Intermediate
Government  Securities  Fund and  Alliance  High Yield Fund will be based on net
changes in a hypothetical  investment  over a given 30-day period,  exclusive of
capital  changes,  and then  "annualized"  (assuming that the same 30-day result
would  occur each month for 12 months).  "Effective  yield" is  calculated  in a
manner similar to that used to calculate current yield, but when annualized, any
income earned by the  investment  is assumed to be  reinvested.  The  "effective
yield" will be slightly higher than the "current yield" because any earnings are
compounded  weekly  for the  Alliance  Money  Market  Fund and  monthly  for the
Alliance  Intermediate  Government Securities Fund and Alliance High Yield Fund.
Alliance Money Market Fund, Alliance Intermediate Government Securities Fund and
Alliance High Yield Fund yields and effective yields assume the deduction of all
Certificate  charges and expenses other than the withdrawal charge, the optional
baseBUILDER  benefits  charge,  and any charge for tax such as premium  tax. The
yields and effective yields for the Alliance Money Market Fund when used for the
Special Dollar Cost Averaging  program,  assume that no Certificate  charges are
deducted.  See  "Part 5:  Alliance  Money  Market  Fund,  Alliance  Intermediate
Government  Securities  Fund and Alliance High Yield Fund Yield  Information" in
the SAI.                                                                        

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APPENDIX I: MARKET VALUE ADJUSTMENT EXAMPLE 
--------------------------------------------------------------------------------
The example below shows how the market value  adjustment would be determined and
how it would be applied to a withdrawal, assuming that $100,000 was allocated on
February  15, 1999 to a GIRO with an  Expiration  Date of February 15, 2008 at a
Guaranteed Rate of 7.00% resulting in a Maturity Value at the Expiration Date of
$183,846, and further assuming that a withdrawal of $50,000 was made on February
15, 2003.                                                                       
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                                             ASSUMED                           
                                                                               GUARANTEED RATE ON FEBRUARY 15, 2003            
                                                                                5.00%                        9.00%             
                                                                    -----------------------------------------------------------
                                                                                                                               
As of February 15, 2003 (Before Withdrawal)                                                                                    
(1)  Present Value of Maturity Value,                                                                                          
     also Annuity Account Value..................................           $  144,048                   $  119,487            
(2)  Guaranteed Period Amount....................................              131,080                      131,080            
(3)  Market Value Adjustment: (1) - (2)..........................               12,968                      (11,593)           
On February 15, 2003 (After Withdrawal)                                                                                        
(4)  Portion of (3) Associated                                                                                                 
     with Withdrawal: (3) x [$50,000/(1)]........................           $    4,501                   $   (4,851)           
(5)  Reduction in Guaranteed                                                                                                   
     Period Amount: [$50,000 - (4)]..............................               45,499                       54,851            
(6)  Guaranteed Period Amount: (2) - (5).........................               85,581                       76,229            
(7)  Maturity Value..............................................              120,032                      106,915            
(8)  Present Value of (7), also                                                                                                
     Annuity Account Value.......................................               94,048                       69,487            
-------------------------------------------------------------------------------------------------------------------------------

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

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APPENDIX II: PURCHASE CONSIDERATIONS FOR QP CERTIFICATES
--------------------------------------------------------------------------------
Any trustee  considering a purchase of a QP Certificate  should discuss with its
tax adviser 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 Certificate,  the distribution of such an annuity,  the
purchase of the  Guaranteed  Minimum  Income  Benefit,  and the payment of death
benefits  in  accordance  with  the  requirements  of  the  Code.  The  form  of
Certificate  and this  prospectus  should be reviewed in full, and the following
factors,  among others,  should be noted.  This QP Certificate  accepts transfer
contributions only and not regular,  ongoing payroll  contributions.  For 401(k)
plans under defined contribution plans, no employee after-tax  contributions are
accepted.  Under defined  benefit  plans,  we will not accept  rollovers  from a
defined  contribution  plan to a  defined  benefit  plan.  We will  only  accept
transfers from a defined benefit plan or a change of investment  vehicles in the
plan.                                                                           

For defined benefit plans, the maximum percentage of actuarial value of the plan
Participant/Employee's  "Normal Retirement  Benefit" which can be funded by a QP
Certificate is 80%. The Annuity  Account Value under a QP Certificate may at any
time be more or less  than the lump sum  actuarial  equivalent  of the  "Accrued
Benefit" for a defined  benefit plan  Participant/Employee.  Equitable Life does
not guarantee that the Annuity Account Value under a QP Certificate  will at any
time  equal  the  actuarial  value  of 80% of a  Participant/Employee's  Accrued
Benefit.  If overfunding of a plan occurs,  withdrawals  from the QP Certificate
may be required.  A withdrawal  charge and/or market value adjustment may apply.
Further,  Equitable will not perform or provide any plan recordkeeping  services
with respect to the QP  Certificates.  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 Certificates, so if the plan provides for loans and
a  Participant/Employee  takes a loan from the plan,  other plan  assets must be
used as the source of the loan and any loan repayments must be credited to other
investment vehicles and/or accounts available under the plan.                   

Finally,  because the method of purchasing the QP Certificates  and the features
of the QP Certificates  may appeal more to plan  Participants/Employees  who are
older  and tend to be  highly  paid,  and  because  certain  features  of the QP
Certificates 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  Certificates  would cause the plan to
engage in prohibited discrimination in contributions, benefits or otherwise.    

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APPENDIX III: GUARANTEED MINIMUM DEATH BENEFIT EXAMPLE
--------------------------------------------------------------------------------
Under the  Certificates  the death benefit is equal to the Annuity Account Value
or, if greater,  the Guaranteed  Minimum Death Benefit (see "Guaranteed  Minimum
Death Benefit" in Part 4).                                                      

The  following is an example  illustrating  the  calculation  of the  Guaranteed
Minimum Death Benefit.  Assuming  $100,000 is allocated to the Investment  Funds
(with no  allocation  to the Alliance  Money  Market and  Alliance  Intermediate
Government  Securities  Funds or the GIROs),  no  subsequent  contributions,  no
transfers  and no  withdrawals,  the  Guaranteed  Minimum  Death  Benefit for an
Annuitant age 45 would be calculated as follows:                                

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------------
       END OF                                              6% ROLL UP TO AGE 80          ANNUAL RATCHET TO AGE 80     
      CONTRACT                   ANNUITY                    GUARANTEED MINIMUM              GUARANTEED MINIMUM        
        YEAR                  ACCOUNT VALUE                  DEATH BENEFIT(1)                 DEATH BENEFIT           
----------------------------------------------------------------------------------------------------------------------
                                                                                                                      
          1                       $105,000                        $106,000                        $105,000(2)         
          2                       $115,500                        $112,360                        $115,500(2)         
          3                       $132,825                        $119,102                        $132,825(2)         
          4                       $106,260                        $126,248                        $132,825(3)         
          5                       $116,886                        $133,823                        $132,825(3)         
          6                       $140,263                        $141,852                        $140,263(2)         
          7                       $140,263                        $150,363                        $140,263(3)         
----------------------------------------------------------------------------------------------------------------------

The Annuity  Account Values for Contract Years 1 through 7 are determined  based
on hypothetical  rates of return of 5.00%,  10.00%,  15.00%,  (20.00)%,  10.00%,
20.00% and 0.00%, respectively.                                                 

6%   ROLL UP TO AGE 80                                                          

(1)  For  Contract  Years 1  through  7,  the  Guaranteed                       
Minimum Death Benefit equals the initial contribution increased by 6%.

ANNUAL RATCHET TO AGE 80                                                        

(2)  At the end of  Contract  Years 1, 2 and 3, and again at the end of Contract
     Year 6, the  Guaranteed  Minimum  Death  Benefit  is  equal to the  current
Annuity Account Value.                                                

(3)  At the end of  Contract  Years 4, 5 and 7,  the  Guaranteed  Minimum  Death
     Benefit is equal to the Guaranteed  Minimum Death Benefit at the end of the
     prior year since it is equal to or higher than the current  Annuity Account
Value.                                                                

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APPENDIX IV: EXAMPLE OF PAYMENTS
 UNDER THE ASSURED PAYMENT OPTION AND APO PLUS
--------------------------------------------------------------------------------
The second column in the chart below  illustrates the payments for a male age 70
who  purchased  the Assured  Payment  Option on February  14, 1997 with a single
contribution of $100,000,  with increasing annual payments.  The payments are to
commence on February 15, 1998.  It assumes that the fixed period is 15 years and
that the Life Contingent  Annuity will provide  payments on a Single Life basis.
Based on  Guaranteed  Rates for the GIROs and the current  purchase rate for the
Life  Contingent  Annuity,  on February 14, 1997,  the initial  payment would be
$6,730.77  and would  increase in each  three-year  period to a final payment of
$9,854.53.  The  first  payment  under  the  Life  Contingent  Annuity  would be
$10,839.98.                                                                     

The Guaranteed  Rates as of February 14, 1997 for GIROs maturing on February 15,
1998 through 2012 are: 4.40%,  4.69%,  4.86%, 5.00%, 5.11%, 5.22%, 5.32%, 5.41%,
5.50%, 5.57%, 5.56%, 5.56%, 5.56%, 5.56% and 5.56%, respectively.               

Alternatively  as shown in the third and fourth columns,  this individual  could
purchase  APO Plus  with the same  $100,000  contribution,  with the same  fixed
period and the Life Contingent Annuity on a Single Life basis. Assuming election
of the Alliance  Common Stock Fund based on  Guaranteed  Rates for the GIROs and
the current purchase rate for the Life Contingent Annuity, on February 14, 1997,
the same  initial  payment  of  $6,730.77  would be  purchased  under  APO Plus.
However,  unlike the payment under the Assured Payment Option that will increase
every three years,  this initial  payment  under APO Plus is not  guaranteed  to
increase.  Therefore,  only $78,949.12 is needed to purchase the initial payment
stream,  and the remaining  $21,050.87 is invested in the Investment  Funds. Any
future  increase  in  payments  under  APO Plus will  depend  on the  investment
performance in the Alliance Common Stock Fund.                                  

Assuming  hypothetical  average  annual  rates  of  return  of 0% and 8%  (after
deduction of charges) for the Investment  Fund, the Annuity Account Value in the
Investment Fund would grow to $21,050.87 and $26,518.03 respectively after three
years. A portion of this amount is used to purchase the increase in the payments
at the beginning of the fourth year.  The remainder  will stay in the Investment
Fund to be drawn upon for the  purchase of  increases  in payments at the end of
each third year  thereafter  during the fixed period and at the end of the fixed
period under the Life  Contingent  Annuity.  Based on  Guaranteed  Rates for the
GIROs and  purchase  rates for the Life  Contingent  Annuity as of February  14,
1997, the third and fourth columns illustrate the increasing payments that would
be purchased under APO Plus assuming 0% and 8% rates of return respectively.    

Under both options,  while the  Certificate  Owner is living  payments  increase
annually  after the 16th year  under the Life  Contingent  Annuity  based on the
increase,  if any, in the Consumer Price Index,  but in no event greater than 3%
per year.                                                                       

                                                        [Enlarge/Download Table]

ANNUAL PAYMENTS                                                                                                       
----------------------------------------------------------------------------------------------------------------------
                                                               ILLUSTRATIVE                    ILLUSTRATIVE           
                      GUARANTEED INCREASING PAYMENTS             PAYMENTS                        PAYMENTS             
                                UNDER THE                         UNDER                           UNDER               
        YEARS             ASSURED PAYMENT OPTION              APO PLUS AT 0%                  APO PLUS AT 8%          
----------------------------------------------------------------------------------------------------------------------
                                                                                                                      
         1-3                   $  6,730.77                       $6,730.77                     $  6,730.77            
         4-6                      7,403.85                        7,100.57                        7,520.00            
         7-9                      8,144.23                        7,483.79                        8,345.92            
        10-12                     8,958.66                        7,868.31                        9,191.42            
        13-15                     9,854.53                        8,217.67                       10,010.94            
         16                      10,839.98                        8,475.41                       10,731.67            
----------------------------------------------------------------------------------------------------------------------

As described above, a portion of the illustrated  contribution is applied to the
Life Contingent Annuity.  This amount will generally be larger under the Assured
Payment Option than under APO Plus.  Also, a larger portion of the  contribution
will  be  allocated  to  GIROs  under  the  former  than  the  latter.  In  this
illustration,  $80,458.33 is allocated  under the Assured  Payment Option to the
GIROs and under APO Plus,  $68,020.34  is allocated  to the GIROs.  In addition,
under APO Plus  $21,050.87 is allocated to the  Investment  Fund. The balance of
the $100,000  ($19,541.67 and $10,928.78,  respectively)  is applied to the Life
Contingent Annuity.                                                             

The rates of return of 0% and 8% are for illustrative  purposes only and are not
intended to represent an expected or guaranteed rate of return.  Your investment
results will vary.  Payments will also depend on the  Guaranteed  Rates and Life
Contingent  Annuity  purchase rates in effect as of the Transaction  Date. It is
assumed that no Lump Sum Withdrawals are taken.                                 

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

                                                        [Enlarge/Download Table]


                                                                                                                      PAGE     
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
Part 1:           Minimum Distribution Withdrawals-- Traditional IRA Certificates                                       2      
-------------------------------------------------------------------------------------------------------------------------------
Part 2:           Accumulation Unit Values                                                                              2      
-------------------------------------------------------------------------------------------------------------------------------
Part 3:           Annuity Unit Values                                                                                   2      
-------------------------------------------------------------------------------------------------------------------------------
Part 4:           Custodian and Independent Accountants                                                                 3      
-------------------------------------------------------------------------------------------------------------------------------
Part 5:           Alliance Money Market Fund, Alliance Intermediate Government Securities Fund and Alliance High               
                  Yield Fund Yield Information                                                                          3      
-------------------------------------------------------------------------------------------------------------------------------
Part 6:           Long-Term Market Trends                                                                               4      
-------------------------------------------------------------------------------------------------------------------------------
Part 7:           Key Factors in Retirement Planning                                                                    6      
-------------------------------------------------------------------------------------------------------------------------------
Part 8:           Financial Statements                                                                                 10      
-------------------------------------------------------------------------------------------------------------------------------

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

Send this request form to:                                              

Equitable Life                                                  
Equitable Accumulator                                           
P.O. Box 1547                                                   
Secaucus, NJ 07096-1547                                         

Please send me an Equitable Accumulator SAI dated May 1, 1998:          

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

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

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

(EDISAI 5/98)                                                                   

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 SUPPLEMENT DATED MAY 1, 1998 TO
 INCOME MANAGER(R) ROLLOVER IRA PROSPECTUS
 DATED DECEMBER 31, 1997

This supplement dated May 1, 1998,  updates certain  information in the Rollover
IRA prospectus dated December 31, 1997, of The Equitable Life Assurance  Society
of the United  States  (EQUITABLE  LIFE).  You should  read this  supplement  in
conjunction  with  the  prospectus.  You  should  keep  the  supplement  and the
prospectus for future reference.  We have filed with the Securities and Exchange
Commission  (SEC) our  statement of  additional  information  (SAI) dated May 1,
1998. If you do not presently have a copy of the  prospectus,  you may obtain an
additional  copy, as well as a copy of the SAI, from us, free of charge,  if you
write to Equitable  Life,  P.O. Box 1547,  Secaucus,  NJ 07096-1547,  call (800)
789-7771 or if you only need a copy of the SAI,  you may mail in the SAI request
form located at the end of this  supplement.  The SAI has been  incorporated  by
reference into this supplement.                                                 

In this  supplement,  each section of the  prospectus in which a change has been
made is identified  and the number of each page on which a change occurs is also
noted.  Special  terms used in this  supplement  have the same meaning as in the
prospectus, unless otherwise noted.                                             

THROUGHOUT  THE  PROSPECTUS,  REPLACE  "HR TRUST" WITH "HRT" AND "EQ TRUST" WITH
"EQAT."                                                                         

ON PAGE 7 UNDER THE SUB-HEADING  "NOTES" REPLACE FOOTNOTE (6) WITH THE FOLLOWING
FOOTNOTE:                                                                       

   (6) All EQAT  Portfolios  commenced  operations  on May 1,  1997,  except the
       Morgan  Stanley  Emerging  Markets  Equity  Portfolio,   which  commenced
       operations on August 20, 1997,  and the following  Portfolios,  which had
       initial seed capital  invested on December 31, 1997: BT Equity 500 Index,
BT Small Company Index, and BT International Equity Index.        

       The  maximum  investment  management  and  advisory  fees for  each  EQAT
       Portfolio  cannot  be  increased  without  a  vote  of  that  Portfolio's
       shareholders.  The amounts shown as "Other  Expenses" will fluctuate from
       year  to  year  depending  on  actual  expenses,  however,  EQ  Financial
       Consultants,  Inc. ("EQ Financial"),  EQAT's manager, has entered into an
       expense  limitation  agreement with respect to each  Portfolio  ("Expense
       Limitation  Agreement"),  pursuant  to which EQ  Financial  has agreed to
       waive or limit its fees and  assume  other  expenses.  Under the  Expense
       Limitation  Agreement,  total annual operating expenses of each Portfolio
       (other  than  interest,   taxes,   brokerage   commissions,   capitalized
       expenditures, extraordinary expenses, and 12b-1 fees) are limited for the
       respective  average  daily net assets of each  Portfolio  as follows:  BT
       Equity  500  Index  -  0.30%;   BT  Small  Company  Index  -  0.35%;   BT
       International   Equity  -  0.55%;  MFS  Research,   MFS  Emerging  Growth
       Companies,  Merrill Lynch Basic Value Equity,  EQ/Putnam  Growth & Income
       Value, T. Rowe Price Equity Income - 0.60%;  Merrill Lynch World Strategy
       and T. Rowe Price  International - 0.95%; Morgan Stanley Emerging Markets
       Equity - 1.50%;  EQ/Putnam  Balanced - 0.65%;  and Warburg  Pincus  Small
Company - 0.75%.                                                  

       Absent  the  expense  limitation,  the  "Other  Expenses"  for 1997 on an
       annualized basis for each of the following  Portfolios would have been as
       follows:  MFS Emerging  Growth  Companies - 1.02%;  MFS Research - 0.98%;
       Merrill Lynch Basic Value Equity - 1.09%;  Merrill Lynch World Strategy -
       2.10%; Morgan Stanley Emerging Markets Equity - 1.21%; EQ/Putnam Balanced
       - 1.75%;  EQ/Putnam  Growth & Income Value - 0.95%;  T. Rowe Price Equity
       Income - 0.94%; T. Rowe Price  International  Stock - 1.56%;  and Warburg
       Pincus Small Company Value - 0.80%. For EQAT Portfolios which had initial
       seed capital invested on December 31, 1997, the "Other Expenses" for 1998
       are estimated to be as follows (absent the expense limitation): BT Equity
       500 Index - 0.29%; BT Small Company Index - 0.23%;  and BT  International
Equity Index - 0.47%. See "EQAT Charges to Portfolios" in Part 5. 

--------------------------------------------------------------------------------
Copyright 1998 The Equitable Life Assurance Society   
 of the United States, New York, New York 10104.
 All rights reserved. Income Manager is a registered service mark of
The Equitable Life Assurance Society of the United States.

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       Each Portfolio may at a later date make a  reimbursement  to EQ Financial
       for any of the  management  fees  waived or  limited  and other  expenses
       assumed  and paid by EQ  Financial  pursuant  to the  Expense  Limitation
       Agreement  provided that, among other things,  such Portfolio has reached
       sufficient size to permit such reimbursement to be made and provided that
       the  Portfolio's  current  annual  operating  expenses  do not exceed the
       operating  expense  limit  determined  for such  Portfolio.  See the EQAT
prospectus for more information.                                  

ON PAGE 9 ADD THE FOLLOWING SECTION AFTER THE "APO PLUS ELECTION" TABLE.        

CONDENSED FINANCIAL INFORMATION                                           

ACCUMULATION UNIT VALUES                                                  

   Equitable  Life  commenced  offering  the  Certificates  on May 1, 1997.  The
   following  table shows the  Accumulation  Unit Values,  as of the  applicable
   dates each  Investment  Fund was first  available  under the  Certificates as
noted below and on the last business day of the periods shown.            

                                                        [Enlarge/Download Table]

                                                         MAY 1, 1997         DECEMBER 31, 1997          MARCH 31, 1998  
                                                         -----------         -----------------          --------------  

                                                                                                                        
Alliance Conservative Investors                              17.33                 19.23                     20.21      
Alliance Growth Investors                                    26.23                 30.22                     33.00      
Alliance Growth & Income                                     14.67                 17.80                     19.84      
Alliance Common Stock                                       153.35                194.74                    220.37      
Alliance Global                                              24.87                 27.76                     31.72      
Alliance International                                       11.86                 11.46                     13.07      
Alliance Aggressive Stock                                    62.84                 72.00                     81.87      
Alliance Small Cap Growth                                    10.00                 12.55                     14.28      
Alliance Money Market                                        25.17                 25.85                     26.10      
Alliance Intermediate Government Securities                  13.88                 14.58                     14.76      
Alliance High Yield                                          26.91                 30.63                     32.18      
BT Equity 500 Index*                                            --                 10.00                     11.12      
BT Small Company Index*                                         --                 10.00                     10.90      
BT International Equity Index*                                  --                 10.00                     11.33      
MFS Emerging Growth Companies                                10.00                 12.15                     14.59      
MFS Research                                                 10.00                 11.52                     13.34      
Merrill Lynch Basic Value Equity                             10.00                 11.61                     13.38      
Merrill Lynch World Strategy                                 10.00                 10.39                     11.19      
Morgan Stanley Emerging Markets Equity**                        --                  7.95                      8.28      
EQ/Putnam Balanced                                           10.00                 11.36                     12.21      
EQ/Putnam Growth & Income Value                              10.00                 11.53                     12.75      

 -----------------------                                                                                                
 * The BT Equity 500 Index, BT Small Company Index, and BT International Equity Index Funds were first offered under the
   Certificates on December 31, 1997.                                                                                   
** The Morgan  Stanley  Emerging  Markets Equity Fund was first offered under the Certificates on August 20, 1997.      

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                                    MAY 1, 1997  DECEMBER 31, 1997  MARCH 31, 1998
                                    -----------  -----------------  --------------

                                                                                  
T. Rowe Price Equity Income             10.00          12.12             13.18    
T. Rowe Price International Stock       10.00           9.77             10.98    
Warburg Pincus Small Company Value      10.00          11.82             12.67    

UNDER APO PLUS                                                                    
Alliance Common Stock                  153.35         194.74            220.37    
Alliance Equity Index                   17.62          21.38             24.25    

ON PAGE 10 UNDER THE HEADING  "EQUITABLE  LIFE" REPLACE THE THIRD PARAGRAPH WITH
THE FOLLOWING PARAGRAPH:                                                        

   Equitable   Life,  the  Holding  Company  and  their   subsidiaries   managed
approximately $274.1 billion of assets as of December 31, 1997.           

ON PAGES 10 AND 11 REPLACE SECTIONS "HRT," "HRT'S MANAGER AND ADVISER,"  "EQAT,"
AND "EQAT'S MANAGER AND ADVISERS" WITH THE FOLLOWING SECTIONS:                  

THE TRUSTS                                                                

   The Trusts are open-end management  investment companies registered under the
   1940 Act,  more commonly  called  mutual funds.  As a "series" type of mutual
   fund,  each Trust issues  several  different  series of stock,  each of which
   relates to a different  Portfolio of that Trust. The Hudson River Trust (HRT)
   commenced  operations  in January,  1976 with a  predecessor  of its Alliance
   Common Stock Portfolio.  EQ Advisors Trust (EQAT) commenced operations on May
   1, 1997.  The Trusts do not impose  sales  charges or "loads"  for buying and
   selling their shares. All dividends and other  distributions on a Portfolio's
   shares are reinvested in full and fractional shares of the Portfolio to which
   they  relate.   Each  Investment  Fund  invests  in  Class  IB  shares  of  a
   corresponding Portfolio. All of the Portfolios, except for the Morgan Stanley
   Emerging Markets Equity Portfolio, are diversified for 1940 Act purposes. The
   Board of  Trustees of HRT and EQAT may  establish  additional  Portfolios  or
   eliminate  existing  Portfolios at any time. More detailed  information about
   the Trusts,  their  investment  objectives,  policies,  restrictions,  risks,
   expenses,  their  respective  Rule 12b-1 Plans  relating to their  respective
   Class IB shares,  and other aspects of their  operations,  appears in the HRT
   prospectus (beginning after this prospectus supplement),  the EQAT prospectus
   (beginning  after the HRT prospectus),  or in their respective  Statements of
Additional Information, which are available upon request.                 

HRT'S MANAGER AND ADVISER                                                 

   HRT is managed and its Portfolios are advised by Alliance Capital  Management
   L.P.  (ALLIANCE),  which is registered with the SEC as an investment  adviser
under the Investment Advisers Act of 1940, as amended (ADVISERS ACT).     

   In its role as manager of HRT,  Alliance has overall  responsibility  for the
   general  management  and  administration  of  HRT,  including  selecting  the
   portfolio managers for HRT's Portfolios, monitoring their investment programs
   and  results,  reviewing  brokerage  matters,   performing  fund  accounting,
   overseeing  compliance by HRT with various  Federal and state  statutes,  and
   carrying out the  directives  of its Board of Trustees.  With the approval of
   HRT's  Trustees,  Alliance may enter into  agreements with other companies to
assist with its administrative and management responsibilities to HRT.    

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   As adviser for all HRT Portfolios, Alliance is responsible for developing the
   Portfolios'   investment  programs,   making  investment  decisions  for  the
   Portfolios, placing all orders for the purchase and sale of those investments
and performing certain limited related administrative functions.          

ALLIANCE CAPITAL MANAGEMENT L.P.                                          

   Alliance,  a leading  international  investment adviser,  provides investment
   management  and  consulting  services  to  mutual  funds,   endowment  funds,
   insurance  companies,  foreign  entities,  qualified  and  non-tax  qualified
   corporate  funds,  public  and  private  pension  and  profit-sharing  plans,
foundations and tax-exempt organizations.                                 

   Alliance is a publicly traded limited  partnership  incorporated in Delaware.
   On December 31, 1997, Alliance was managing  approximately  $218.7 billion in
   assets. Alliance employs 223 investment professionals,  including 83 research
   analysts.  Portfolio managers have average investment experience of more than
14 years.                                                                 

   Alliance is an indirect, majority-owned subsidiary of Equitable Life, and its
   main office is located at 1345 Avenue of the  Americas,  New York,  NY 10105.
   Additional  information  regarding  Alliance is located in the HRT prospectus
which directly follows this prospectus supplement.                        

EQAT'S MANAGER                                                            

   EQ Financial Consultants, Inc. (EQ FINANCIAL), subject to the supervision and
   direction of the Board of Trustees of EQAT,  has overall  responsibility  for
   the  general  management  and  administration  of EQAT.  EQ  Financial  is an
   investment  adviser  registered  under the Advisers Act, and a  broker-dealer
   registered  under  the  Exchange  Act.  EQ  Financial   currently   furnishes
   specialized  investment  advice  to  other  clients,  including  individuals,
   pension  and  profit-sharing   plans,   trusts,   charitable   organizations,
   corporations,  and  other  business  entities.  EQ  Financial  is a  Delaware
corporation and an indirect, wholly owned subsidiary of Equitable Life.   

   EQ Financial is  responsible  for  providing  management  and  administrative
   services to EQAT and selects the investment  advisers for EQAT's  Portfolios,
   monitors  the  EQAT  advisers'  investment  programs  and  results,   reviews
   brokerage matters, oversees compliance by EQAT with various Federal and state
   statutes,  and  carries  out the  directives  of its  Board of  Trustees.  EQ
   Financial  Consultants,  Inc.'s  main office is located at 1290 Avenue of the
Americas, New York, NY 10104.                                             

   Pursuant to a service agreement,  Chase Global Funds Services Company assists
   EQ Financial in the  performance of its  administrative  responsibilities  to
   EQAT with other  necessary  administrative,  fund  accounting  and compliance
services.                                                                 

EQAT'S INVESTMENT ADVISERS                                                

   Bankers Trust Company,  Massachusetts  Financial  Services  Company,  Merrill
   Lynch Asset  Management,  L.P.,  Morgan Stanley Asset Management Inc., Putnam
   Investment  Management,  Inc.,  T.  Rowe  Price  Associates,  Inc.  and  Rowe
   Price-Fleming International,  Inc., and Warburg Pincus Asset Management, Inc.
serve as EQAT advisers only for their respective EQAT Portfolios.         

   Each EQAT adviser furnishes EQAT's manager, EQ Financial,  with an investment
   program (updated  periodically) for each of its Portfolios,  makes investment
   decisions  on  behalf  of its EQAT  Portfolios,  places  all  orders  for the
   purchase and sale of investments for the Portfolio's  account with brokers or
   dealers  selected by such  adviser and may perform  certain  limited  related
administrative functions.                                                 

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   The assets of each Portfolio are allocated currently among the EQAT advisers.
   If an EQAT Portfolio  shall at any time have more than one EQAT adviser,  the
   allocation of an EQAT  Portfolio's  assets among EQAT advisers may be changed
at any time by EQ Financial.                                              

BANKERS TRUST COMPANY                                                     

   Bankers Trust Company (BANKERS TRUST) is a wholly owned subsidiary of Bankers
   Trust New York Corporation which was founded in 1903.  Bankers Trust conducts
   a variety of general  banking and trust  activities and is a major  wholesale
   supplier  of   financial   services  to  the   international   and   domestic
   institutional markets.  Bankers Trust advises BT Equity 500 Index, a domestic
   equity portfolio, BT Small Company Index, an aggressive equity portfolio, and
   BT  International  Equity Index, an  international  equity  portfolio.  As of
   December 31, 1997,  Bankers Trust had approximately  $317.8 billion in assets
   under  management  worldwide.  The  executive  offices of  Bankers  Trust are
  located at 130 Liberty Street (One Bankers Trust Plaza), New York, NY 10006.

MASSACHUSETTS FINANCIAL SERVICES COMPANY                                  

   Massachusetts  Financial  Services  Company (MFS) is America's  oldest mutual
   fund organization, whose assets under management as of December 31, 1997 were
   approximately $70.2 billion on behalf of more than 2.7 million investors. MFS
   advises MFS Research,  a domestic equity  portfolio,  and MFS Emerging Growth
   Companies,  an aggressive equity portfolio.  MFS is an indirect subsidiary of
   Sun Life Assurance  Company of Canada and is located at 500 Boylston  Street,
Boston, MA 02116.                                                         

MERRILL LYNCH ASSET MANAGEMENT, L.P.                                      

   Founded in 1976,  Merrill Lynch Asset Management,  L.P. (MLAM) is a dedicated
   asset  management  affiliate  of  Merrill  Lynch  & Co.,  Inc.,  a  financial
   management and advisory company with more than a century of experience. As of
   December 31, 1997, MLAM along with its advisory affiliates held approximately
   $278  billion  in  investment   company  and  other  portfolio  assets  under
   management.  MLAM advises Merrill Lynch Basic Value Equity, a domestic equity
   portfolio  with a value  approach  to  investing,  and  Merrill  Lynch  World
   Strategy,  a global  flexible  asset  allocation  portfolio  that  invests in
   equities and fixed income securities worldwide. The company is located at 800
Scudders Mill Road, Plainsboro, NJ 08543-9011.                            

MORGAN STANLEY ASSET MANAGEMENT INC.                                      

   Morgan  Stanley  Asset  Management  Inc.  (MSAM)  provides  a broad  range of
   portfolio  management  services to customers in the United  States and abroad
   and serves as an  investment  adviser to  numerous  open-end  and  closed-end
   investment  companies.  MSAM,  together  with  its  affiliated  institutional
   investment  management  companies,  had approximately  $146 billion in assets
   under  management  and fiduciary  care as of December 31, 1997.  MSAM advises
   Morgan Stanley Emerging Markets Equity,  an international  equity  portfolio.
   MSAM is a subsidiary of Morgan  Stanley,  Dean Witter & Co. and is located at
1221 Avenue of the Americas, New York, NY 10020.                          

PUTNAM INVESTMENT MANAGEMENT, INC.                                        

   Putnam  Investment  Management,  Inc. (PUTNAM) has been managing mutual funds
   since 1937. As of December 31, 1997,  Putnam and its affiliates  managed more
   than $235 billion in assets.  Putnam advises EQ/Putnam  Balanced,  a balanced
   stock and bond  portfolio  and EQ/Putnam  Growth & Income  Value,  a domestic
   equity  portfolio.  Putnam  is an  indirect  subsidiary  of Marsh &  McLennan
 Companies, Inc. and is located at One Post Office Square, Boston, MA 02109.

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T. ROWE PRICE ASSOCIATES, INC. AND ROWE PRICE-FLEMING INTERNATIONAL, INC. 

   Founded in 1937,  T. Rowe Price  Associates,  Inc.  (T. ROWE PRICE)  provides
   investment  management  to  both  individuals  and  institutions.   With  its
   affiliates, assets under management were over $126 billion as of December 31,
   1997. T. Rowe Price advises T. Rowe Price Equity  Income,  a domestic  equity
   portfolio.  The company is located at 100 East Pratt  Street,  Baltimore,  MD
21202.                                                                    

   Rowe  Price-Fleming  International,  Inc.,  (PRICE-FLEMING)  was founded as a
   joint  venture  between T. Rowe Price and Robert  Fleming  Holdings,  Ltd., a
   diversified British investment  organization.  Price-Fleming's  predominately
   non-U.S.  assets under  management were the equivalent to  approximately  $30
   billion  as of  December  31,  1997.  Price-Fleming  advises  T.  Rowe  Price
   International  Stock, an international equity portfolio and is located at 100
East Pratt Street, Baltimore, MD 21202.                                   

WARBURG PINCUS ASSET MANAGEMENT INC.                                      

   Warburg Pincus Asset  Management,  Inc.  (WPAM) is a professional  investment
   advisory  firm which  provides  services to  investment  companies,  employee
   benefit plans,  endowment  funds,  foundations,  and other  institutions  and
   individuals.  Assets under management were approximately  $19.6 billion as of
   December 31, 1997. WPAM is indirectly controlled by Warburg,  Pincus & Co., a
   New York partnership, which serves as a holding company of WPAM. WPAM advises
   Warburg  Pincus Small Company  Value,  an aggressive  equity  portfolio.  The
company is located at 466 Lexington Avenue, New York, NY 10017.           

   Additional information regarding each of the companies which serve as an EQAT
adviser appears in the EQAT prospectus beginning after the HRT prospectus.

ON PAGE 25 AFTER THE LAST  BULLETED  PARAGRAPH  UNDER THE HEADING  "SERVICES  WE
PROVIDE" INSERT THE FOLLOWING SUB-SECTION:                                      

YEAR 2000 PROGRESS                                                        

   Equitable  Life relies upon various  computer  systems in order to administer
   your  Certificate and operate the Investment  Options.  Some of these systems
belong to service providers who are not affiliated with Equitable Life.   

   In 1995, Equitable Life began addressing the question of whether its computer
   systems would  recognize  the year 2000 before,  on or after January 1, 2000,
   and Equitable Life believes it has identified  those of its systems  critical
   to business  operations that are not Year 2000  compliant.  By year end 1998,
   Equitable Life expects that the work of modifying or replacing  non-compliant
   systems will  substantially be completed and expects a comprehensive  test of
   its  Year  2000  compliance  will be  performed  in the  first  half of 1999.
   Equitable  Life is in the  process of  seeking  assurances  from third  party
   service  providers  that they are acting to address  the Year 2000 issue with
   the goal of avoiding  any  material  adverse  effect on services  provided to
   Certificate  Owners  and  on  operations  of  the  Investment  Options.   Any
   significant  unresolved  difficulty  related  to  the  Year  2000  compliance
   initiatives could have a material adverse effect on the ability to administer
   your  Certificate  and operate the  Investment  Options.  Assuming the timely
   completion  of  computer  modifications  by  Equitable  Life and  third-party
   service providers,  there should be no material adverse effect on the ability
to perform these functions.                                               

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

                                                                            PAGE

Part 1:  Minimum Distribution Withdrawals -                                     
         Traditional IRA Certificates                                          2

Part 2:  Accumulation Unit Values                                              2

Part 3:  Annuity Unit Values                                                   2

Part 4:  Custodian and Independent Accountants                                 3

Part 5:  Alliance Money Market Fund, Alliance Intermediate                      
Government Securities Fund and Alliance High Yield            
         Fund Yield Information                                                3

Part 6:  Long-Term Market Trends                                               4

Part 7:  Financial Statements                                                  6

HOW TO OBTAIN AN INCOME MANAGER ROLLOVER IRA
 STATEMENT OF ADDITIONAL INFORMATION FOR SEPARATE ACCOUNT NO. 45

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

Please  send me an  Income  Manager  Rollover  IRA SAI dated May 1, 1998 for the
Rollover IRA Prospectus dated December 31, 1997:                                

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

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

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

7 
IM-98-RI1297                                                                    

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 SUPPLEMENT DATED MAY 1, 1998 TO
INCOME MANAGER(R) ACCUMULATOR(SM) PROSPECTUS
 DATED DECEMBER 31, 1997

This  supplement  dated  May  1,  1998,  updates  certain   information  in  the
Accumulator  prospectus dated December 31, 1997, of The Equitable Life Assurance
Society of the United States  (EQUITABLE  LIFE). You should read this supplement
in  conjunction  with the  prospectus.  You should keep the  supplement  and the
prospectus for future reference.  We have filed with the Securities and Exchange
Commission  (SEC) our  statement of  additional  information  (SAI) dated May 1,
1998. If you do not presently have a copy of the  prospectus,  you may obtain an
additional  copy, as well as a copy of the SAI, from us, free of charge,  if you
write to Equitable  Life,  P.O. Box 1547,  Secaucus,  NJ 07096-1547,  call (800)
789-7771 or if you only need a copy of the SAI,  you may mail in the SAI request
form located at the end of this  supplement.  The SAI has been  incorporated  by
reference into this supplement.                                                 

In this  supplement,  each section of the  prospectus in which a change has been
made is identified  and the number of each page on which a change occurs is also
noted.  Special  terms used in this  supplement  have the same meaning as in the
prospectus, unless otherwise noted.                                             

THROUGHOUT  THE  PROSPECTUS,  REPLACE  "HR TRUST" WITH "HRT" AND "EQ TRUST" WITH
"EQAT."                                                                         

ON PAGE 6 UNDER THE SUB-HEADING  "NOTES" REPLACE FOOTNOTE (6) WITH THE FOLLOWING
FOOTNOTE:                                                                       

   (6) All EQAT  Portfolios  commenced  operations  on May 1,  1997,  except the
       Morgan  Stanley  Emerging  Markets  Equity  Portfolio,   which  commenced
       operations on August 20, 1997,  and the following  Portfolios,  which had
       initial seed capital  invested on December 31, 1997: BT Equity 500 Index,
BT Small Company Index, and BT International Equity Index.        

       The  maximum  investment  management  and  advisory  fees for  each  EQAT
       Portfolio  cannot  be  increased  without  a  vote  of  that  Portfolio's
       shareholders.  The amounts shown as "Other  Expenses" will fluctuate from
       year  to  year  depending  on  actual  expenses,  however,  EQ  Financial
       Consultants,  Inc. ("EQ Financial"),  EQAT's manager, has entered into an
       expense  limitation  agreement with respect to each  Portfolio  ("Expense
       Limitation  Agreement"),  pursuant  to which EQ  Financial  has agreed to
       waive or limit its fees and  assume  other  expenses.  Under the  Expense
       Limitation  Agreement,  total annual operating expenses of each Portfolio
       (other  than  interest,   taxes,   brokerage   commissions,   capitalized
       expenditures, extraordinary expenses, and 12b-1 fees) are limited for the
       respective  average  daily net assets of each  Portfolio  as follows:  BT
       Equity  500  Index  -  0.30%;   BT  Small  Company  Index  -  0.35%;   BT
       International   Equity  -  0.55%;  MFS  Research,   MFS  Emerging  Growth
       Companies,  Merrill Lynch Basic Value Equity,  EQ/Putnam  Growth & Income
       Value, T. Rowe Price Equity Income - 0.60%;  Merrill Lynch World Strategy
       and T. Rowe Price  International - 0.95%; Morgan Stanley Emerging Markets
       Equity - 1.50%;  EQ/Putnam  Balanced - 0.65%;  and Warburg  Pincus  Small
Company - 0.75%.                                                  

       Absent  the  expense  limitation,  the  "Other  Expenses"  for 1997 on an
       annualized basis for each of the following  Portfolios would have been as
       follows:  MFS Emerging  Growth  Companies - 1.02%;  MFS Research - 0.98%;
       Merrill Lynch Basic Value Equity - 1.09%;  Merrill Lynch World Strategy -
       2.10%; Morgan Stanley Emerging Markets Equity - 1.21%; EQ/Putnam Balanced
       - 1.75%;  EQ/Putnam  Growth & Income Value - 0.95%;  T. Rowe Price Equity
       Income - 0.94%; T. Rowe Price  International  Stock - 1.56%;  and Warburg
       Pincus Small Company Value - 0.80%. For EQAT Portfolios which had initial
       seed capital invested on December 31, 1997, the "Other Expenses" for 1998
       are estimated to be as follows (absent the expense limitation): BT Equity
       500 Index - 0.29%; BT Small Company Index - 0.23%;  and BT  International
Equity Index - 0.47%. See "EQAT Charges to Portfolios" in Part 4. 

--------------------------------------------------------------------------------
Copyright 1998 The Equitable Life Assurance Society of
the United States, New York, New York 10104.
All rights reserved. Income Manager is a registered service mark
and Accumulator is a service mark 
 of The Equitable Life Assurance Society of the United States.

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       Each Portfolio may at a later date make a  reimbursement  to EQ Financial
       for any of the  management  fees  waived or  limited  and other  expenses
       assumed  and paid by EQ  Financial  pursuant  to the  Expense  Limitation
       Agreement  provided that, among other things,  such Portfolio has reached
       sufficient size to permit such reimbursement to be made and provided that
       the  Portfolio's  current  annual  operating  expenses  do not exceed the
       operating  expense  limit  determined  for such  Portfolio.  See the EQAT
prospectus for more information.                                  

ON PAGE 8 ADD THE FOLLOWING SECTION AFTER THE "GUARANTEED  MINIMUM DEATH BENEFIT
ONLY BENEFIT (PLAN B) ELECTION" TABLE.                                          

CONDENSED FINANCIAL INFORMATION                                           

ACCUMULATION UNIT VALUES                                                  

   Equitable  Life  commenced  offering  the  Certificates  on May 1, 1997.  The
   following  table shows the  Accumulation  Unit Values,  as of the  applicable
   dates each  Investment  Fund was first  available  under the  Certificates as
noted below and on the last business day of the periods shown.            

                                                        [Enlarge/Download Table]


                                             MAY 1, 1997  DECEMBER 31, 1997  MARCH 31, 1998
                                             -----------  -----------------  --------------
                                                                                           
Alliance Conservative Investors                  17.33          19.23             20.21    
Alliance Growth Investors                        26.23          30.22             33.00    
Alliance Growth & Income                         14.67          17.80             19.84    
Alliance Common Stock                           153.35         194.74            220.37    
Alliance Global                                  24.87          27.76             31.72    
Alliance International                           11.86          11.46             13.07    
Alliance Aggressive Stock                        62.84          72.00             81.87    
Alliance Small Cap Growth                        10.00          12.55             14.28    
Alliance Money Market                            25.17          25.85             26.10    
Alliance Intermediate Government Securities      13.88          14.58             14.76    
Alliance High Yield                              26.91          30.63             32.18    
BT Equity 500 Index*                               --           10.00             11.12    
BT Small Company Index*                            --           10.00             10.90    
BT International Equity Index*                     --           10.00             11.33    
MFS Emerging Growth Companies                    10.00          12.15             14.59    
MFS Research                                     10.00          11.52             13.34    
Merrill Lynch Basic Value Equity                 10.00          11.61             13.38    
Merrill Lynch World Strategy                     10.00          10.39             11.19    
Morgan Stanley Emerging Markets Equity**           --            7.95              8.28    
EQ/Putnam Balanced                               10.00          11.36             12.21    
EQ/Putnam Growth & Income Value                  10.00          11.53             12.75    

----------                                                                      
* The BT Equity 500 Index, BT Small Company Index, and BT International 
Equity Index Funds were first offered under the Certificates on     
December 31, 1997.                                                  
   ** The Morgan  Stanley  Emerging  Markets Equity Fund was first offered under
the Certificates on August 20, 1997.                                

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                                                                [Download Table]


                                    MAY 1, 1997  DECEMBER 31, 1997  MARCH 31, 1998
                                    -----------  -----------------  --------------

                                                                                  
T. Rowe Price Equity Income             10.00          12.12             13.18    
T. Rowe Price International Stock       10.00           9.77             10.98    
Warburg Pincus Small Company Value      10.00          11.82             12.67    

ON PAGE 9 UNDER THE HEADING  "EQUITABLE  LIFE" REPLACE THE THIRD  PARAGRAPH WITH
THE FOLLOWING PARAGRAPH:                                                        

   Equitable   Life,  the  Holding  Company  and  their   subsidiaries   managed
approximately $274.1 billion of assets as of December 31, 1997.           

ON PAGES 9 AND 10 REPLACE  SECTIONS "HRT," "HRT'S MANAGER AND ADVISER,"  "EQAT,"
AND "EQAT'S MANAGER AND ADVISERS" WITH THE FOLLOWING SECTIONS:                  

THE TRUSTS                                                                
   The Trusts are open-end management  investment companies registered under the
   1940 Act,  more commonly  called  mutual funds.  As a "series" type of mutual
   fund,  each Trust issues  several  different  series of stock,  each of which
   relates to a different  Portfolio of that Trust. The Hudson River Trust (HRT)
   commenced  operations  in January,  1976 with a  predecessor  of its Alliance
   Common Stock Portfolio.  EQ Advisors Trust (EQAT) commenced operations on May
   1, 1997.  The Trusts do not impose  sales  charges or "loads"  for buying and
   selling their shares. All dividends and other  distributions on a Portfolio's
   shares are reinvested in full and fractional shares of the Portfolio to which
   they  relate.   Each  Investment  Fund  invests  in  Class  IB  shares  of  a
   corresponding Portfolio. All of the Portfolios, except for the Morgan Stanley
   Emerging Markets Equity Portfolio, are diversified for 1940 Act purposes. The
   Board of  Trustees of HRT and EQAT may  establish  additional  Portfolios  or
   eliminate  existing  Portfolios at any time. More detailed  information about
   the Trusts,  their  investment  objectives,  policies,  restrictions,  risks,
   expenses,  their  respective  Rule 12b-1 Plans  relating to their  respective
   Class IB shares,  and other aspects of their  operations,  appears in the HRT
   prospectus (beginning after this prospectus supplement),  the EQAT prospectus
   (beginning  after the HRT prospectus),  or in their respective  Statements of
Additional Information, which are available upon request.                 

HRT'S MANAGER AND ADVISER                                                 

   HRT is managed and its Portfolios are advised by Alliance Capital  Management
   L.P.  (ALLIANCE),  which is registered with the SEC as an investment  adviser
under the Investment Advisers Act of 1940, as amended (ADVISERS ACT).     

   In its role as manager of HRT,  Alliance has overall  responsibility  for the
   general  management  and  administration  of  HRT,  including  selecting  the
   portfolio managers for HRT's Portfolios, monitoring their investment programs
   and  results,  reviewing  brokerage  matters,   performing  fund  accounting,
   overseeing  compliance by HRT with various  Federal and state  statutes,  and
   carrying out the  directives  of its Board of Trustees.  With the approval of
   HRT's  Trustees,  Alliance may enter into  agreements with other companies to
assist with its administrative and management responsibilities to HRT.    

   As adviser for all HRT Portfolios, Alliance is responsible for developing the
   Portfolios'   investment  programs,   making  investment  decisions  for  the
   Portfolios, placing all orders for the purchase and sale of those investments
and performing certain limited related administrative functions.          

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ALLIANCE CAPITAL MANAGEMENT L.P.                                          

   Alliance,  a leading  international  investment adviser,  provides investment
   management  and  consulting  services  to  mutual  funds,   endowment  funds,
   insurance  companies,  foreign  entities,  qualified  and  non-tax  qualified
   corporate  funds,  public  and  private  pension  and  profit-sharing  plans,
foundations and tax-exempt organizations.                                 

   Alliance is a publicly traded limited  partnership  incorporated in Delaware.
   On December 31, 1997, Alliance was managing  approximately  $218.7 billion in
   assets. Alliance employs 223 investment professionals,  including 83 research
   analysts.  Portfolio managers have average investment experience of more than
14 years.                                                                 

   Alliance is an indirect, majority-owned subsidiary of Equitable Life, and its
   main office is located at 1345 Avenue of the  Americas,  New York,  NY 10105.
   Additional  information  regarding  Alliance is located in the HRT prospectus
which directly follows this prospectus supplement.                        

EQAT'S MANAGER                                                            

   EQ Financial Consultants, Inc. (EQ FINANCIAL), subject to the supervision and
   direction of the Board of Trustees of EQAT,  has overall  responsibility  for
   the  general  management  and  administration  of EQAT.  EQ  Financial  is an
   investment  adviser  registered  under the Advisers Act, and a  broker-dealer
   registered  under  the  Exchange  Act.  EQ  Financial   currently   furnishes
   specialized  investment  advice  to  other  clients,  including  individuals,
   pension  and  profit-sharing   plans,   trusts,   charitable   organizations,
   corporations,  and  other  business  entities.  EQ  Financial  is a  Delaware
corporation and an indirect, wholly owned subsidiary of Equitable Life.   

   EQ Financial is  responsible  for  providing  management  and  administrative
   services to EQAT and selects the investment  advisers for EQAT's  Portfolios,
   monitors  the  EQAT  advisers'  investment  programs  and  results,   reviews
   brokerage matters, oversees compliance by EQAT with various Federal and state
   statutes,  and  carries  out the  directives  of its  Board of  Trustees.  EQ
   Financial  Consultants,  Inc.'s  main office is located at 1290 Avenue of the
Americas, New York, NY 10104.                                             

   Pursuant to a service agreement,  Chase Global Funds Services Company assists
   EQ Financial in the  performance of its  administrative  responsibilities  to
   EQAT with other  necessary  administrative,  fund  accounting  and compliance
services.                                                                 

EQAT'S INVESTMENT ADVISERS                                                

   Bankers Trust Company,  Massachusetts  Financial  Services  Company,  Merrill
   Lynch Asset  Management,  L.P.,  Morgan Stanley Asset Management Inc., Putnam
   Investment  Management,  Inc.,  T.  Rowe  Price  Associates,  Inc.  and  Rowe
   Price-Fleming International,  Inc., and Warburg Pincus Asset Management, Inc.
serve as EQAT advisers only for their respective EQAT Portfolios.         

   Each EQAT adviser furnishes EQAT's manager, EQ Financial,  with an investment
   program (updated  periodically) for each of its Portfolios,  makes investment
   decisions  on  behalf  of its EQAT  Portfolios,  places  all  orders  for the
   purchase and sale of investments for the Portfolio's  account with brokers or
   dealers  selected by such  adviser and may perform  certain  limited  related
administrative functions.                                                 

   The assets of each Portfolio are allocated currently among the EQAT advisers.
   If an EQAT Portfolio  shall at any time have more than one EQAT adviser,  the
   allocation of an EQAT  Portfolio's  assets among EQAT advisers may be changed
at any time by EQ Financial.                                              

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BANKERS TRUST COMPANY                                                     

   Bankers Trust Company (BANKERS TRUST) is a wholly owned subsidiary of Bankers
   Trust New York Corporation which was founded in 1903.  Bankers Trust conducts
   a variety of general  banking and trust  activities and is a major  wholesale
   supplier  of   financial   services  to  the   international   and   domestic
   institutional markets.  Bankers Trust advises BT Equity 500 Index, a domestic
   equity portfolio, BT Small Company Index, an aggressive equity portfolio, and
   BT  International  Equity Index, an  international  equity  portfolio.  As of
   December 31, 1997,  Bankers Trust had approximately  $317.8 billion in assets
   under  management  worldwide.  The  executive  offices of  Bankers  Trust are
  located at 130 Liberty Street (One Bankers Trust Plaza), New York, NY 10006.

MASSACHUSETTS FINANCIAL SERVICES COMPANY                                  

   Massachusetts  Financial  Services  Company (MFS) is America's  oldest mutual
   fund organization, whose assets under management as of December 31, 1997 were
   approximately $70.2 billion on behalf of more than 2.7 million investors. MFS
   advises MFS Research,  a domestic equity  portfolio,  and MFS Emerging Growth
   Companies,  an aggressive equity portfolio.  MFS is an indirect subsidiary of
   Sun Life Assurance  Company of Canada and is located at 500 Boylston  Street,
Boston, MA 02116.                                                         

MERRILL LYNCH ASSET MANAGEMENT, L.P.                                      

   Founded in 1976,  Merrill Lynch Asset Management,  L.P. (MLAM) is a dedicated
   asset  management  affiliate  of  Merrill  Lynch  & Co.,  Inc.,  a  financial
   management and advisory company with more than a century of experience. As of
   December 31, 1997, MLAM along with its advisory affiliates held approximately
   $278  billion  in  investment   company  and  other  portfolio  assets  under
   management.  MLAM advises Merrill Lynch Basic Value Equity, a domestic equity
   portfolio  with a value  approach  to  investing,  and  Merrill  Lynch  World
   Strategy,  a global  flexible  asset  allocation  portfolio  that  invests in
   equities and fixed income securities worldwide. The company is located at 800
Scudders Mill Road, Plainsboro, NJ 08543-9011.                            

MORGAN STANLEY ASSET MANAGEMENT INC.                                      

   Morgan  Stanley  Asset  Management  Inc.  (MSAM)  provides  a broad  range of
   portfolio  management  services to customers in the United  States and abroad
   and serves as an  investment  adviser to  numerous  open-end  and  closed-end
   investment  companies.  MSAM,  together  with  its  affiliated  institutional
   investment  management  companies,  had approximately  $146 billion in assets
   under  management  and fiduciary  care as of December 31, 1997.  MSAM advises
   Morgan Stanley Emerging Markets Equity,  an international  equity  portfolio.
   MSAM is a subsidiary of Morgan  Stanley,  Dean Witter & Co. and is located at
1221 Avenue of the Americas, New York, NY 10020.                          

PUTNAM INVESTMENT MANAGEMENT, INC.                                        

   Putnam  Investment  Management,  Inc. (PUTNAM) has been managing mutual funds
   since 1937. As of December 31, 1997,  Putnam and its affiliates  managed more
   than $235 billion in assets.  Putnam advises EQ/Putnam  Balanced,  a balanced
   stock and bond  portfolio  and EQ/Putnam  Growth & Income  Value,  a domestic
   equity  portfolio.  Putnam  is an  indirect  subsidiary  of Marsh &  McLennan
 Companies, Inc. and is located at One Post Office Square, Boston, MA 02109.

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T. ROWE PRICE ASSOCIATES, INC. AND ROWE PRICE-FLEMING INTERNATIONAL, INC. 

   Founded in 1937,  T. Rowe Price  Associates,  Inc.  (T. ROWE PRICE)  provides
   investment  management  to  both  individuals  and  institutions.   With  its
   affiliates, assets under management were over $126 billion as of December 31,
   1997. T. Rowe Price advises T. Rowe Price Equity  Income,  a domestic  equity
   portfolio.  The company is located at 100 East Pratt  Street,  Baltimore,  MD
21202.                                                                    

   Rowe  Price-Fleming  International,  Inc.,  (PRICE-FLEMING)  was founded as a
   joint  venture  between T. Rowe Price and Robert  Fleming  Holdings,  Ltd., a
   diversified British investment  organization.  Price-Fleming's  predominately
   non-U.S.  assets under  management were the equivalent to  approximately  $30
   billion  as of  December  31,  1997.  Price-Fleming  advises  T.  Rowe  Price
   International  Stock, an international equity portfolio and is located at 100
East Pratt Street, Baltimore, MD 21202.                                   

WARBURG PINCUS ASSET MANAGEMENT INC.                                      

   Warburg Pincus Asset  Management,  Inc.  (WPAM) is a professional  investment
   advisory  firm which  provides  services to  investment  companies,  employee
   benefit plans,  endowment  funds,  foundations,  and other  institutions  and
   individuals.  Assets under management were approximately  $19.6 billion as of
   December 31, 1997. WPAM is indirectly controlled by Warburg,  Pincus & Co., a
   New York partnership, which serves as a holding company of WPAM. WPAM advises
   Warburg  Pincus Small Company  Value,  an aggressive  equity  portfolio.  The
company is located at 466 Lexington Avenue, New York, NY 10017.           

   Additional information regarding each of the companies which serve as an EQAT
adviser appears in the EQAT prospectus beginning after the HRT prospectus.

ON PAGE 26 AFTER THE LAST  BULLETED  PARAGRAPH  UNDER THE HEADING  "SERVICES  WE
PROVIDE" INSERT THE FOLLOWING SUB-SECTION:                                      

YEAR 2000 PROGRESS                                                        

   Equitable  Life relies upon various  computer  systems in order to administer
   your  Certificate and operate the Investment  Options.  Some of these systems
belong to service providers who are not affiliated with Equitable Life.   

   In 1995, Equitable Life began addressing the question of whether its computer
   systems would  recognize  the year 2000 before,  on or after January 1, 2000,
   and Equitable Life believes it has identified  those of its systems  critical
   to business  operations that are not Year 2000  compliant.  By year end 1998,
   Equitable Life expects that the work of modifying or replacing  non-compliant
   systems will  substantially be completed and expects a comprehensive  test of
   its  Year  2000  compliance  will be  performed  in the  first  half of 1999.
   Equitable  Life is in the  process of  seeking  assurances  from third  party
   service  providers  that they are acting to address  the Year 2000 issue with
   the goal of avoiding  any  material  adverse  effect on services  provided to
   Certificate  Owners  and  on  operations  of  the  Investment  Options.   Any
   significant  unresolved  difficulty  related  to  the  Year  2000  compliance
   initiatives could have a material adverse effect on the ability to administer
   your  Certificate  and operate the  Investment  Options.  Assuming the timely
   completion  of  computer  modifications  by  Equitable  Life and  third-party
   service providers,  there should be no material adverse effect on the ability
to perform these functions.                                               

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

                                                                            PAGE
                                                                            ----
Part 1:      Accumulation Unit Values                                         2 

Part 2:      Annuity Unit Values                                              2 

Part 3:      Custodian and Independent Accountants                            3 

Part 4:      Alliance Money Market Fund, Alliance Intermediate                  
Government Securities Fund and Alliance High Yield    
            Fund Yield Information                                           3

Part 5:      Long-Term Market Trends                                          4 

Part 6:      Financial Statements                                             6 

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

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

Please  send me an  Accumulator  SAI  dated  May 1,  1998  for  the  Accumulator
Prospectus dated December 31, 1997:                                             

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

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

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

IM-98-ACC1297                          7                                        

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 SUPPLEMENT DATED MAY 1, 1998 TO
INCOME MANAGER(R) ROLLOVER IRA AND CHOICE INCOME PLAN PROSPECTUS
DATED OCTOBER 17, 1996, AS PREVIOUSLY SUPPLEMENTED
ON MAY 1 AND DECEMBER 31, 1997

This supplement dated May 1, 1998,  updates certain  information in the Rollover
IRA and Choice  Income Plan  prospectus  dated  October 17, 1996,  as previously
supplemented  on May 1 and December 31, 1997,  of The Equitable  Life  Assurance
Society of the United States  (EQUITABLE  LIFE). You should read this supplement
in conjunction with the prospectus and May 1 and December 31, 1997  supplements.
You should keep the supplements and the prospectus for future reference. We have
filed  with the  Securities  and  Exchange  Commission  (SEC) our  statement  of
additional  information  (SAI) dated May 1, 1998. If you do not presently have a
copy of the  prospectus  and May 1 and  December 31, 1997  supplements,  you may
obtain additional copies, as well as a copy of the SAI, from us, free of charge,
if you write to Equitable Life,  P.O. Box 1547,  Secaucus,  NJ 07096-1547,  call
(800)  789-7771  or if you only need a copy of the SAI,  you may mail in the SAI
request  form  located  at  the  end  of  this  supplement.  The  SAI  has  been
incorporated by reference into this supplement.                                 

In this supplement, each section of the prospectus and/or May 1 and December 31,
1997 supplements in which a change has been made is identified and the number of
each page on which a change  occurs is also  noted.  Special  terms used in this
supplement have the same meaning as in the prospectus and May 1 and December 31,
1997 supplements, unless otherwise noted.                                       

THROUGHOUT THE PROSPECTUS AND SUPPLEMENTS, REPLACE "HR TRUST" WITH "HRT" AND "EQ
TRUST" WITH "EQAT."                                                             

ON PAGE 4 OF THE  DECEMBER 31, 1997  SUPPLEMENT  UNDER THE  SUB-HEADING  "NOTES"
REPLACE FOOTNOTE (7) WITH THE FOLLOWING FOOTNOTE:                               

   (7) All EQAT  Portfolios  commenced  operations  on May 1,  1997,  except the
       Morgan  Stanley  Emerging  Markets  Equity  Portfolio,   which  commenced
       operations on August 20, 1997,  and the following  Portfolios,  which had
       initial seed capital  invested on December 31, 1997: BT Equity 500 Index,
BT Small Company Index, and BT International Equity Index.        

       The  maximum  investment  management  and  advisory  fees for  each  EQAT
       Portfolio  cannot  be  increased  without  a  vote  of  that  Portfolio's
       shareholders.  The amounts shown as "Other  Expenses" will fluctuate from
       year  to  year  depending  on  actual  expenses,  however,  EQ  Financial
       Consultants,  Inc. ("EQ Financial"),  EQAT's manager, has entered into an
       expense  limitation  agreement with respect to each  Portfolio  ("Expense
       Limitation  Agreement"),  pursuant  to which EQ  Financial  has agreed to
       waive or limit its fees and  assume  other  expenses.  Under the  Expense
       Limitation  Agreement,  total annual operating expenses of each Portfolio
       (other  than  interest,   taxes,   brokerage   commissions,   capitalized
       expenditures, extraordinary expenses, and 12b-1 fees) are limited for the
       respective  average  daily net assets of each  Portfolio  as follows:  BT
       Equity  500  Index  -  0.30%;   BT  Small  Company  Index  -  0.35%;   BT
       International   Equity  -  0.55%;  MFS  Research,   MFS  Emerging  Growth
       Companies,  Merrill Lynch Basic Value Equity,  EQ/Putnam  Growth & Income
       Value, T. Rowe Price Equity Income - 0.60%;  Merrill Lynch World Strategy
       and T. Rowe Price  International - 0.95%; Morgan Stanley Emerging Markets
       Equity - 1.50%;  EQ/Putnam  Balanced - 0.65%;  and Warburg  Pincus  Small
Company - 0.75%.                                                  

--------------------------------------------------------------------------------
 Copyright 1998 The Equitable Life Assurance Society of the United
 States, New York, New York 10104.
All rights reserved. Income Manager is a registered service mark
 of The Equitable Life Assurance Society of the United States.

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       Absent  the  expense  limitation,  the  "Other  Expenses"  for 1997 on an
       annualized basis for each of the following  Portfolios would have been as
       follows:  MFS Emerging  Growth  Companies - 1.02%;  MFS Research - 0.98%;
       Merrill Lynch Basic Value Equity - 1.09%;  Merrill Lynch World Strategy -
       2.10%; Morgan Stanley Emerging Markets Equity - 1.21%; EQ/Putnam Balanced
       - 1.75%;  EQ/Putnam  Growth & Income Value - 0.95%;  T. Rowe Price Equity
       Income - 0.94%; T. Rowe Price  International  Stock - 1.56%;  and Warburg
       Pincus Small Company Value - 0.80%. For EQAT Portfolios which had initial
       seed capital invested on December 31, 1997, the "Other Expenses" for 1998
       are estimated to be as follows (absent the expense limitation): BT Equity
       500 Index - 0.29%; BT Small Company Index - 0.23%;  and BT  International
Equity Index - 0.47%. See "EQAT Charges to Portfolios" in Part 7. 

       Each Portfolio may at a later date make a  reimbursement  to EQ Financial
       for any of the  management  fees  waived or  limited  and other  expenses
       assumed  and paid by EQ  Financial  pursuant  to the  Expense  Limitation
       Agreement  provided that, among other things,  such Portfolio has reached
       sufficient size to permit such reimbursement to be made and provided that
       the  Portfolio's  current  annual  operating  expenses  do not exceed the
       operating  expense  limit  determined  for such  Portfolio.  See the EQAT
prospectus for more information.                                  

ON PAGE 5 OF THE DECEMBER 31, 1997  SUPPLEMENT  UNDER THE HEADING  "ACCUMULATION
UNIT VALUES"                                                                    

REPLACE THE LAST SENTENCE OF THE PARAGRAPH WITH THE FOLLOWING SENTENCE:   

   The following table shows the Accumulation  Unit Values, as of the applicable
   dates each  Investment  Fund was first  available  under the  Certificates as
noted below and on the last business day of the periods shown.            

ADD THE FOLLOWING INFORMATION TO THE TABLE:                               

                                               DECEMBER 31, 1997  MARCH 31, 1998
                                               -----------------  --------------

Alliance Conservative Investors                    19.26           20.25  
Alliance Growth Investors                          30.31           33.12  
Alliance Growth & Income                           17.83           19.89  
Alliance Common Stock                             195.37          221.24  
Alliance Global                                    27.85           31.84  
Alliance International                             11.48           13.10  
Alliance Aggressive Stock                          72.23           82.18  
Alliance Small Cap Growth                          12.57           14.31  
Alliance Money Market                              25.85           26.12  
Alliance Intermediate Government Securities        14.60           14.79  
Alliance High Yield                                30.73           32.30  
BT Equity 500 Index*                               10.00           11.12  
BT Small Company Index*                            10.00           10.90  
BT International Equity Index*                     10.00           11.33  
MFS Emerging Growth Companies                      12.15           14.59  
MFS Research                                       11.52           13.34  

----------                                                                      
   * The BT Equity 500 Index, BT Small Company Index and BT International Equity
     Index Funds were first offered under the Certificates on December 31, 1997.

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                                            DECEMBER 31, 1997   MARCH 31, 1998
                                            -----------------   --------------

Merrill Lynch Basic Value Equity                 11.61            13.38   
Merrill Lynch World Strategy                     10.39            11.19   
Morgan Stanley Emerging Markets Equity            7.95             8.28   
EQ/Putnam Balanced                               11.36            12.21   
EQ/Putnam Growth & Income Value                  11.53            12.75   
T. Rowe Price Equity Income                      12.12            13.18   
T. Rowe Price International Stock                 9.77            10.98   
Warburg Pincus Small Company Value               11.82            12.67   

ON PAGE 10 OF THE PROSPECTUS AFTER THE LAST BULLETED PARAGRAPH UNDER THE HEADING
"SERVICES WE PROVIDE" INSERT THE FOLLOWING SUB-SECTION:                         

YEAR 2000 PROGRESS                                                        

   Equitable  Life relies upon various  computer  systems in order to administer
   your  Certificate and operate the Investment  Options.  Some of these systems
belong to service providers who are not affiliated with Equitable Life.   

   In 1995, Equitable Life began addressing the question of whether its computer
   systems would  recognize  the year 2000 before,  on or after January 1, 2000,
   and Equitable Life believes it has identified  those of its systems  critical
   to business  operations that are not Year 2000  compliant.  By year end 1998,
   Equitable Life expects that the work of modifying or replacing  non-compliant
   systems will  substantially be completed and expects a comprehensive  test of
   its  Year  2000  compliance  will be  performed  in the  first  half of 1999.
   Equitable  Life is in the  process of  seeking  assurances  from third  party
   service  providers  that they are acting to address  the Year 2000 issue with
   the goal of avoiding  any  material  adverse  effect on services  provided to
   Certificate  Owners  and  on  operations  of  the  Investment  Options.   Any
   significant  unresolved  difficulty  related  to  the  Year  2000  compliance
   initiatives could have a material adverse effect on the ability to administer
   your  Certificate  and operate the  Investment  Options.  Assuming the timely
   completion  of  computer  modifications  by  Equitable  Life and  third-party
   service providers,  there should be no material adverse effect on the ability
to perform these functions.                                               

ON PAGE 5 OF THE DECEMBER 31, 1997  SUPPLEMENT  UNDER  REVISIONS FOR  "EQUITABLE
LIFE" REPLACE THE SECOND PARAGRAPH WITH THE FOLLOWING PARAGRAPH:                

   Equitable   Life,  the  Holding  Company  and  their   subsidiaries   managed
approximately $274.1 billion of assets as of December 31, 1997.           

ON PAGE 6 OF THE  DECEMBER 31, 1997  SUPPLEMENT  AND PAGES 7 AND 8 OF THE MAY 1,
1997 SUPPLEMENT REPLACE THE REVISED SECTIONS "HRT," "HRT'S INVESTMENT  ADVISER,"
"EQAT," AND "EQAT'S MANAGER & ADVISERS" WITH THE FOLLOWING SECTIONS:            

THE TRUSTS                                                                

   The Trusts are open-end management  investment companies registered under the
   1940 Act,  more commonly  called  mutual funds.  As a "series" type of mutual
   fund,  each Trust issues  several  different  series of stock,  each of which
relates to a different  Portfolio of that Trust. The Hudson River Trust   

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   (HRT)  commenced  operations  in  January,  1976  with a  predecessor  of its
   Alliance  Common  Stock  Portfolio.  Investment  Funds  that  invest  in  HRT
   Portfolios  purchase Class IA shares of a  corresponding  HRT  Portfolio.  EQ
   Advisors Trust (EQAT) commenced  operations on May 1, 1997.  Investment Funds
   that invest in EQAT  Portfolios  purchase Class IB shares of a  corresponding
   EQAT Portfolio.  The Trusts do not impose sales charges or "loads" for buying
   and  selling  their  shares.  All  dividends  and  other  distributions  on a
   Portfolio's  shares  are  reinvested  in full and  fractional  shares  of the
   Portfolio to which they relate. All of the Portfolios,  except for the Morgan
   Stanley  Emerging  Markets Equity  Portfolio,  are  diversified  for 1940 Act
   purposes.  The Board of  Trustees  of HRT and EQAT may  establish  additional
   Portfolios  or  eliminate  existing  Portfolios  at any time.  More  detailed
   information  about  the  Trusts,  their  investment   objectives,   policies,
   restrictions,  risks, expenses, their respective Rule 12b-1 Plans relating to
   their  respective  Class IB shares,  and other  aspects of their  operations,
   appears in the HRT prospectus  (beginning after this prospectus  supplement),
   the  EQAT  prospectus  (beginning  after  the HRT  prospectus),  or in  their
   respective  Statements of Additional  Information,  which are available  upon
request.                                                                  

HRT'S MANAGER AND ADVISER                                                 

   HRT is managed and its Portfolios are advised by Alliance Capital  Management
   L.P.  (ALLIANCE),  which is registered with the SEC as an investment  adviser
under the Investment Advisers Act of 1940, as amended (ADVISERS ACT).     

   In its role as manager of HRT,  Alliance has overall  responsibility  for the
   general  management  and  administration  of  HRT,  including  selecting  the
   portfolio managers for HRT's Portfolios, monitoring their investment programs
   and  results,  reviewing  brokerage  matters,   performing  fund  accounting,
   overseeing  compliance by HRT with various  Federal and state  statutes,  and
   carrying out the  directives  of its Board of Trustees.  With the approval of
   HRT's  Trustees,  Alliance may enter into  agreements with other companies to
assist with its administrative and management responsibilities to HRT.    

   As adviser for all HRT Portfolios, Alliance is responsible for developing the
   Portfolios'   investment  programs,   making  investment  decisions  for  the
   Portfolios, placing all orders for the purchase and sale of those investments
and performing certain limited related administrative functions.          

ALLIANCE CAPITAL MANAGEMENT L.P.                                          

   Alliance,  a leading  international  investment adviser,  provides investment
   management  and  consulting  services  to  mutual  funds,   endowment  funds,
   insurance  companies,  foreign  entities,  qualified  and  non-tax  qualified
   corporate  funds,  public  and  private  pension  and  profit-sharing  plans,
foundations and tax-exempt organizations.                                 

   Alliance is a publicly traded limited  partnership  incorporated in Delaware.
   On December 31, 1997, Alliance was managing  approximately  $218.7 billion in
   assets. Alliance employs 223 investment professionals,  including 83 research
   analysts.  Portfolio managers have average investment experience of more than
14 years.                                                                 

   Alliance is an indirect, majority-owned subsidiary of Equitable Life, and its
   main office is located at 1345 Avenue of the  Americas,  New York,  NY 10105.
   Additional  information  regarding  Alliance is located in the HRT prospectus
which directly follows this prospectus supplement.                        

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EQAT'S MANAGER                                                            

   EQ Financial Consultants, Inc. (EQ FINANCIAL), subject to the supervision and
   direction of the Board of Trustees of EQAT,  has overall  responsibility  for
   the  general  management  and  administration  of EQAT.  EQ  Financial  is an
   investment  adviser  registered  under the Advisers Act, and a  broker-dealer
   registered  under  the  Exchange  Act.  EQ  Financial   currently   furnishes
   specialized  investment  advice  to  other  clients,  including  individuals,
   pension  and  profit-sharing   plans,   trusts,   charitable   organizations,
   corporations,  and  other  business  entities.  EQ  Financial  is a  Delaware
corporation and an indirect, wholly owned subsidiary of Equitable Life.   

   EQ Financial is  responsible  for  providing  management  and  administrative
   services to EQAT and selects the investment  advisers for EQAT's  Portfolios,
   monitors  the  EQAT  advisers'  investment  programs  and  results,   reviews
   brokerage matters, oversees compliance by EQAT with various Federal and state
   statutes,  and  carries  out the  directives  of its  Board of  Trustees.  EQ
   Financial  Consultants,  Inc.'s  main office is located at 1290 Avenue of the
Americas, New York, NY 10104.                                             

   Pursuant to a service agreement,  Chase Global Funds Services Company assists
   EQ Financial in the  performance of its  administrative  responsibilities  to
   EQAT with other  necessary  administrative,  fund  accounting  and compliance
services.                                                                 

EQAT'S INVESTMENT ADVISERS                                                

   Bankers Trust Company,  Massachusetts  Financial  Services  Company,  Merrill
   Lynch Asset  Management,  L.P.,  Morgan Stanley Asset Management Inc., Putnam
   Investment  Management,  Inc.,  T.  Rowe  Price  Associates,  Inc.  and  Rowe
   Price-Fleming International,  Inc., and Warburg Pincus Asset Management, Inc.
serve as EQAT advisers only for their respective EQAT Portfolios.         

   Each EQAT adviser furnishes EQAT's manager, EQ Financial,  with an investment
   program (updated  periodically) for each of its Portfolios,  makes investment
   decisions  on  behalf  of its EQAT  Portfolios,  places  all  orders  for the
   purchase and sale of investments for the Portfolio's  account with brokers or
   dealers  selected by such  adviser and may perform  certain  limited  related
administrative functions.                                                 

   The assets of each Portfolio are allocated currently among the EQAT advisers.
   If an EQAT Portfolio  shall at any time have more than one EQAT adviser,  the
   allocation of an EQAT  Portfolio's  assets among EQAT advisers may be changed
at any time by EQ Financial.                                              

BANKERS TRUST COMPANY                                                     

   Bankers Trust Company (BANKERS TRUST) is a wholly owned subsidiary of Bankers
   Trust New York Corporation which was founded in 1903.  Bankers Trust conducts
   a variety of general  banking and trust  activities and is a major  wholesale
   supplier  of   financial   services  to  the   international   and   domestic
   institutional markets.  Bankers Trust advises BT Equity 500 Index, a domestic
   equity portfolio, BT Small Company Index, an aggressive equity portfolio, and
   BT  International  Equity Index, an  international  equity  portfolio.  As of
   December 31, 1997,  Bankers Trust had approximately  $317.8 billion in assets
   under  management  worldwide.  The  executive  offices of  Bankers  Trust are
  located at 130 Liberty Street (One Bankers Trust Plaza), New York, NY 10006.

MASSACHUSETTS FINANCIAL SERVICES COMPANY                                  

   Massachusetts  Financial  Services  Company (MFS) is America's  oldest mutual
   fund organization, whose assets under management as of December 31, 1997 were
   approximately $70.2 billion on behalf of more than 2.7 million investors. MFS
advises MFS Research,  a domestic equity  portfolio,  and MFS             

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   Emerging Growth Companies, an aggressive equity portfolio. MFS is an indirect
   subsidiary  of Sun Life  Assurance  Company  of Canada  and is located at 500
Boylston Street, Boston, MA 02116.                                        

MERRILL LYNCH ASSET MANAGEMENT, L.P.                                      

   Founded in 1976,  Merrill Lynch Asset Management,  L.P. (MLAM) is a dedicated
   asset  management  affiliate  of  Merrill  Lynch  & Co.,  Inc.,  a  financial
   management and advisory company with more than a century of experience. As of
   December 31, 1997, MLAM along with its advisory affiliates held approximately
   $278  billion  in  investment   company  and  other  portfolio  assets  under
   management.  MLAM advises Merrill Lynch Basic Value Equity, a domestic equity
   portfolio  with a value  approach  to  investing,  and  Merrill  Lynch  World
   Strategy,  a global  flexible  asset  allocation  portfolio  that  invests in
   equities and fixed income securities worldwide. The company is located at 800
Scudders Mill Road, Plainsboro, NJ 08543-9011.                            

MORGAN STANLEY ASSET MANAGEMENT INC.                                      

   Morgan  Stanley  Asset  Management  Inc.  (MSAM)  provides  a broad  range of
   portfolio  management  services to customers in the United  States and abroad
   and serves as an  investment  adviser to  numerous  open-end  and  closed-end
   investment  companies.  MSAM,  together  with  its  affiliated  institutional
   investment  management  companies,  had approximately  $146 billion in assets
   under  management  and fiduciary  care as of December 31, 1997.  MSAM advises
   Morgan Stanley Emerging Markets Equity,  an international  equity  portfolio.
   MSAM is a subsidiary of Morgan  Stanley,  Dean Witter & Co. and is located at
1221 Avenue of the Americas, New York, NY 10020.                          

PUTNAM INVESTMENT MANAGEMENT, INC.                                        

   Putnam  Investment  Management,  Inc. (PUTNAM) has been managing mutual funds
   since 1937. As of December 31, 1997,  Putnam and its affiliates  managed more
   than $235 billion in assets.  Putnam advises EQ/Putnam  Balanced,  a balanced
   stock and bond  portfolio  and EQ/Putnam  Growth & Income  Value,  a domestic
   equity  portfolio.  Putnam  is an  indirect  subsidiary  of Marsh &  McLennan
 Companies, Inc. and is located at One Post Office Square, Boston, MA 02109.

T. ROWE PRICE ASSOCIATES, INC. AND ROWE PRICE-FLEMING INTERNATIONAL, INC. 

   Founded in 1937,  T. Rowe Price  Associates,  Inc.  (T. ROWE PRICE)  provides
   investment  management  to  both  individuals  and  institutions.   With  its
   affiliates, assets under management were over $126 billion as of December 31,
   1997. T. Rowe Price advises T. Rowe Price Equity  Income,  a domestic  equity
   portfolio.  The company is located at 100 East Pratt  Street,  Baltimore,  MD
21202.                                                                    

   Rowe  Price-Fleming  International,  Inc.,  (PRICE-FLEMING)  was founded as a
   joint  venture  between T. Rowe Price and Robert  Fleming  Holdings,  Ltd., a
   diversified British investment  organization.  Price-Fleming's  predominately
   non-U.S.  assets under  management were the equivalent to  approximately  $30
   billion  as of  December  31,  1997.  Price-Fleming  advises  T.  Rowe  Price
   International  Stock, an international equity portfolio and is located at 100
East Pratt Street, Baltimore, MD 21202.                                   

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WARBURG PINCUS ASSET MANAGEMENT INC.                                      

   Warburg Pincus Asset  Management,  Inc.  (WPAM) is a professional  investment
   advisory  firm which  provides  services to  investment  companies,  employee
   benefit plans,  endowment  funds,  foundations,  and other  institutions  and
   individuals.  Assets under management were approximately  $19.6 billion as of
   December 31, 1997. WPAM is indirectly controlled by Warburg,  Pincus & Co., a
   New York partnership, which serves as a holding company of WPAM. WPAM advises
   Warburg  Pincus Small Company  Value,  an aggressive  equity  portfolio.  The
company is located at 466 Lexington Avenue, New York, NY 10017.           

   Additional information regarding each of the companies which serve as an EQAT
adviser appears in the EQAT prospectus beginning after the HRT prospectus.

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

                                                                          PAGE
                                                                          ----
Part 1:   Minimum Distribution Withdrawals --                                   
        Traditional IRA Certificates                                       2

Part 2:   Accumulation Unit Values                                           2  

Part 3:   Annuity Unit Values                                                2  

Part 4:   Custodian and Independent Accountants                              3  

Part 5:   Alliance Money Market Fund, Alliance Intermediate                     
Government Securities Fund and Alliance High Yield          
        Fund Yield Information                                             3

Part 6:   Long-Term Market Trends                                            5  

Part 7:   Financial Statements                                               6  

   HOW TO OBTAIN A ROLLOVER IRA STATEMENT OF ADDITIONAL INFORMATION FOR SEPARATE
ACCOUNT NO. 45                                                            

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

Please  send me a Rollover  IRA SAI dated May 1, 1998 for the  Rollover  IRA and
Choice Income Plan  Prospectus  dated October 17, 1996 as  supplemented on May 1
and December 31, 1997:                                                          

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

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

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

IM-98-IRA1096                           8                                       

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 SUPPLEMENT DATED MAY 1, 1998 TO
INCOME MANAGER(R) ACCUMULATOR(SM) PROSPECTUS
DATED OCTOBER 17, 1996, AS PREVIOUSLY SUPPLEMENTED
ON MAY 1 AND DECEMBER 31, 1997

This  supplement  dated  May  1,  1998,  updates  certain   information  in  the
Accumulator prospectus dated October 17, 1996, as previously supplemented on May
1 and December 31, 1997, of The Equitable Life  Assurance  Society of the United
States (EQUITABLE LIFE). You should read this supplement in conjunction with the
prospectus  and May 1 and  December  31, 1997  supplements.  You should keep the
supplements  and the  prospectus  for future  reference.  We have filed with the
Securities and Exchange Commission (SEC) our statement of additional information
(SAI) dated May 1, 1998. If you do not presently  have a copy of the  prospectus
and May 1 and December 31, 1997 supplements,  you may obtain additional  copies,
as well as a copy of the SAI, from us, free of charge, if you write to Equitable
Life, P.O. Box 1547, Secaucus, NJ 07096-1547, call (800) 789-7771 or if you only
need a copy of the SAI,  you may mail in the SAI request form located at the end
of this  supplement.  The SAI has  been  incorporated  by  reference  into  this
supplement.                                                                     

In this supplement, each section of the prospectus and/or May 1 and December 31,
1997 supplements in which a change has been made is identified and the number of
each page on which a change  occurs is also  noted.  Special  terms used in this
supplement have the same meaning as in the prospectus and May 1 and December 31,
1997 supplements, unless otherwise noted.                                       

THROUGHOUT THE PROSPECTUS AND SUPPLEMENTS, REPLACE "HR TRUST" WITH "HRT" AND "EQ
TRUST" WITH "EQAT."                                                             

ON PAGE 3 OF THE  DECEMBER 31, 1997  SUPPLEMENT  UNDER THE  SUB-HEADING  "NOTES"
REPLACE FOOTNOTE (7) WITH THE FOLLOWING FOOTNOTE:                               

   (7) All EQAT  Portfolios  commenced  operations  on May 1,  1997,  except the
       Morgan  Stanley  Emerging  Markets  Equity  Portfolio,   which  commenced
       operations on August 20, 1997,  and the following  Portfolios,  which had
       initial seed capital  invested on December 31, 1997: BT Equity 500 Index,
BT Small Company Index, and BT International Equity Index.        

       The  maximum  investment  management  and  advisory  fees for  each  EQAT
       Portfolio  cannot  be  increased  without  a  vote  of  that  Portfolio's
       shareholders.  The amounts shown as "Other  Expenses" will fluctuate from
       year  to  year  depending  on  actual  expenses,  however,  EQ  Financial
       Consultants,  Inc. ("EQ Financial"),  EQAT's manager, has entered into an
       expense  limitation  agreement with respect to each  Portfolio  ("Expense
       Limitation  Agreement"),  pursuant  to which EQ  Financial  has agreed to
       waive or limit its fees and  assume  other  expenses.  Under the  Expense
       Limitation  Agreement,  total annual operating expenses of each Portfolio
       (other  than  interest,   taxes,   brokerage   commissions,   capitalized
       expenditures, extraordinary expenses, and 12b-1 fees) are limited for the
       respective  average  daily net assets of each  Portfolio  as follows:  BT
       Equity  500  Index  -  0.30%;   BT  Small  Company  Index  -  0.35%;   BT
       International   Equity  -  0.55%;  MFS  Research,   MFS  Emerging  Growth
       Companies,  Merrill Lynch Basic Value Equity,  EQ/Putnam  Growth & Income
       Value, T. Rowe Price Equity Income - 0.60%;  Merrill Lynch World Strategy
       and T. Rowe Price  International - 0.95%; Morgan Stanley Emerging Markets
       Equity - 1.50%;  EQ/Putnam  Balanced - 0.65%;  and Warburg  Pincus  Small
Company - 0.75%.                                                  

--------------------------------------------------------------------------------
Copyright 1998 The Equitable Life Assurance Society of
the United States, New York, New York 10104.
All rights reserved. Income Manager is a registered service mark and
Accumulator is a service mark of
The Equitable Life Assurance Society of the United States.

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       Absent  the  expense  limitation,  the  "Other  Expenses"  for 1997 on an
       annualized basis for each of the following  Portfolios would have been as
       follows:  MFS Emerging  Growth  Companies - 1.02%;  MFS Research - 0.98%;
       Merrill Lynch Basic Value Equity - 1.09%;  Merrill Lynch World Strategy -
       2.10%; Morgan Stanley Emerging Markets Equity - 1.21%; EQ/Putnam Balanced
       - 1.75%;  EQ/Putnam  Growth & Income Value - 0.95%;  T. Rowe Price Equity
       Income - 0.94%; T. Rowe Price  International  Stock - 1.56%;  and Warburg
       Pincus Small Company Value - 0.80%. For EQAT Portfolios which had initial
       seed capital invested on December 31, 1997, the "Other Expenses" for 1998
       are estimated to be as follows (absent the expense limitation): BT Equity
       500 Index - 0.29%; BT Small Company Index - 0.23%;  and BT  International
Equity Index - 0.47%. See "EQAT Charges to Portfolios" in Part 6. 

       Each Portfolio may at a later date make a  reimbursement  to EQ Financial
       for any of the  management  fees  waived or  limited  and other  expenses
       assumed  and paid by EQ  Financial  pursuant  to the  Expense  Limitation
       Agreement  provided that, among other things,  such Portfolio has reached
       sufficient size to permit such reimbursement to be made and provided that
       the  Portfolio's  current  annual  operating  expenses  do not exceed the
       operating  expense  limit  determined  for such  Portfolio.  See the EQAT
prospectus for more information.                                  

ON PAGE 4 OF THE DECEMBER 31, 1997  SUPPLEMENT  UNDER THE HEADING  "ACCUMULATION
UNIT VALUES"                                                                    

REPLACE THE LAST SENTENCE OF THE PARAGRAPH WITH THE FOLLOWING SENTENCE:   

   The following table shows the Accumulation  Unit Values, as of the applicable
   dates each  Investment  Fund was first  available  under the  Certificates as
noted below and on the last business day of the periods shown.            

ADD THE FOLLOWING INFORMATION TO THE TABLE:                               

                                               DECEMBER 31, 1997  MARCH 31, 1998
                                               -----------------  --------------

Alliance Conservative Investors                    19.26           20.25  
Alliance Growth Investors                          30.31           33.12  
Alliance Growth & Income                           17.83           19.89  
Alliance Common Stock                             195.37          221.24  
Alliance Global                                    27.85           31.84  
Alliance International                             11.48           13.10  
Alliance Aggressive Stock                          72.23           82.18  
Alliance Small Cap Growth                          12.57           14.31  
Alliance Money Market                              25.85           26.12  
Alliance Intermediate Government Securities        14.60           14.79  
Alliance High Yield                                30.73           32.30  
BT Equity 500 Index*                               10.00           11.12  
BT Small Company Index*                            10.00           10.90  
BT International Equity Index*                     10.00           11.33  
MFS Emerging Growth Companies                      12.15           14.59  
MFS Research                                       11.52           13.34  

----------                                                                      
   * The BT Equity 500 Index, BT Small Company Index and BT International Equity
     Index Funds were first offered under the Certificates on December 31, 1997.

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                                           DECEMBER 31, 1997    MARCH 31, 1998
                                           -----------------    --------------

Merrill Lynch Basic Value Equity                11.61             13.38   
Merrill Lynch World Strategy                    10.39             11.19   
Morgan Stanley Emerging Markets Equity           7.95              8.28   
EQ/Putnam Balanced                              11.36             12.21   
EQ/Putnam Growth & Income Value                 11.53             12.75   
T. Rowe Price Equity Income                     12.12             13.18   
T. Rowe Price International Stock                9.77             10.98   
Warburg Pincus Small Company Value              11.82             12.67   

ON PAGE 9 OF THE PROSPECTUS AFTER THE LAST BULLETED  PARAGRAPH UNDER THE HEADING
"SERVICES WE PROVIDE" INSERT THE FOLLOWING SUB-SECTION:                         

YEAR 2000 PROGRESS                                                        

   Equitable  Life relies upon various  computer  systems in order to administer
   your  Certificate and operate the Investment  Options.  Some of these systems
belong to service providers who are not affiliated with Equitable Life.   

   In 1995, Equitable Life began addressing the question of whether its computer
   systems would  recognize  the year 2000 before,  on or after January 1, 2000,
   and Equitable Life believes it has identified  those of its systems  critical
   to business  operations that are not Year 2000  compliant.  By year end 1998,
   Equitable Life expects that the work of modifying or replacing  non-compliant
   systems will  substantially be completed and expects a comprehensive  test of
   its  Year  2000  compliance  will be  performed  in the  first  half of 1999.
   Equitable  Life is in the  process of  seeking  assurances  from third  party
   service  providers  that they are acting to address  the Year 2000 issue with
   the goal of avoiding  any  material  adverse  effect on services  provided to
   Certificate  Owners  and  on  operations  of  the  Investment  Options.   Any
   significant  unresolved  difficulty  related  to  the  Year  2000  compliance
   initiatives could have a material adverse effect on the ability to administer
   your  Certificate  and operate the  Investment  Options.  Assuming the timely
   completion  of  computer  modifications  by  Equitable  Life and  third party
   service providers,  there should be no material adverse effect on the ability
to perform these functions.                                               

ON PAGE 4 OF THE DECEMBER 31, 1997  SUPPLEMENT  UNDER  REVISIONS FOR  "EQUITABLE
LIFE" REPLACE THE SECOND PARAGRAPH WITH THE FOLLOWING PARAGRAPH:                

   Equitable   Life,  the  Holding  Company  and  their   subsidiaries   managed
approximately $274.1 billion of assets as of December 31, 1997.           

ON PAGE 5 OF THE  DECEMBER 31, 1997  SUPPLEMENT  AND PAGES 7 AND 8 OF THE MAY 1,
1997 SUPPLEMENT REPLACE THE REVISED SECTIONS "HRT," "HRT'S INVESTMENT  ADVISER,"
"EQAT," AND "EQAT'S MANAGER & ADVISERS" WITH THE FOLLOWING SECTIONS:            

THE TRUSTS                                                                

   The Trusts are open-end management  investment companies registered under the
   1940 Act,  more commonly  called  mutual funds.  As a "series" type of mutual
   fund,  each Trust issues  several  different  series of stock,  each of which
relates to a different  Portfolio of that Trust. The Hudson River Trust   

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   (HRT)  commenced  operations  in  January  1976  with  a  predecessor  of its
   Alliance  Common  Stock  Portfolio.  Investment  Funds  that  invest  in  HRT
   Portfolios  purchase Class IA shares of a  corresponding  HRT  Portfolio.  EQ
   Advisors Trust (EQAT) commenced  operations on May 1, 1997.  Investment Funds
   that invest in EQAT  Portfolios  purchase Class IB shares of a  corresponding
   EQAT Portfolio.  The Trusts do not impose sales charges or "loads" for buying
   and  selling  their  shares.  All  dividends  and  other  distributions  on a
   Portfolio's  shares  are  reinvested  in full and  fractional  shares  of the
   Portfolio to which they relate. All of the Portfolios,  except for the Morgan
   Stanley  Emerging  Markets Equity  Portfolio,  are  diversified  for 1940 Act
   purposes.  The Board of  Trustees  of HRT and EQAT may  establish  additional
   Portfolios  or  eliminate  existing  Portfolios  at any time.  More  detailed
   information  about  the  Trusts,  their  investment   objectives,   policies,
   restrictions,  risks, expenses, their respective Rule 12b-1 Plans relating to
   their  respective  Class IB shares,  and other  aspects of their  operations,
   appears in the HRT prospectus  (beginning after this prospectus  supplement),
   the  EQAT  prospectus  (beginning  after  the HRT  prospectus),  or in  their
   respective  Statements of Additional  Information,  which are available  upon
request.                                                                  

HRT'S MANAGER AND ADVISER                                                 

   HRT is managed and its Portfolios are advised by Alliance Capital  Management
   L.P.  (ALLIANCE),  which is registered with the SEC as an investment  adviser
under the Investment Advisers Act of 1940, as amended (ADVISERS ACT).     

   In its role as manager of HRT,  Alliance has overall  responsibility  for the
   general  management  and  administration  of  HRT,  including  selecting  the
   portfolio managers for HRT's Portfolios, monitoring their investment programs
   and  results,  reviewing  brokerage  matters,   performing  fund  accounting,
   overseeing  compliance by HRT with various  Federal and state  statutes,  and
   carrying out the  directives  of its Board of Trustees.  With the approval of
   HRT's  Trustees,  Alliance may enter into  agreements with other companies to
assist with its administrative and management responsibilities to HRT.    

   As adviser for all HRT Portfolios, Alliance is responsible for developing the
   Portfolios'   investment  programs,   making  investment  decisions  for  the
   Portfolios, placing all orders for the purchase and sale of those investments
and performing certain limited related administrative functions.          

ALLIANCE CAPITAL MANAGEMENT L.P.                                          

   Alliance,  a leading  international  investment adviser,  provides investment
   management  and  consulting  services  to  mutual  funds,   endowment  funds,
   insurance  companies,  foreign  entities,  qualified  and  non-tax  qualified
   corporate  funds,  public  and  private  pension  and  profit-sharing  plans,
foundations and tax-exempt organizations.                                 

   Alliance is a publicly traded limited  partnership  incorporated in Delaware.
   On December 31, 1997, Alliance was managing  approximately  $218.7 billion in
   assets. Alliance employs 223 investment professionals,  including 83 research
   analysts.  Portfolio managers have average investment experience of more than
14 years.                                                                 

   Alliance is an indirect, majority-owned subsidiary of Equitable Life, and its
   main office is located at 1345 Avenue of the  Americas,  New York,  NY 10105.
   Additional  information  regarding  Alliance is located in the HRT prospectus
which directly follows this prospectus supplement.                        

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EQAT'S MANAGER                                                            

   EQ Financial Consultants, Inc. (EQ FINANCIAL), subject to the supervision and
   direction of the Board of Trustees of EQAT,  has overall  responsibility  for
   the  general  management  and  administration  of EQAT.  EQ  Financial  is an
   investment  adviser  registered  under the Advisers Act, and a  broker-dealer
   registered  under  the  Exchange  Act.  EQ  Financial   currently   furnishes
   specialized  investment  advice  to  other  clients,  including  individuals,
   pension  and  profit-sharing   plans,   trusts,   charitable   organizations,
   corporations,  and  other  business  entities.  EQ  Financial  is a  Delaware
corporation and an indirect, wholly owned subsidiary of Equitable Life.   

   EQ Financial is  responsible  for  providing  management  and  administrative
   services to EQAT and selects the investment  advisers for EQAT's  Portfolios,
   monitors  the  EQAT  advisers'  investment  programs  and  results,   reviews
   brokerage matters, oversees compliance by EQAT with various Federal and state
   statutes,  and  carries  out the  directives  of its  Board of  Trustees.  EQ
   Financial  Consultants,  Inc.'s  main office is located at 1290 Avenue of the
Americas, New York, NY 10104.                                             

   Pursuant to a service agreement,  Chase Global Funds Services Company assists
   EQ Financial in the  performance of its  administrative  responsibilities  to
   EQAT with other  necessary  administrative,  fund  accounting  and compliance
services.                                                                 

EQAT'S INVESTMENT ADVISERS                                                

   Bankers Trust Company,  Massachusetts  Financial  Services  Company,  Merrill
   Lynch Asset  Management,  L.P.,  Morgan Stanley Asset Management Inc., Putnam
   Investment  Management,  Inc.,  T.  Rowe  Price  Associates,  Inc.  and  Rowe
   Price-Fleming International,  Inc., and Warburg Pincus Asset Management, Inc.
serve as EQAT advisers only for their respective EQAT Portfolios.         

   Each EQAT adviser furnishes EQAT's manager, EQ Financial,  with an investment
   program (updated  periodically) for each of its Portfolios,  makes investment
   decisions  on  behalf  of its EQAT  Portfolios,  places  all  orders  for the
   purchase and sale of investments for the Portfolio's  account with brokers or
   dealers  selected by such  adviser and may perform  certain  limited  related
administrative functions.                                                 

   The assets of each Portfolio are allocated currently among the EQAT advisers.
   If an EQAT Portfolio  shall at any time have more than one EQAT adviser,  the
   allocation of an EQAT  Portfolio's  assets among EQAT advisers may be changed
at any time by EQ Financial.                                              

BANKERS TRUST COMPANY                                                     

   Bankers Trust Company (BANKERS TRUST) is a wholly owned subsidiary of Bankers
   Trust New York Corporation which was founded in 1903.  Bankers Trust conducts
   a variety of general  banking and trust  activities and is a major  wholesale
   supplier  of   financial   services  to  the   international   and   domestic
   institutional markets.  Bankers Trust advises BT Equity 500 Index, a domestic
   equity portfolio, BT Small Company Index, an aggressive equity portfolio, and
   BT  International  Equity Index, an  international  equity  portfolio.  As of
   December 31, 1997,  Bankers Trust had approximately  $317.8 billion in assets
   under  management  worldwide.  The  executive  offices of  Bankers  Trust are
  located at 130 Liberty Street (One Bankers Trust Plaza), New York, NY 10006.

MASSACHUSETTS FINANCIAL SERVICES COMPANY                                  

   Massachusetts  Financial  Services  Company (MFS) is America's  oldest mutual
   fund organization, whose assets under management as of December 31, 1997 were
   approximately $70.2 billion on behalf of more than 2.7 million investors. MFS
advises MFS Research,  a domestic equity  portfolio,  and MFS             

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   Emerging Growth Companies, an aggressive equity portfolio. MFS is an indirect
   subsidiary  of Sun Life  Assurance  Company  of Canada  and is located at 500
Boylston Street, Boston, MA 02116.                                        

MERRILL LYNCH ASSET MANAGEMENT, L.P.                                      

   Founded in 1976,  Merrill Lynch Asset Management,  L.P. (MLAM) is a dedicated
   asset  management  affiliate  of  Merrill  Lynch  & Co.,  Inc.,  a  financial
   management and advisory company with more than a century of experience. As of
   December 31, 1997, MLAM along with its advisory affiliates held approximately
   $278  billion  in  investment   company  and  other  portfolio  assets  under
   management.  MLAM advises Merrill Lynch Basic Value Equity, a domestic equity
   portfolio  with a value  approach  to  investing,  and  Merrill  Lynch  World
   Strategy,  a global  flexible  asset  allocation  portfolio  that  invests in
   equities and fixed income securities worldwide. The company is located at 800
Scudders Mill Road, Plainsboro, NJ 08543-9011.                            

MORGAN STANLEY ASSET MANAGEMENT INC.                                      

   Morgan  Stanley  Asset  Management  Inc.  (MSAM)  provides  a broad  range of
   portfolio  management  services to customers in the United  States and abroad
   and serves as an  investment  adviser to  numerous  open-end  and  closed-end
   investment  companies.  MSAM,  together  with  its  affiliated  institutional
   investment  management  companies,  had approximately  $146 billion in assets
   under  management  and fiduciary  care as of December 31, 1997.  MSAM advises
   Morgan Stanley Emerging Markets Equity,  an international  equity  portfolio.
   MSAM is a subsidiary of Morgan  Stanley,  Dean Witter & Co. and is located at
1221 Avenue of the Americas, New York, NY 10020.                          

PUTNAM INVESTMENT MANAGEMENT, INC.                                        

   Putnam  Investment  Management,  Inc. (PUTNAM) has been managing mutual funds
   since 1937. As of December 31, 1997,  Putnam and its affiliates  managed more
   than $235 billion in assets.  Putnam advises EQ/Putnam  Balanced,  a balanced
   stock and bond  portfolio  and EQ/Putnam  Growth & Income  Value,  a domestic
   equity  portfolio.  Putnam  is an  indirect  subsidiary  of Marsh &  McLennan
 Companies, Inc. and is located at One Post Office Square, Boston, MA 02109.

T. ROWE PRICE ASSOCIATES, INC. AND ROWE PRICE-FLEMING INTERNATIONAL, INC. 

   Founded in 1937,  T. Rowe Price  Associates,  Inc.  (T. ROWE PRICE)  provides
   investment  management  to  both  individuals  and  institutions.   With  its
   affiliates, assets under management were over $126 billion as of December 31,
   1997. T. Rowe Price advises T. Rowe Price Equity  Income,  a domestic  equity
   portfolio.  The company is located at 100 East Pratt  Street,  Baltimore,  MD
21202.                                                                    

   Rowe  Price-Fleming  International,  Inc.,  (PRICE-FLEMING)  was founded as a
   joint  venture  between T. Rowe Price and Robert  Fleming  Holdings,  Ltd., a
   diversified British investment  organization.  Price-Fleming's  predominately
   non-U.S.  assets under  management were the equivalent to  approximately  $30
   billion  as of  December  31,  1997.  Price-Fleming  advises  T.  Rowe  Price
   International  Stock, an international equity portfolio and is located at 100
East Pratt Street, Baltimore, MD 21202.                                   

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WARBURG PINCUS ASSET MANAGEMENT, INC.                                     

   Warburg Pincus Asset  Management,  Inc.  (WPAM) is a professional  investment
   advisory  firm which  provides  services to  investment  companies,  employee
   benefit plans,  endowment  funds,  foundations,  and other  institutions  and
   individuals.  Assets under management were approximately  $19.6 billion as of
   December 31, 1997. WPAM is indirectly controlled by Warburg,  Pincus & Co., a
   New York partnership, which serves as a holding company of WPAM. WPAM advises
   Warburg  Pincus Small Company  Value,  an aggressive  equity  portfolio.  The
company is located at 466 Lexington Avenue, New York, NY 10017.           

   Additional information regarding each of the companies which serve as an EQAT
adviser appears in the EQAT prospectus beginning after the HRT prospectus.

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

                                                                        PAGE
                                                                        ----
Part 1:       Accumulation Unit Values                                      2   

Part 2:       Annuity Unit Values                                           2   

Part 3:       Custodian and Independent Accountants                         3   

Part 4:       Alliance Money Market Fund, Alliance Intermediate                 
Government Securities Fund and Alliance High Yield  
           Fund Yield Information                                        3

Part 5:       Long-Term Market Trends                                       4   

Part 6:       Financial Statements                                          6   

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

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

Please  send me an  Accumulator  SAI  dated  May 1,  1998  for  the  Accumulator
Prospectus  dated  October 17, 1996 as  supplemented  on May 1 and  December 31,
1997:                                                                           

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

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

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

IM-98-ACC1096                          8                                        

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 SUPPLEMENT DATED MAY 1, 1998 TO
INCOME MANAGER(R) ROLLOVER IRA AND CHOICE INCOME PLAN PROSPECTUS
 DATED MAY 1, 1996, AS PREVIOUSLY SUPPLEMENTED
ON MAY 1 AND DECEMBER 31, 1997

This supplement dated May 1, 1998,  updates certain  information in the Rollover
IRA  and  Choice  Income  Plan  prospectus  dated  May 1,  1996,  as  previously
supplemented  on May 1 and December 31, 1997,  of The Equitable  Life  Assurance
Society of the United States  (EQUITABLE  LIFE). You should read this supplement
in conjunction with the prospectus and May 1 and December 31, 1997  supplements.
You should keep the supplements and the prospectus for future reference. We have
filed  with the  Securities  and  Exchange  Commission  (SEC) our  statement  of
additional  information  (SAI) dated May 1, 1998. If you do not presently have a
copy of the  prospectus  and May 1 and  December 31, 1997  supplements,  you may
obtain additional copies, as well as a copy of the SAI, from us, free of charge,
if you write to Equitable Life,  P.O. Box 1547,  Secaucus,  NJ 07096-1547,  call
(800)  789-7771  or if you only need a copy of the SAI,  you may mail in the SAI
request  form  located  at  the  end  of  this  supplement.  The  SAI  has  been
incorporated by reference into this supplement.                                 

In this supplement, each section of the prospectus and/or May 1 and December 31,
1997 supplements in which a change has been made is identified and the number of
each page on which a change  occurs is also  noted.  Special  terms used in this
supplement have the same meaning as in the prospectus and May 1 and December 31,
1997 supplements, unless otherwise noted.                                       

THROUGHOUT THE PROSPECTUS AND SUPPLEMENTS, REPLACE "HR TRUST" WITH "HRT" AND "EQ
TRUST" WITH "EQAT."                                                             

ON PAGE 4 OF THE  DECEMBER 31, 1997  SUPPLEMENT  UNDER THE  SUB-HEADING  "NOTES"
REPLACE FOOTNOTE (8) WITH THE FOLLOWING FOOTNOTE:                               

   (8) All EQAT  Portfolios  commenced  operations  on May 1,  1997,  except the
       Morgan  Stanley  Emerging  Markets  Equity  Portfolio,   which  commenced
       operations on August 20, 1997,  and the following  Portfolios,  which had
       initial seed capital  invested on December 31, 1997: BT Equity 500 Index,
BT Small Company Index, and BT International Equity Index.        

       The  maximum  investment  management  and  advisory  fees for  each  EQAT
       Portfolio  cannot  be  increased  without  a  vote  of  that  Portfolio's
       shareholders.  The amounts shown as "Other  Expenses" will fluctuate from
       year  to  year  depending  on  actual  expenses,  however,  EQ  Financial
       Consultants,  Inc. ("EQ Financial"),  EQAT's manager, has entered into an
       expense  limitation  agreement with respect to each  Portfolio  ("Expense
       Limitation  Agreement"),  pursuant  to which EQ  Financial  has agreed to
       waive or limit its fees and  assume  other  expenses.  Under the  Expense
       Limitation  Agreement,  total annual operating expenses of each Portfolio
       (other  than  interest,   taxes,   brokerage   commissions,   capitalized
       expenditures, extraordinary expenses, and 12b-1 fees) are limited for the
       respective  average  daily net assets of each  Portfolio  as follows:  BT
       Equity  500  Index  -  0.30%;   BT  Small  Company  Index  -  0.35%;   BT
       International   Equity  -  0.55%;  MFS  Research,   MFS  Emerging  Growth
       Companies,  Merrill Lynch Basic Value Equity,  EQ/Putnam  Growth & Income
       Value, T. Rowe Price Equity Income - 0.60%;  Merrill Lynch World Strategy
       and T. Rowe Price  International - 0.95%; Morgan Stanley Emerging Markets
       Equity - 1.50%;  EQ/Putnam  Balanced - 0.65%;  and Warburg  Pincus  Small
Company - 0.75%.                                                  

--------------------------------------------------------------------------------
Copyright 1998 The Equitable Life Assurance Society of
the United States, New York, New York 10104.
All rights reserved. Income Manager is a registered service mark
of The Equitable Life Assurance Society of the United States. 

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       Absent  the  expense  limitation,  the  "Other  Expenses"  for 1997 on an
       annualized basis for each of the following  Portfolios would have been as
       follows:  MFS Emerging  Growth  Companies - 1.02%;  MFS Research - 0.98%;
       Merrill Lynch Basic Value Equity - 1.09%;  Merrill Lynch World Strategy -
       2.10%; Morgan Stanley Emerging Markets Equity - 1.21%; EQ/Putnam Balanced
       - 1.75%;  EQ/Putnam  Growth & Income Value - 0.95%;  T. Rowe Price Equity
       Income - 0.94%; T. Rowe Price  International  Stock - 1.56%;  and Warburg
       Pincus Small Company Value - 0.80%. For EQAT Portfolios which had initial
       seed capital invested on December 31, 1997, the "Other Expenses" for 1998
       are estimated to be as follows (absent the expense limitation): BT Equity
       500 Index - 0.29%; BT Small Company Index - 0.23%;  and BT  International
Equity Index - 0.47%. See "EQAT Charges to Portfolios" in Part 7. 

       Each Portfolio may at a later date make a  reimbursement  to EQ Financial
       for any of the  management  fees  waived or  limited  and other  expenses
       assumed  and paid by EQ  Financial  pursuant  to the  Expense  Limitation
       Agreement  provided that, among other things,  such Portfolio has reached
       sufficient size to permit such reimbursement to be made and provided that
       the  Portfolio's  current  annual  operating  expenses  do not exceed the
       operating  expense  limit  determined  for such  Portfolio.  See the EQAT
prospectus for more information.                                  

ON PAGE 5 OF THE DECEMBER 31, 1997  SUPPLEMENT  UNDER THE HEADING  "ACCUMULATION
UNIT VALUES"                                                                    

REPLACE THE LAST SENTENCE OF THE PARAGRAPH WITH THE FOLLOWING SENTENCE:   

   The following table shows the Accumulation  Unit Values, as of the applicable
   dates each  Investment  Fund was first  available  under the  Certificates as
noted below and on the last business day of the periods shown.            

ADD THE FOLLOWING INFORMATION TO THE TABLE:                               

                                              DECEMBER 31, 1997   MARCH 31, 1998
                                              -----------------   --------------

Alliance Conservative Investors                   19.26            20.25  
Alliance Growth Investors                         30.31            33.12  
Alliance Growth & Income                          17.83            19.89  
Alliance Common Stock                            195.37           221.24  
Alliance Global                                   27.85            31.84  
Alliance International                            11.48            13.10  
Alliance Aggressive Stock                         72.23            82.18  
Alliance Small Cap Growth                         12.57            14.31  
Alliance Money Market                             25.85            26.12  
Alliance Intermediate Government Securities       14.60            14.79  
Alliance High Yield                               30.73            32.30  
BT Equity 500 Index*                              10.00            11.12  
BT Small Company Index*                           10.00            10.90  
BT International Equity Index*                    10.00            11.33  
MFS Emerging Growth Companies                     12.15            14.59  
MFS Research                                      11.52            13.34  

-------------                                                                   
   * The BT Equity 500 Index, BT Small Company Index and BT International Equity
     Index Funds were first offered under the Certificates on December 31, 1997.

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                                            DECEMBER 31, 1997     MARCH 31, 1998
                                            -----------------     --------------

Merrill Lynch Basic Value Equity                11.61              13.38  
Merrill Lynch World Strategy                    10.39              11.19  
Morgan Stanley Emerging Markets Equity           7.95               8.28  
EQ/Putnam Balanced                              11.36              12.21  
EQ/Putnam Growth & Income Value                 11.53              12.75  
T. Rowe Price Equity Income                     12.12              13.18  
T. Rowe Price International Stock                9.77              10.98  
Warburg Pincus Small Company Value              11.82              12.67  

ON PAGE 10 OF THE PROSPECTUS AFTER THE LAST BULLETED PARAGRAPH UNDER THE HEADING
"SERVICES WE PROVIDE" INSERT THE FOLLOWING SUB-SECTION:                         

YEAR 2000 PROGRESS                                                        

   Equitable  Life relies upon various  computer  systems in order to administer
   your  Certificate and operate the Investment  Options.  Some of these systems
belong to service providers who are not affiliated with Equitable Life.   

   In 1995, Equitable Life began addressing the question of whether its computer
   systems would  recognize  the year 2000 before,  on or after January 1, 2000,
   and Equitable Life believes it has identified  those of its systems  critical
   to business  operations that are not Year 2000  compliant.  By year end 1998,
   Equitable Life expects that the work of modifying or replacing  non-compliant
   systems will  substantially be completed and expects a comprehensive  test of
   its  Year  2000  compliance  will be  performed  in the  first  half of 1999.
   Equitable  Life is in the  process of  seeking  assurances  from third  party
   service  providers  that they are acting to address  the Year 2000 issue with
   the goal of avoiding  any  material  adverse  effect on services  provided to
   Certificate  Owners  and  on  operations  of  the  Investment  Options.   Any
   significant  unresolved  difficulty  related  to  the  Year  2000  compliance
   initiatives could have a material adverse effect on the ability to administer
   your  Certificate  and operate the  Investment  Options.  Assuming the timely
   completion  of  computer  modifications  by  Equitable  Life and  third-party
   service providers,  there should be no material adverse effect on the ability
to perform these functions.                                               

ON PAGE 5 OF THE DECEMBER 31, 1997  SUPPLEMENT  UNDER  REVISIONS FOR  "EQUITABLE
LIFE" REPLACE THE SECOND PARAGRAPH WITH THE FOLLOWING PARAGRAPH:                

   Equitable   Life,  the  Holding  Company  and  their   subsidiaries   managed
approximately $274.1 billion of assets as of December 31, 1997.           

ON PAGE 6 OF THE  DECEMBER 31, 1997  SUPPLEMENT  AND PAGES 7 AND 8 OF THE MAY 1,
1997 SUPPLEMENT REPLACE THE REVISED SECTIONS "HRT," "HRT'S INVESTMENT  ADVISER,"
"EQAT," AND "EQAT'S MANAGER & ADVISERS" WITH THE FOLLOWING SECTIONS:            

THE TRUSTS                                                                

   The Trusts are open-end management  investment companies registered under the
   1940 Act,  more commonly  called  mutual funds.  As a "series" type of mutual
   fund,  each Trust issues  several  different  series of stock,  each of which
relates to a different  Portfolio of that Trust. The Hudson River Trust   

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   (HRT)  commenced  operations  in  January,  1976  with a  predecessor  of its
   Alliance  Common  Stock  Portfolio.  Investment  Funds  that  invest  in  HRT
   Portfolios  purchase Class IA shares of a  corresponding  HRT  Portfolio.  EQ
   Advisors Trust (EQAT) commenced  operations on May 1, 1997.  Investment Funds
   that invest in EQAT  Portfolios  purchase Class IB shares of a  corresponding
   EQAT Portfolio.  The Trusts do not impose sales charges or "loads" for buying
   and  selling  their  shares.  All  dividends  and  other  distributions  on a
   Portfolio's  shares  are  reinvested  in full and  fractional  shares  of the
   Portfolio to which they relate. All of the Portfolios,  except for the Morgan
   Stanley  Emerging  Markets Equity  Portfolio,  are  diversified  for 1940 Act
   purposes.  The Board of  Trustees  of HRT and EQAT may  establish  additional
   Portfolios  or  eliminate  existing  Portfolios  at any time.  More  detailed
   information  about  the  Trusts,  their  investment   objectives,   policies,
   restrictions,  risks, expenses, their respective Rule 12b-1 Plans relating to
   their  respective  Class IB shares,  and other  aspects of their  operations,
   appears in the HRT prospectus  (beginning after this prospectus  supplement),
   the  EQAT  prospectus  (beginning  after  the HRT  prospectus),  or in  their
   respective  Statements of Additional  Information,  which are available  upon
request.                                                                  

HRT'S MANAGER AND ADVISER                                                 

   HRT is managed and its Portfolios are advised by Alliance Capital  Management
   L.P.  (ALLIANCE),  which is registered with the SEC as an investment  adviser
under the Investment Advisers Act of 1940, as amended (ADVISERS ACT).     

   In its role as manager of HRT,  Alliance has overall  responsibility  for the
   general  management  and  administration  of  HRT,  including  selecting  the
   portfolio managers for HRT's Portfolios, monitoring their investment programs
   and  results,  reviewing  brokerage  matters,   performing  fund  accounting,
   overseeing  compliance by HRT with various  Federal and state  statutes,  and
   carrying out the  directives  of its Board of Trustees.  With the approval of
   HRT's  Trustees,  Alliance may enter into  agreements with other companies to
assist with its administrative and management responsibilities to HRT.    

   As adviser for all HRT Portfolios, Alliance is responsible for developing the
   Portfolios'   investment  programs,   making  investment  decisions  for  the
   Portfolios, placing all orders for the purchase and sale of those investments
and performing certain limited related administrative functions.          

ALLIANCE CAPITAL MANAGEMENT L.P.                                          

   Alliance,  a leading  international  investment adviser,  provides investment
   management  and  consulting  services  to  mutual  funds,   endowment  funds,
   insurance  companies,  foreign  entities,  qualified  and  non-tax  qualified
   corporate  funds,  public  and  private  pension  and  profit-sharing  plans,
foundations and tax-exempt organizations.                                 

   Alliance is a publicly traded limited  partnership  incorporated in Delaware.
   On December 31, 1997, Alliance was managing  approximately  $218.7 billion in
   assets. Alliance employs 223 investment professionals,  including 83 research
   analysts.  Portfolio managers have average investment experience of more than
14 years.                                                                 

   Alliance is an indirect, majority-owned subsidiary of Equitable Life, and its
   main office is located at 1345 Avenue of the  Americas,  New York,  NY 10105.
   Additional  information  regarding  Alliance is located in the HRT prospectus
which directly follows this prospectus supplement.                        

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EQAT'S MANAGER                                                            

   EQ Financial Consultants, Inc. (EQ FINANCIAL), subject to the supervision and
   direction of the Board of Trustees of EQAT,  has overall  responsibility  for
   the  general  management  and  administration  of EQAT.  EQ  Financial  is an
   investment  adviser  registered  under the Advisers Act, and a  broker-dealer
   registered  under  the  Exchange  Act.  EQ  Financial   currently   furnishes
   specialized  investment  advice  to  other  clients,  including  individuals,
   pension  and  profit-sharing   plans,   trusts,   charitable   organizations,
   corporations,  and  other  business  entities.  EQ  Financial  is a  Delaware
corporation and an indirect, wholly owned subsidiary of Equitable Life.   

   EQ Financial is  responsible  for  providing  management  and  administrative
   services to EQAT and selects the investment  advisers for EQAT's  Portfolios,
   monitors  the  EQAT  advisers'  investment  programs  and  results,   reviews
   brokerage matters, oversees compliance by EQAT with various Federal and state
   statutes,  and  carries  out the  directives  of its  Board of  Trustees.  EQ
   Financial  Consultants,  Inc.'s  main office is located at 1290 Avenue of the
Americas, New York, NY 10104.                                             

   Pursuant to a service agreement,  Chase Global Funds Services Company assists
   EQ Financial in the  performance of its  administrative  responsibilities  to
   EQAT with other  necessary  administrative,  fund  accounting  and compliance
services.                                                                 

EQAT'S INVESTMENT ADVISERS                                                

   Bankers Trust Company,  Massachusetts  Financial  Services  Company,  Merrill
   Lynch Asset  Management,  L.P.,  Morgan Stanley Asset Management Inc., Putnam
   Investment  Management,  Inc.,  T.  Rowe  Price  Associates,  Inc.  and  Rowe
   Price-Fleming International,  Inc., and Warburg Pincus Asset Management, Inc.
serve as EQAT advisers only for their respective EQAT Portfolios.         

   Each EQAT adviser furnishes EQAT's manager, EQ Financial,  with an investment
   program (updated  periodically) for each of its Portfolios,  makes investment
   decisions  on  behalf  of its EQAT  Portfolios,  places  all  orders  for the
   purchase and sale of investments for the Portfolio's  account with brokers or
   dealers  selected by such  adviser and may perform  certain  limited  related
administrative functions.                                                 

   The assets of each Portfolio are allocated currently among the EQAT advisers.
   If an EQAT Portfolio  shall at any time have more than one EQAT adviser,  the
   allocation of an EQAT  Portfolio's  assets among EQAT advisers may be changed
at any time by EQ Financial.                                              

BANKERS TRUST COMPANY                                                     

   Bankers Trust Company (BANKERS TRUST) is a wholly owned subsidiary of Bankers
   Trust New York Corporation which was founded in 1903.  Bankers Trust conducts
   a variety of general  banking and trust  activities and is a major  wholesale
   supplier  of   financial   services  to  the   international   and   domestic
   institutional markets.  Bankers Trust advises BT Equity 500 Index, a domestic
   equity portfolio, BT Small Company Index, an aggressive equity portfolio, and
   BT  International  Equity Index, an  international  equity  portfolio.  As of
   December 31, 1997,  Bankers Trust had approximately  $317.8 billion in assets
   under  management  worldwide.  The  executive  offices of  Bankers  Trust are
  located at 130 Liberty Street (One Bankers Trust Plaza), New York, NY 10006.

MASSACHUSETTS FINANCIAL SERVICES COMPANY                                  

   Massachusetts  Financial  Services  Company (MFS) is America's  oldest mutual
   fund organization, whose assets under management as of December 31, 1997 were
   approximately $70.2 billion on behalf of more than 2.7 million investors. MFS
advises MFS Research,  a domestic equity  portfolio,  and MFS             

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   Emerging Growth Companies, an aggressive equity portfolio. MFS is an indirect
   subsidiary  of Sun Life  Assurance  Company  of Canada  and is located at 500
Boylston Street, Boston, MA 02116.                                        

MERRILL LYNCH ASSET MANAGEMENT, L.P.                                      

   Founded in 1976,  Merrill Lynch Asset Management,  L.P. (MLAM) is a dedicated
   asset  management  affiliate  of  Merrill  Lynch  & Co.,  Inc.,  a  financial
   management and advisory company with more than a century of experience. As of
   December 31, 1997, MLAM along with its advisory affiliates held approximately
   $278  billion  in  investment   company  and  other  portfolio  assets  under
   management.  MLAM advises Merrill Lynch Basic Value Equity, a domestic equity
   portfolio  with a value  approach  to  investing,  and  Merrill  Lynch  World
   Strategy,  a global  flexible  asset  allocation  portfolio  that  invests in
   equities and fixed income securities worldwide. The company is located at 800
Scudders Mill Road, Plainsboro, NJ 08543-9011.                            

MORGAN STANLEY ASSET MANAGEMENT INC.                                      

   Morgan  Stanley  Asset  Management  Inc.  (MSAM)  provides  a broad  range of
   portfolio  management  services to customers in the United  States and abroad
   and serves as an  investment  adviser to  numerous  open-end  and  closed-end
   investment  companies.  MSAM,  together  with  its  affiliated  institutional
   investment  management  companies,  had approximately  $146 billion in assets
   under  management  and fiduciary  care as of December 31, 1997.  MSAM advises
   Morgan Stanley Emerging Markets Equity,  an international  equity  portfolio.
   MSAM is a subsidiary of Morgan  Stanley,  Dean Witter & Co. and is located at
1221 Avenue of the Americas, New York, NY 10020.                          

PUTNAM INVESTMENT MANAGEMENT, INC.                                        

   Putnam  Investment  Management,  Inc. (PUTNAM) has been managing mutual funds
   since 1937. As of December 31, 1997,  Putnam and its affiliates  managed more
   than $235 billion in assets.  Putnam advises EQ/Putnam  Balanced,  a balanced
   stock and bond  portfolio  and EQ/Putnam  Growth & Income  Value,  a domestic
   equity  portfolio.  Putnam  is an  indirect  subsidiary  of Marsh &  McLennan
 Companies, Inc. and is located at One Post Office Square, Boston, MA 02109.

T. ROWE PRICE ASSOCIATES, INC. AND ROWE PRICE-FLEMING INTERNATIONAL, INC. 

   Founded in 1937,  T. Rowe Price  Associates,  Inc.  (T. ROWE PRICE)  provides
   investment  management  to  both  individuals  and  institutions.   With  its
   affiliates, assets under management were over $126 billion as of December 31,
   1997. T. Rowe Price advises T. Rowe Price Equity  Income,  a domestic  equity
   portfolio.  The company is located at 100 East Pratt  Street,  Baltimore,  MD
21202.                                                                    

   Rowe  Price-Fleming  International,  Inc.,  (PRICE-FLEMING)  was founded as a
   joint  venture  between T. Rowe Price and Robert  Fleming  Holdings,  Ltd., a
   diversified British investment  organization.  Price-Fleming's  predominately
   non-U.S.  assets under  management were the equivalent to  approximately  $30
   billion  as of  December  31,  1997.  Price-Fleming  advises  T.  Rowe  Price
   International  Stock, an international equity portfolio and is located at 100
East Pratt Street, Baltimore, MD 21202.                                   

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WARBURG PINCUS ASSET MANAGEMENT INC.                                      

   Warburg Pincus Asset  Management,  Inc.  (WPAM) is a professional  investment
   advisory  firm which  provides  services to  investment  companies,  employee
   benefit plans,  endowment  funds,  foundations,  and other  institutions  and
   individuals.  Assets under management were approximately  $19.6 billion as of
   December 31, 1997. WPAM is indirectly controlled by Warburg,  Pincus & Co., a
   New York partnership, which serves as a holding company of WPAM. WPAM advises
   Warburg  Pincus Small Company  Value,  an aggressive  equity  portfolio.  The
company is located at 466 Lexington Avenue, New York, NY 10017.           

   Additional information regarding each of the companies which serve as an EQAT
adviser appears in the EQAT prospectus beginning after the HRT prospectus.

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

                                                                        PAGE
                                                                        ----
Part 1:       Minimum Distribution Withdrawals -                                
           Traditional IRA Certificates                                  2

Part 2:       Accumulation Unit Values                                      2   

Part 3:       Annuity Unit Values                                           2   

Part 4:       Custodian and Independent Accountants                         3   

Part 5:       Alliance Money Market Fund, Alliance Intermediate                 
Government Securities Fund and Alliance High Yield  
           Fund Yield Information                                        3

Part 6:       Long-Term Market Trends                                       5   

Part 7:       Financial Statements                                          6   

   HOW TO OBTAIN A ROLLOVER IRA STATEMENT OF ADDITIONAL INFORMATION FOR SEPARATE
ACCOUNT NO. 45                                                            

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

Please  send me a Rollover  IRA SAI dated May 1, 1998 for the  Rollover  IRA and
Choice  Income Plan  Prospectus  dated May 1, 1996 as  supplemented  on May 1and
December 31, 1997:                                                              

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

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

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

IM-98-IRA596                           8                                        

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 SUPPLEMENT DATED MAY 1, 1998 TO
INCOME MANAGER(R) ACCUMULATOR(SM) PROSPECTUS
 DATED MAY 1, 1996, AS PREVIOUSLY SUPPLEMENTED
ON MAY 1 AND DECEMBER 31, 1997

This  supplement  dated  May  1,  1998,  updates  certain   information  in  the
Accumulator  prospectus  dated May 1, 1996, as previously  supplemented on May 1
and December 31, 1997, of The  Equitable  Life  Assurance  Society of the United
States (EQUITABLE LIFE). You should read this supplement in conjunction with the
prospectus  and May 1 and  December  31, 1997  supplements.  You should keep the
supplements  and the  prospectus  for future  reference.  We have filed with the
Securities and Exchange Commission (SEC) our statement of additional information
(SAI) dated May 1, 1998. If you do not presently  have a copy of the  prospectus
and May 1 and December 31, 1997 supplements,  you may obtain additional  copies,
as well as a copy of the SAI, from us, free of charge, if you write to Equitable
Life, P.O. Box 1547, Secaucus, NJ 07096-1547, call (800) 789-7771 or if you only
need a copy of the SAI,  you may mail in the SAI request form located at the end
of this  supplement.  The SAI has  been  incorporated  by  reference  into  this
supplement.                                                                     

In this supplement, each section of the prospectus and/or May 1 and December 31,
1997 supplements in which a change has been made is identified and the number of
each page on which a change  occurs is also  noted.  Special  terms used in this
supplement have the same meaning as in the prospectus and May 1 and December 31,
1997 supplements, unless otherwise noted.                                       

THROUGHOUT THE PROSPECTUS AND SUPPLEMENTS, REPLACE "HR TRUST" WITH "HRT" AND "EQ
TRUST" WITH "EQAT."                                                             

ON PAGE 3 OF THE  DECEMBER 31, 1997  SUPPLEMENT  UNDER THE  SUB-HEADING  "NOTES"
REPLACE FOOTNOTE (8) WITH THE FOLLOWING FOOTNOTE:                               

   (8) All EQAT  Portfolios  commenced  operations  on May 1,  1997,  except the
       Morgan  Stanley  Emerging  Markets  Equity  Portfolio,   which  commenced
       operations on August 20, 1997,  and the following  Portfolios,  which had
       initial seed capital  invested on December 31, 1997: BT Equity 500 Index,
BT Small Company Index, and BT International Equity Index.        

       The  maximum  investment  management  and  advisory  fees for  each  EQAT
       Portfolio  cannot  be  increased  without  a  vote  of  that  Portfolio's
       shareholders.  The amounts shown as "Other  Expenses" will fluctuate from
       year  to  year  depending  on  actual  expenses,  however,  EQ  Financial
       Consultants,  Inc. ("EQ Financial"),  EQAT's manager, has entered into an
       expense  limitation  agreement with respect to each  Portfolio  ("Expense
       Limitation  Agreement"),  pursuant  to which EQ  Financial  has agreed to
       waive or limit its fees and  assume  other  expenses.  Under the  Expense
       Limitation  Agreement,  total annual operating expenses of each Portfolio
       (other  than  interest,   taxes,   brokerage   commissions,   capitalized
       expenditures, extraordinary expenses, and 12b-1 fees) are limited for the
       respective  average  daily net assets of each  Portfolio  as follows:  BT
       Equity  500  Index  -  0.30%;   BT  Small  Company  Index  -  0.35%;   BT
       International   Equity  -  0.55%;  MFS  Research,   MFS  Emerging  Growth
       Companies,  Merrill Lynch Basic Value Equity,  EQ/Putnam  Growth & Income
       Value, T. Rowe Price Equity Income - 0.60%;  Merrill Lynch World Strategy
       and T. Rowe Price  International - 0.95%; Morgan Stanley Emerging Markets
       Equity - 1.50%;  EQ/Putnam  Balanced - 0.65%;  and Warburg  Pincus  Small
Company - 0.75%.                                                  

--------------------------------------------------------------------------------
Copyright 1998 The Equitable Life Assurance Society of
the United States, New York, New York 10104.
All rights reserved. Income Manager is a registered service mark and
Accumulator is a service mark of The Equitable Life Assurance Society 
of the United States. 

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       Absent  the  expense  limitation,  the  "Other  Expenses"  for 1997 on an
       annualized basis for each of the following  Portfolios would have been as
       follows:  MFS Emerging  Growth  Companies - 1.02%;  MFS Research - 0.98%;
       Merrill Lynch Basic Value Equity - 1.09%;  Merrill Lynch World Strategy -
       2.10%; Morgan Stanley Emerging Markets Equity - 1.21%; EQ/Putnam Balanced
       - 1.75%;  EQ/Putnam  Growth & Income Value - 0.95%;  T. Rowe Price Equity
       Income - 0.94%; T. Rowe Price  International  Stock - 1.56%;  and Warburg
       Pincus Small Company Value - 0.80%. For EQAT Portfolios which had initial
       seed capital invested on December 31, 1997, the "Other Expenses" for 1998
       are estimated to be as follows (absent the expense limitation): BT Equity
       500 Index - 0.29%; BT Small Company Index - 0.23%;  and BT  International
Equity Index - 0.47%. See "EQAT Charges to Portfolios" in Part 6. 

       Each Portfolio may at a later date make a  reimbursement  to EQ Financial
       for any of the  management  fees  waived or  limited  and other  expenses
       assumed  and paid by EQ  Financial  pursuant  to the  Expense  Limitation
       Agreement  provided that, among other things,  such Portfolio has reached
       sufficient size to permit such reimbursement to be made and provided that
       the  Portfolio's  current  annual  operating  expenses  do not exceed the
       operating  expense  limit  determined  for such  Portfolio.  See the EQAT
prospectus for more information.                                  

ON PAGE 4 OF THE DECEMBER 31, 1997  SUPPLEMENT  UNDER THE HEADING  "ACCUMULATION
UNIT VALUES"                                                                    

REPLACE THE LAST SENTENCE OF THE PARAGRAPH WITH THE FOLLOWING SENTENCE:   

   The following table shows the Accumulation  Unit Values, as of the applicable
   dates each  Investment  Fund was first  available  under the  Certificates as
noted below and on the last business day of the periods shown.            

ADD THE FOLLOWING INFORMATION TO THE TABLE:                               

                                               DECEMBER 31, 1997  MARCH 31, 1998
                                               -----------------  --------------

Alliance Conservative Investors                   19.26          20.25    
Alliance Growth Investors                         30.31          33.12    
Alliance Growth & Income                          17.83          19.89    
Alliance Common Stock                            195.37         221.24    
Alliance Global                                   27.85          31.84    
Alliance International                            11.48          13.10    
Alliance Aggressive Stock                         72.23          82.18    
Alliance Small Cap Growth                         12.57          14.31    
Alliance Money Market                             25.85          26.12    
Alliance Intermediate Government Securities       14.60          14.79    
Alliance High Yield                               30.73          32.30    
BT Equity 500 Index*                              10.00          11.12    
BT Small Company Index*                           10.00          10.90    
BT International Equity Index*                    10.00          11.33    
MFS Emerging Growth Companies                     12.15          14.59    
MFS Research                                      11.52          13.34    

----------                                                                      
   * The BT Equity 500 Index, BT Small Company Index and BT International Equity
     Index Funds were first offered under the Certificates on December 31, 1997.

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                                              DECEMBER 31, 1997   MARCH 31, 1998
                                              -----------------   --------------

Merrill Lynch Basic Value Equity                 11.61           13.38    
Merrill Lynch World Strategy                     10.39           11.19    
Morgan Stanley Emerging Markets Equity            7.95            8.28    
EQ/Putnam Balanced                               11.36           12.21    
EQ/Putnam Growth & Income Value                  11.53           12.75    
T. Rowe Price Equity Income                      12.12           13.18    
T. Rowe Price International Stock                 9.77           10.98    
Warburg Pincus Small Company Value               11.82           12.67    

ON PAGE 9 OF THE PROSPECTUS AFTER THE LAST BULLETED  PARAGRAPH UNDER THE HEADING
"SERVICES WE PROVIDE" INSERT THE FOLLOWING SUB-SECTION:                         

YEAR 2000 PROGRESS                                                        

   Equitable  Life relies upon various  computer  systems in order to administer
   your  Certificate and operate the Investment  Options.  Some of these systems
belong to service providers who are not affiliated with Equitable Life.   

   In 1995, Equitable Life began addressing the question of whether its computer
   systems would  recognize  the year 2000 before,  on or after January 1, 2000,
   and Equitable Life believes it has identified  those of its systems  critical
   to business  operations that are not Year 2000  compliant.  By year end 1998,
   Equitable Life expects that the work of modifying or replacing  non-compliant
   systems will  substantially be completed and expects a comprehensive  test of
   its  Year  2000  compliance  will be  performed  in the  first  half of 1999.
   Equitable  Life is in the  process of  seeking  assurances  from third  party
   service  providers  that they are acting to address  the Year 2000 issue with
   the goal of avoiding  any  material  adverse  effect on services  provided to
   Certificate  Owners  and  on  operations  of  the  Investment  Options.   Any
   significant  unresolved  difficulty  related  to  the  Year  2000  compliance
   initiatives could have a material adverse effect on the ability to administer
   your  Certificate  and operate the  Investment  Options.  Assuming the timely
   completion  of  computer  modifications  by  Equitable  Life and  third party
   service providers,  there should be no material adverse effect on the ability
to perform these functions.                                               

ON PAGE 4 OF THE DECEMBER 31, 1997  SUPPLEMENT  UNDER  REVISIONS FOR  "EQUITABLE
LIFE" REPLACE THE SECOND PARAGRAPH WITH THE FOLLOWING PARAGRAPH:                

   Equitable   Life,  the  Holding  Company  and  their   subsidiaries   managed
approximately $274.1 billion of assets as of December 31, 1997.           

ON PAGE 5 OF THE  DECEMBER 31, 1997  SUPPLEMENT  AND PAGES 7 AND 8 OF THE MAY 1,
1997 SUPPLEMENT REPLACE THE REVISED SECTIONS "HRT," "HRT'S INVESTMENT  ADVISER,"
"EQAT," AND "EQAT'S MANAGER & ADVISERS" WITH THE FOLLOWING SECTIONS:            

THE TRUSTS                                                                

   The Trusts are open-end management  investment companies registered under the
   1940 Act,  more commonly  called  mutual funds.  As a "series" type of mutual
   fund,  each Trust issues  several  different  series of stock,  each of which
relates to a different  Portfolio of that Trust. The Hudson River Trust   

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   (HRT)  commenced  operations   in  January  1976  with a  predecessor  of its
   Alliance  Common  Stock  Portfolio.  Investment  Funds  that  invest  in  HRT
   Portfolios  purchase Class IA shares of a  corresponding  HRT  Portfolio.  EQ
   Advisors Trust (EQAT) commenced  operations on May 1, 1997.  Investment Funds
   that invest in EQAT  Portfolios  purchase Class IB shares of a  corresponding
   EQAT Portfolio.  The Trusts do not impose sales charges or "loads" for buying
   and  selling  their  shares.  All  dividends  and  other  distributions  on a
   Portfolio's  shares  are  reinvested  in full and  fractional  shares  of the
   Portfolio to which they relate. All of the Portfolios,  except for the Morgan
   Stanley  Emerging  Markets Equity  Portfolio,  are  diversified  for 1940 Act
   purposes.  The Board of  Trustees  of HRT and EQAT may  establish  additional
   Portfolios  or  eliminate  existing  Portfolios  at any time.  More  detailed
   information  about  the  Trusts,  their  investment   objectives,   policies,
   restrictions,  risks, expenses, their respective Rule 12b-1 Plans relating to
   their  respective  Class IB shares,  and other  aspects of their  operations,
   appears in the HRT prospectus  (beginning after this prospectus  supplement),
   the  EQAT  prospectus  (beginning  after  the HRT  prospectus),  or in  their
   respective  Statements of Additional  Information,  which are available  upon
request.                                                                  

HRT'S MANAGER AND ADVISER                                                 

   HRT is managed and its Portfolios are advised by Alliance Capital  Management
   L.P.  (ALLIANCE),  which is registered with the SEC as an investment  adviser
under the Investment Advisers Act of 1940, as amended (ADVISERS ACT).     

   In its role as manager of HRT,  Alliance has overall  responsibility  for the
   general  management  and  administration  of  HRT,  including  selecting  the
   portfolio managers for HRT's Portfolios, monitoring their investment programs
   and  results,  reviewing  brokerage  matters,   performing  fund  accounting,
   overseeing  compliance by HRT with various  Federal and state  statutes,  and
   carrying out the  directives  of its Board of Trustees.  With the approval of
   HRT's  Trustees,  Alliance may enter into  agreements with other companies to
assist with its administrative and management responsibilities to HRT.    

   As adviser for all HRT Portfolios, Alliance is responsible for developing the
   Portfolios'   investment  programs,   making  investment  decisions  for  the
   Portfolios, placing all orders for the purchase and sale of those investments
and performing certain limited related administrative functions.          

ALLIANCE CAPITAL MANAGEMENT L.P.                                          

   Alliance,  a leading  international  investment adviser,  provides investment
   management  and  consulting  services  to  mutual  funds,   endowment  funds,
   insurance  companies,  foreign  entities,  qualified  and  non-tax  qualified
   corporate  funds,  public  and  private  pension  and  profit-sharing  plans,
foundations and tax-exempt organizations.                                 

   Alliance is a publicly traded limited  partnership  incorporated in Delaware.
   On December 31, 1997, Alliance was managing  approximately  $218.7 billion in
   assets. Alliance employs 223 investment professionals,  including 83 research
   analysts.  Portfolio managers have average investment experience of more than
14 years.                                                                 

   Alliance is an indirect, majority-owned subsidiary of Equitable Life, and its
   main office is located at 1345 Avenue of the  Americas,  New York,  NY 10105.
   Additional  information  regarding  Alliance is located in the HRT prospectus
which directly follows this prospectus supplement.                        

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EQAT'S MANAGER                                                            

   EQ Financial Consultants, Inc. (EQ FINANCIAL), subject to the supervision and
   direction of the Board of Trustees of EQAT,  has overall  responsibility  for
   the  general  management  and  administration  of EQAT.  EQ  Financial  is an
   investment  adviser  registered  under the Advisers Act, and a  broker-dealer
   registered  under  the  Exchange  Act.  EQ  Financial   currently   furnishes
   specialized  investment  advice  to  other  clients,  including  individuals,
   pension  and  profit-sharing   plans,   trusts,   charitable   organizations,
   corporations,  and  other  business  entities.  EQ  Financial  is a  Delaware
corporation and an indirect, wholly owned subsidiary of Equitable Life.   

   EQ Financial is  responsible  for  providing  management  and  administrative
   services to EQAT and selects the investment  advisers for EQAT's  Portfolios,
   monitors  the  EQAT  advisers'  investment  programs  and  results,   reviews
   brokerage matters, oversees compliance by EQAT with various Federal and state
   statutes,  and  carries  out the  directives  of its  Board of  Trustees.  EQ
   Financial  Consultants,  Inc.'s  main office is located at 1290 Avenue of the
Americas, New York, NY 10104.                                             

   Pursuant to a service agreement,  Chase Global Funds Services Company assists
   EQ Financial in the  performance of its  administrative  responsibilities  to
   EQAT with other  necessary  administrative,  fund  accounting  and compliance
services.                                                                 

EQAT'S INVESTMENT ADVISERS                                                

   Bankers Trust Company,  Massachusetts  Financial  Services  Company,  Merrill
   Lynch Asset  Management,  L.P.,  Morgan Stanley Asset Management Inc., Putnam
   Investment  Management,  Inc.,  T.  Rowe  Price  Associates,  Inc.  and  Rowe
   Price-Fleming International,  Inc., and Warburg Pincus Asset Management, Inc.
serve as EQAT advisers only for their respective EQAT Portfolios.         

   Each EQAT adviser furnishes EQAT's manager, EQ Financial,  with an investment
   program (updated  periodically) for each of its Portfolios,  makes investment
   decisions  on  behalf  of its EQAT  Portfolios,  places  all  orders  for the
   purchase and sale of investments for the Portfolio's  account with brokers or
   dealers  selected by such  adviser and may perform  certain  limited  related
administrative functions.                                                 

   The assets of each Portfolio are allocated currently among the EQAT advisers.
   If an EQAT Portfolio  shall at any time have more than one EQAT adviser,  the
   allocation of an EQAT  Portfolio's  assets among EQAT advisers may be changed
at any time by EQ Financial.                                              

BANKERS TRUST COMPANY                                                     

   Bankers Trust Company (BANKERS TRUST) is a wholly owned subsidiary of Bankers
   Trust New York Corporation which was founded in 1903.  Bankers Trust conducts
   a variety of general  banking and trust  activities and is a major  wholesale
   supplier  of   financial   services  to  the   international   and   domestic
   institutional markets.  Bankers Trust advises BT Equity 500 Index, a domestic
   equity portfolio, BT Small Company Index, an aggressive equity portfolio, and
   BT  International  Equity Index, an  international  equity  portfolio.  As of
   December 31, 1997,  Bankers Trust had approximately  $317.8 billion in assets
   under  management  worldwide.  The  executive  offices of  Bankers  Trust are
  located at 130 Liberty Street (One Bankers Trust Plaza), New York, NY 10006.

MASSACHUSETTS FINANCIAL SERVICES COMPANY                                  

   Massachusetts  Financial  Services  Company (MFS) is America's  oldest mutual
   fund organization, whose assets under management as of December 31, 1997 were
   approximately $70.2 billion on behalf of more than 2.7 million investors. MFS
advises MFS Research,  a domestic equity  portfolio,  and MFS             

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   Emerging Growth Companies, an aggressive equity portfolio. MFS is an indirect
   subsidiary  of Sun Life  Assurance  Company  of Canada  and is located at 500
Boylston Street, Boston, MA 02116.                                        

MERRILL LYNCH ASSET MANAGEMENT, L.P.                                      

   Founded in 1976,  Merrill Lynch Asset Management,  L.P. (MLAM) is a dedicated
   asset  management  affiliate  of  Merrill  Lynch  & Co.,  Inc.,  a  financial
   management and advisory company with more than a century of experience. As of
   December 31, 1997, MLAM along with its advisory affiliates held approximately
   $278  billion  in  investment   company  and  other  portfolio  assets  under
   management.  MLAM advises Merrill Lynch Basic Value Equity, a domestic equity
   portfolio  with a value  approach  to  investing,  and  Merrill  Lynch  World
   Strategy,  a global  flexible  asset  allocation  portfolio  that  invests in
   equities and fixed income securities worldwide. The company is located at 800
Scudders Mill Road, Plainsboro, NJ 08543-9011.                            

MORGAN STANLEY ASSET MANAGEMENT INC.                                      

   Morgan  Stanley  Asset  Management  Inc.  (MSAM)  provides  a broad  range of
   portfolio  management  services to customers in the United  States and abroad
   and serves as an  investment  adviser to  numerous  open-end  and  closed-end
   investment  companies.  MSAM,  together  with  its  affiliated  institutional
   investment  management  companies,  had approximately  $146 billion in assets
   under  management  and fiduciary  care as of December 31, 1997.  MSAM advises
   Morgan Stanley Emerging Markets Equity,  an international  equity  portfolio.
   MSAM is a subsidiary of Morgan  Stanley,  Dean Witter & Co. and is located at
1221 Avenue of the Americas, New York, NY 10020.                          

PUTNAM INVESTMENT MANAGEMENT, INC.                                        

   Putnam  Investment  Management,  Inc. (PUTNAM) has been managing mutual funds
   since 1937. As of December 31, 1997,  Putnam and its affiliates  managed more
   than $235 billion in assets.  Putnam advises EQ/Putnam  Balanced,  a balanced
   stock and bond  portfolio  and EQ/Putnam  Growth & Income  Value,  a domestic
   equity  portfolio.  Putnam  is an  indirect  subsidiary  of Marsh &  McLennan
 Companies, Inc. and is located at One Post Office Square, Boston, MA 02109.

T. ROWE PRICE ASSOCIATES, INC. AND ROWE PRICE-FLEMING INTERNATIONAL, INC. 

   Founded in 1937,  T. Rowe Price  Associates,  Inc.  (T. ROWE PRICE)  provides
   investment  management  to  both  individuals  and  institutions.   With  its
   affiliates, assets under management were over $126 billion as of December 31,
   1997. T. Rowe Price advises T. Rowe Price Equity  Income,  a domestic  equity
   portfolio.  The company is located at 100 East Pratt  Street,  Baltimore,  MD
21202.                                                                    

   Rowe  Price-Fleming  International,  Inc.,  (PRICE-FLEMING)  was founded as a
   joint  venture  between T. Rowe Price and Robert  Fleming  Holdings,  Ltd., a
   diversified British investment  organization.  Price-Fleming's  predominately
   non-U.S.  assets under  management were the equivalent to  approximately  $30
   billion  as of  December  31,  1997.  Price-Fleming  advises  T.  Rowe  Price
   International  Stock, an international equity portfolio and is located at 100
East Pratt Street, Baltimore, MD 21202.                                   

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WARBURG PINCUS ASSET MANAGEMENT, INC.                                     

   Warburg Pincus Asset  Management,  Inc.  (WPAM) is a professional  investment
   advisory  firm which  provides  services to  investment  companies,  employee
   benefit plans,  endowment  funds,  foundations,  and other  institutions  and
   individuals.  Assets under management were approximately  $19.6 billion as of
   December 31, 1997. WPAM is indirectly controlled by Warburg,  Pincus & Co., a
   New York partnership, which serves as a holding company of WPAM. WPAM advises
   Warburg  Pincus Small Company  Value,  an aggressive  equity  portfolio.  The
company is located at 466 Lexington Avenue, New York, NY 10017.           

   Additional information regarding each of the companies which serve as an EQAT
adviser appears in the EQAT prospectus beginning after the HRT prospectus.

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

                                                                      PAGE
                                                                      ----

Part 1:     Accumulation Unit Values                                       2    

Part 2:     Annuity Unit Values                                            2    

Part 3:     Custodian and Independent Accountants                          3    

Part 4:     Alliance Money Market Fund, Alliance Intermediate                   
Government Securities Fund and Alliance High Yield      
        Fund Yield Information                                         3

Part 5:     Long-Term Market Trends                                        4    

Part 6:     Financial Statements                                           6    

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

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

Please  send me an  Accumulator  SAI  dated  May 1,  1998  for  the  Accumulator
Prospectus dated May 1, 1996 as supplemented on May 1 and December 31, 1997:    

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

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

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

IM-98-ACC596                            8                                       

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 EQUITABLE ACCUMULATOR(SM)(IRA, NQ AND QP)
 STATEMENT OF ADDITIONAL INFORMATION

 MAY 1, 1998

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

COMBINATION VARIABLE AND
 FIXED DEFERRED ANNUITY CERTIFICATES

FUNDED THROUGH THE
 INVESTMENT FUNDS OF SEPARATE ACCOUNT NO. 45

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------------------------------------------------
                                                        EQUITY SERIES                                                          
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
   DOMESTIC EQUITY                           INTERNATIONAL EQUITY                      AGGRESSIVE EQUITY                       
     Alliance Common Stock                     Alliance Global                           Alliance Aggressive Stock             
     Alliance Growth & Income                  Alliance International                    Alliance Small Cap Growth             
     BT Equity 500 Index                       BT International Equity Index             BT Small Company Index                
     EQ/Putnam Growth & Income Value           Morgan Stanley Emerging Markets           MFS Emerging Growth Companies         
     MFS Research                                Equity                                  Warburg Pincus Small Company Value    
     Merrill Lynch Basic Value Equity          T. Rowe Price International Stock                                               
     T. Rowe Price Equity Income                                                                                               
-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------
         ASSET ALLOCATION SERIES                                          FIXED INCOME SERIES                                  
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
     Alliance Conservative Investors         AGGRESSIVE FIXED INCOME                   DOMESTIC FIXED INCOME                   
     Alliance Growth Investors                 Alliance High Yield                       Alliance Intermediate Government      
     EQ/Putnam Balanced                                                                    Securities                          
     Merrill Lynch World Strategy                                                        Alliance Money Market                 
-------------------------------------------------------------------------------------------------------------------------------
                                     Alliance Equity Index (AVAILABLE ONLY UNDER APO PLUS)                                     
-------------------------------------------------------------------------------------------------------------------------------

ISSUED BY:
 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
--------------------------------------------------------------------------------
   Home Office:              1290 Avenue of the Americas, New York, NY 10104
 Processing Office:        Post Office Box 1547, Secaucus, NJ 07096-1547
--------------------------------------------------------------------------------

This statement of additional information (SAI) is not a prospectus. It should be
read in  conjunction  with  the  Separate  Account  No.  45  prospectus  for the
Equitable  Accumulator,  dated May 1, 1998. 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, by calling 1-800-789-7771, toll-free, or by contacting your agent.      

--------------------------------------------------------------------------------
 STATEMENT OF ADDITIONAL INFORMATION
 TABLE OF CONTENTS
--------------------------------------------------------------------------------
                                                                          PAGE
--------------------------------------------------------------------------------
Part  1    Minimum Distribution Withdrawals --                                  
          Traditional IRA Certificates                                       2
--------------------------------------------------------------------------------
Part  2    Accumulation Unit Values                                           2 
--------------------------------------------------------------------------------
Part  3    Annuity Unit Values                                                2 
--------------------------------------------------------------------------------
Part  4    Custodian and Independent Accountants                              3 
--------------------------------------------------------------------------------
Part  5    Alliance Money Market Fund, Alliance Intermediate Government         
          Securities Fund and Alliance High Yield Fund Yield Information     3
--------------------------------------------------------------------------------
Part  6    Long-Term Market Trends                                            4 
--------------------------------------------------------------------------------
Part  7    Key Factors in Retirement Planning                                 6 
--------------------------------------------------------------------------------
Part  8    Financial Statements                                              10 
--------------------------------------------------------------------------------

 Copyright 1998 The Equitable Life Assurance Society
of the United States, 
New York, New York 10104. 
All rights reserved.
Accumulator is a service mark of
The Equitable Life Assurance Society of the United States.

(IMSAI 5/98)                                                                    

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PART 1 -- MINIMUM DISTRIBUTION WITHDRAWALS -- TRADITIONAL IRA CERTIFICATES      

If  you  elect  Minimum  Distribution  Withdrawals  described  in  Part 5 of the
prospectus, each year we calculate the Minimum Distribution Withdrawal amount by
using the value of your  Traditional IRA as of December 31 of the prior calendar
year.  We then  calculate the minimum  distribution  amount based on the various
choices you make. This  calculation  takes into account  withdrawals made during
the  current  calendar  year but  prior to the date we  determine  your  Minimum
Distribution   Withdrawal   amount,   except  that  when  Minimum   Distribution
Withdrawals  are  elected  in the  year in  which  you  attain  age 71  1/2,  no
adjustment will be made for any  withdrawals  made between January 1 and April 1
in satisfaction of the minimum distribution requirement for the prior year.     

An election can also be made (1) to have us recalculate your life expectancy, or
joint  life  expectancies,  each  year  or (2) to have us  determine  your  life
expectancy,  or joint life  expectancies,  once and then subtract one year, each
year, from that amount.  The joint life options are only available if the spouse
is the beneficiary. However, if you first elect Minimum Distribution Withdrawals
after April 1 of the year  following  the calendar  year in which you attain age
70 1/2, option (1) will apply.                                                  

--------------------------------------------------------------------------------
PART 2 -- ACCUMULATION UNIT VALUES                                              

Accumulation  Unit Values are determined at the end of each Valuation Period for
each of the Investment Funds. Other annuity contracts and certificates which may
be offered by us will have their own accumulation unit values for the Investment
Funds which may be different from those for the Equitable Accumulator.          

The  Accumulation  Unit Value for an Investment Fund for any Valuation Period is
equal  to the  Accumulation  Unit  Value  for  the  preceding  Valuation  Period
multiplied  by the Net  Investment  Factor  for  that  Investment  Fund for that
Valuation Period. The NET INVESTMENT FACTOR is:                                 

(a/b) - c                                                             

where:                                                                          

(a)  is the value of the Investment Fund's shares of the corresponding Portfolio
     at the end of the  Valuation  Period  before  giving  effect to any amounts
     allocated  to or  withdrawn  from the  Investment  Fund  for the  Valuation
     Period.  For this purpose,  we use the share value reported to us by HRT or
EQAT, as applicable.                                                  

(b)  is the value of the Investment Fund's shares of the corresponding Portfolio
     at the end of the preceding  Valuation Period (after any amounts  allocated
or withdrawn for that Valuation Period).                              

(c)  is the daily  Separate  Account  mortality  and  expense  risks  charge and
     administration  charge  relating to the  Certificates,  times the number of
     calendar  days in the  Valuation  Period.  These  daily  charges  are at an
effective annual rate not to exceed a total of 1.35%.                 

--------------------------------------------------------------------------------
PART 3 -- ANNUITY UNIT VALUES                                                   

The  annuity  unit  value  for each  Investment  Fund was fixed at $1.00 on each
Fund's  respective  effective date (as shown in the prospectus) for Certificates
with assumed base rates of net  investment  return of both 5% and 3 1/2% a year.
For each Valuation  Period after that date, it is the annuity unit value for the
immediately preceding Valuation Period multiplied by the adjusted Net Investment
Factor  under the  Certificate.  For each  Valuation  Period,  the  adjusted Net
Investment  Factor is equal to the Net Investment Factor reduced for each day in
the Valuation Period by:                                                        

o  .00013366  of the Net  Investment  Factor  if the  assumed  base  rate of net
investment return is 5% a year; or                                        

o  .00009425  of the Net  Investment  Factor  if the  assumed  base  rate of net
investment return is 3 1/2%.                                              

Because of this adjustment,  the annuity unit value rises and falls depending on
whether the actual rate of net investment return (after deduction of charges) is
higher or lower than the assumed base rate.                                     

All Certificates have a 5% assumed base rate of net investment return, except in
states where that rate is not permitted.  Annuity  payments  under  Certificates
with an assumed  base rate of 3 1/2% will at first be smaller  than those  under
Certificates   with  a  5%  assumed  base  rate.   Payments  under  the  3  1/2%
Certificates,  however,  will rise more rapidly when unit values are rising, and
payments  will fall more slowly when unit values are falling than those under 5%
Certificates.                                                                   

The amounts of variable annuity payments are determined as follows:             

Payments  normally start on the Business Day specified on your election form, or
on such other future date as specified  therein and are made on a monthly basis.
The first three payments are of equal amounts.  Each of the first three payments
will be based on the  amount  specified  in the  Tables  of  Guaranteed  Annuity
Payments in the Certificate.                                                    

The first  three  payments  depend on the  assumed  base rate of net  investment
return and the form of annuity chosen (and any fixed period or period  certain).
If the                                                                          

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annuity  involved  a  life  contingency,  the  risk  class  and  the  age of the
annuitants will affect payments.                                                

The  amount of the  fourth and each later  payment  will vary  according  to the
investment  performance of the Investment  Funds.  Each monthly  payment will be
calculated by  multiplying  the number of annuity units  credited by the average
annuity unit value for the second calendar month  immediately  preceding the due
date of the  payment.  The number of units is  calculated  by dividing the first
monthly  payment  by the  annuity  unit  value for the  Valuation  Period  which
includes the due date of the first  monthly  payment.  The average  annuity unit
value is the average of the annuity unit values for the Valuation Periods ending
in that month.  Variable  income  annuities  may also be  available  by separate
prospectus through the Investment Funds of other separate accounts we offer.    

Illustration of Changes in Annuity Unit Values                                  

To show how we determine  variable annuity payments from month to month,  assume
that the Annuity Account Value on an Annuity Commencement Date is enough to fund
an annuity  with a monthly  payment of $363 and that the annuity  unit value for
the Valuation  Period that includes the due date of the first annuity payment is
$1.05.  The number of annuity units  credited under the contract would be 345.71
(363 divided by 1.05 = 345.71).                                                 

If the fourth  monthly  payment is due in March,  and the average  annuity  unit
value for January was $1.10,  the annuity  payment for March would be the number
of units (345.71) times the average annuity unit value ($1.10),  or $380.28.  If
the average annuity unit value was $1 in February, the annuity payment for April
would be 345.71 times $1, or $345.71.                                           

--------------------------------------------------------------------------------
PART 4 -- CUSTODIAN AND INDEPENDENT ACCOUNTANTS                                 

Equitable  Life is the  custodian for shares of each trust owned by the Separate
Account.                                                                        

The financial  statements of the Separate  Account for the period ended December
31, 1997 and 1996, and the consolidated  financial  statements of Equitable Life
at December 31, 1997 and 1996 and for each of the three years ended December 31,
1997 included in the SAI have been audited by Price Waterhouse LLP.             

The financial  statements of the Separate  Account for the period ended December
31, 1997 and 1996, and the consolidated  financial  statements of Equitable Life
at December 31, 1997 and 1996 and for each of the three years ended December 31,
1997  included  in this SAI have been so  included in reliance on the reports of
Price Waterhouse LLP,  independent  accountants,  given on the authority of such
firm as experts in accounting and auditing.                                     

--------------------------------------------------------------------------------
PART 5 -- ALLIANCE MONEY MARKET FUND, ALLIANCE INTERMEDIATE GOVERNMENT          
SECURITIES FUND AND ALLIANCE HIGH YIELD FUND YIELD INFORMATION            

Alliance Money Market Fund                                                      

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

Accumulation  Unit Values  reflect all other  accrued  expenses of the  Alliance
Money  Market Fund but do not  reflect  any  withdrawal  charges,  the  optional
benefit  charge or charges for  applicable  taxes such as state or local premium
taxes. Under the Special Dollar Cost Averaging program, Accumulation Unit Values
also  do  not  reflect  the   mortality   and  expense   risks  charge  and  the
administration charge.                                                          

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

The effective yield is obtained by modifying the current yield to give effect to
the  compounding  nature of the Alliance  Money Market  Fund's  investments,  as
follows:  the  unannualized  adjusted base period return is compounded by adding
one to the adjusted base period return,  raising the sum to a power equal to 365
divided by 7, and subtracting one from the result, i.e., effective yield = (base
period  return +  1)[superscript:  365/7] - 1. The  Alliance  Money  Market Fund
yields will fluctuate  daily.  Accordingly,  yields for any given period are not
necessarily  representative  of  future  results.  In  addition,  the  value  of
Accumulation  Units of the  Alliance  Money Market Fund will  fluctuate  and not
remain constant.                                                                

Alliance Intermediate Government Securities Fund and Alliance High Yield Fund   

The Alliance  Intermediate  Government  Securities  and Aliance High Yield Funds
calculate  yield  information  for  30-day  periods.  The 30-day  current  yield
calculation is based on a hypothetical Certificate with one Accumulation Unit at
the  beginning of the period.  To                                               

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determine  the 30-day rate of return,  the net change in the  Accumulation  Unit
Value is computed by subtracting the Accumulation Unit Value at the beginning of
the period from an Accumulation Unit Value, exclusive of capital changes, at the
end of the period.                                                              

Accumulation  Unit Values  reflect all other  accrued  expenses of the  Alliance
Intermediate  Government  Securities  or  Alliance  High  Yield  Fund but do not
reflect the withdrawal charge, the Combined Guaranteed Minimum Death Benefit and
Guaranteed  Minimum Income  Benefit  Charge or any charges for applicable  taxes
such as state or local premium taxes.                                           

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

The effective yield is obtained by modifying the current yield to give effect to
the compounding  nature of the Alliance  Intermediate  Government  Securities or
Alliance High Yield Fund's investments,  as follows:  the unannualized  adjusted
base  period  return is  compounded  by adding one to the  adjusted  base period
return,  raising the sum to a power equal to 365 divided by 30, and  subtracting
one  from  the  result,   i.e.,   effective   yield  =  (base  period  return  +
1)[superscript: 365/30] - 1. The yields for the Alliance Intermediate Government
Securities  and Alliance  High Yield Funds will  fluctuate  daily.  Accordingly,
yields  for any  given  period  are not  necessarily  representative  of  future
results.  In  addition,   the  value  of  Accumulation  Units  of  the  Alliance
Intermediate  Government Securities and Alliance High Yield Funds will fluctuate
and not remain constant.                                                        

Alliance Money Market Fund, Alliance Intermediate Government Securities         
Fund and Alliance High Yield Fund Yield Information                             

The yields for the Alliance Money Market Fund, Alliance Intermediate  Government
Securities  Fund and  Alliance  High Yield  Fund  reflect  charges  that are not
normally reflected in the yields of other investments and therefore may be lower
when  compared  with yields of other  investments.  The Yields for the  Alliance
Money  Market  Fund,  Alliance  Intermediate   Government  Securities  Fund  and
Allliance  High Yield Fund  should not be  compared  to the return on fixed rate
investments which guarantee rates of interest for specified periods, such as the
Guarantee  Periods.  Nor  should the  yields be  compared  to the yield of money
market funds made available to the general public.                              

Because the  Equitable  Accumulator  Certificates  were not offered prior to the
date of the prospectus and SAI, no yield information is presented.              

--------------------------------------------------------------------------------
PART 6 -- LONG-TERM MARKET TRENDS                                               

As a tool for  understanding  how  different  investment  strategies  may affect
long-term  results,  it may be useful to  consider  the  historical  returns  on
different types of assets. The following charts present historical return trends
for various types of securities.  The information presented,  while not directly
related  to  the  performance  of the  Investment  Funds,  helps  to  provide  a
perspective on the potential  returns of different  asset classes over different
periods of time.  By  combining  this  information  with  knowledge  of your own
financial  needs  (e.g.,  the length of time until you  retire,  your  financial
requirements at retirement), you may be able to better determine how you wish to
allocate contributions among the Investment Funds.                              

Historically,   the  long-term  investment  performance  of  common  stocks  has
generally  been superior to that of long- or  short-term  debt  securities.  For
those investors who have many years until retirement,  or whose primary focus is
on long-term growth  potential and protection  against  inflation,  there may be
advantages  to allocating  some or all of their  Annuity  Account Value to those
Investment Funds that invest in stocks.                                         

Growth of $1 Invested on January 1, 1957
(Values are as of last business day)

[THE FOLLOWING DATA WAS REPRESENTED AS A                                        
SHADED AREA GRAPH IN THE TYPESET DOCUMENT:]                                     

Common Stock    Inflation                       
1957                 0.89         1.03                                    
1958                 1.28         1.05                                    
1959                 1.43         1.06                                    
1960                 1.44         1.08                                    
1961                 1.83         1.09                                    
1962                 1.67         1.10                                    
1963                 2.05         1.12                                    
1964                 2.38         1.13                                    
1965                 2.68         1.15                                    
1966                 2.41         1.19                                    
1967                 2.99         1.23                                    
1968                 3.32         1.29                                    
1969                 3.04         1.36                                    
1970                 3.16         1.44                                    
1971                 3.61         1.49                                    
1972                 4.30         1.54                                    
1973                 3.67         1.67                                    
1974                 2.70         1.88                                    
1975                 3.70         2.01                                    
1976                 4.58         2.11                                    
1977                 4.25         2.25                                    
1978                 4.53         2.45                                    
1979                 5.37         2.78                                    
1980                 7.11         3.12                                    
1981                 6.76         3.40                                    
1982                 8.20         3.54                                    
1983                10.05         3.67                                    
1984                10.68         3.81                                    
1985                14.11         3.96                                    
1986                16.72         4.00                                    
1987                17.60         4.18                                    
1988                20.55         4.36                                    
1989                27.03         4.57                                    
1990                26.17         4.85                                    
1991                34.16         4.99                                    
1992                36.78         5.14                                    
1993                40.46         5.28                                    
1994                40.99         5.42                                    
1995                56.33         5.56                                    
1996                69.33         5.74                                    
1997                92.44         5.85                                    

[WHITE AREA = COMMON STOCK]                                                     
[BLACK AREA = INFLATION]                                                        

[END OF GRAPHICALLY REPRESENTED DATA]                                           

Source:  Ibbotson Associates,  Inc. See discussion and information preceding and
following chart on next page.                                                   

Over shorter periods of time, however,  common stocks tend to be subject to more
dramatic changes in value than fixed-income (debt) securities. Investors who are
nearing retirement age, or who have a need to limit short-term risk, may find it
preferable to allocate a smaller  percentage  of their Annuity  Account Value to

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those  Investment  Funds  that  invest in common  stocks.  The  following  graph
illustrates the monthly  fluctuations in value of $1 based on monthly returns of
the  Standard & Poor's 500 during  1990,  a year that  represents  more  typical
volatility than 1997.                                                           

Growth of $1 Invested on January 1, 1990
(Values are as of last business day)

[THE FOLLOWING DATA WAS REPRESENTED AS A BLACK & WHITE LINE GRAPH               
IN THE TYPESET DOCUMENT:]                                                       

Intermediate-Term           
           Govt. Bonds               Common Stocks
1/1/90                      1.00                      1.00                  
Jan.                        0.99                      0.93                  
Feb.                        0.99                      0.94                  
Mar.                        0.99                      0.97                  
Apr.                        0.98                      0.95                  
May                         1.01                      1.04                  
June                        1.02                      1.03                  
July                        1.04                      1.03                  
Aug.                        1.03                      0.93                  
Sep.                        1.04                      0.89                  
Oct.                        1.06                      0.89                  
Nov.                        1.08                      0.94                  
Dec.                        1.10                      0.97                  

[BLACK DOTS = INTERMEDIATE-TERM GOVT. BONDS]                                    
[WHITE DOTS = COMMON STOCKS]                                                    

[END OF GRAPHICALLY REPRESENTED DATA]                                           

Source:  Ibbotson Associates,  Inc. See discussion and information preceding and
following chart on next page.                                                   

The following  chart  illustrates  average  annual rates of return over selected
time periods between December 31, 1926 and December 31, 1997 for different types
of securities:  common stocks,  long-term government bonds,  long-term corporate
bonds,   intermediate-term   government  bonds  and  U.S.  Treasury  Bills.  For
comparison  purposes,  the  Consumer  Price  Index  is  shown  as a  measure  of
inflation.  The  average  annual  returns  shown in the  chart  reflect  capital
appreciation  and  assume  the  reinvestment  of  dividends  and  interest.   No
investment management fees or expenses, and no charges typically associated with
deferred annuity products, are reflected.                                       

The  information  presented is merely a summary of past experience for unmanaged
groups  of  securities  and is  neither  an  estimate  nor  guarantee  of future
performance.  Any  investment in securities,  whether  equity or debt,  involves
varying  degrees of potential  risk, in addition to offering  varying degrees of
potential reward.                                                               

The  rates of  return  illustrated  do not  represent  returns  of the  Separate
Account.  In  addition,  there  is no  assurance  that  the  performance  of the
Investment Funds will correspond to rates of return such as those illustrated in
the chart.                                                                      

For a comparative  illustration of performance  results of the Investment  Funds
(which  reflect  the  trusts  and  Separate  Account  charges),  see  "Part  10:
Investment Performance" in the prospectus.                                      

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------------------------------------------------
                                                        MARKET TRENDS:                                                         
                                             ILLUSTRATIVE ANNUAL RATES OF RETURN                                               
-------------------------------------------------------------------------------------------------------------------------------
                                                                     LONG-TERM    INTERMEDIATE-      U.S.                      
FOR THE FOLLOWING PERIODS               COMMON        LONG-TERM      CORPORATE        TERM         TREASURY       CONSUMER     
ENDING 12/31/97:                        STOCKS       GOVT. BONDS       BONDS       GOVT. BONDS       BILLS       PRICE INDEX   
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
    1 Year                              33.36%         15.85%         12.95%          8.38%          5.26%          1.92%      
    3 Years                             31.15%         14.76%         13.36%          8.93%          5.35%          2.59%      
    5 Years                             20.24%         10.51%          9.22%          6.40%          4.57%          2.64%      
   10 Years                             18.05%         11.32%         10.85%          8.33%          5.44%          3.43%      
   20 Years                             16.65%         10.39%         10.29%          9.51%          7.29%          4.90%      
   30 Years                             12.12%          8.63%          8.86%          8.52%          6.77%          5.34%      
   40 Years                             12.30%          6.71%          7.09%          7.10%          5.85%          4.44%      
   50 Years                             13.12%          5.70%          6.07%          6.04%          4.99%          3.94%      
   60 Years                             12.53%          5.31%          5.54%          5.44%          4.18%          4.11%      
Since 12/31/26                          10.99%          5.19%          5.71%          5.25%          3.77%          3.17%      
Inflation adjusted since 1926            7.58%          1.96%          2.46%          2.02%          0.58%            --       
-------------------------------------------------------------------------------------------------------------------------------

SOURCE:  Ibbotson,  Roger G., and Rex A. Sinquefield,  Stocks, Bonds, Bills, and
Inflation  (SBBI),  1982,  updated in Stocks,  Bonds,  Bills and Inflation  1998
Yearbook,(TM) Ibbotson Associates, Inc., Chicago. All rights reserved.          

COMMON  STOCKS (S&P 500)--  Standard and Poor's  Composite  Index,  an unmanaged
weighted  index of the  stock  performance  of 500  industrial,  transportation,
utility and financial companies.                                                

LONG-TERM  GOVERNMENT BONDS -- Measured using a one-bond  portfolio  constructed
each year  containing a bond with  approximately  a  twenty-year  maturity and a
reasonably current coupon.                                                      

LONG-TERM  CORPORATE  BONDS  -- For the  period  1969-1997,  represented  by the
Salomon  Brothers  Long-Term,  High-Grade  Corporate Bond Index;  for the period
1946-1968,  the Salomon  Brothers  Index was backdated  using  Salomon  Brothers
monthly  yield data and a methodology                                           

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similar  to  that  used by  Salomon  Brothers  for  1969-1997;  for  the  period
1926-1945,  the Standard and Poor's monthly High-Grade Corporate Composite yield
data were used, assuming a 4 percent coupon and a twenty-year maturity.         

INTERMEDIATE-TERM   GOVERNMENT  BONDS  --  Measured  by  a  one-bond   portfolio
constructed each year containing a bond with approximately a five-year maturity.

U.S.  TREASURY BILLS-- Measured by rolling over each month a one-bill  portfolio
containing,  at the  beginning  of each  month,  the bill  having  the  shortest
maturity not less than one month.                                               

INFLATION  --  Measured  by the  Consumer  Price  Index for all Urban  Consumers
(CPI-U), not seasonally adjusted.                                               

--------------------------------------------------------------------------------
PART 7 -- KEY FACTORS IN RETIREMENT PLANNING                                    

INTRODUCTION                                                                    

The Equitable  Accumulator is available to help meet the  retirement  income and
investment needs of individuals.  In assessing these retirement  needs, some key
factors need to be  addressed:  (1) the impact of inflation on fixed  retirement
incomes;  (2) the importance of planning early for retirement;  (3) the benefits
of tax deferral;  (4) the selection of an appropriate  investment strategy;  and
(5) the benefit of annuitization. Each of these factors is addressed below.     

Unless otherwise noted, all of the following presentations use an assumed annual
rate  of  return  of 7.5%  compounded  annually.  This  rate  of  return  is for
illustrative  purposes  only and is not  intended  to  represent  an expected or
guaranteed rate of return for any investment vehicle.                           

In addition,  unless  otherwise  noted,  none of the  illustrations  reflect any
charges that may be applied under a particular  investment vehicle. Such charges
would effectively reduce the actual return under any investment vehicle.        

All  earnings in these  presentations  are assumed to  accumulate  tax  deferred
unless otherwise noted. Most programs designed for retirement  savings offer tax
deferral.  Monies are taxed upon  withdrawal  and a 10% penalty tax may apply to
premature  withdrawals.  Certain retirement programs prohibit early withdrawals.
See "Part 8: Tax Aspects of the Certificates" of the prospectus. Where taxes are
taken into consideration in these presentations, a 28% tax rate is assumed.     

The source of the data used by us to compile  the  charts  which  appear in this
section  (other  than  charts 1, 2, 3, 4 and 7) is  Ibbotson  Associates,  Inc.,
Chicago,  Stocks,  Bonds,  Bills  and  Inflation  1998  Yearbook.(TM)All  rights
reserved.                                                                       

In reports or other communications or in advertising  material,  we may make use
of these or other graphic or numerical illustrations that we prepare showing the
impact  of   inflation,   planning   early   for   retirement,   tax   deferral,
diversification and other concepts important to retirement planning.            

INFLATION                                                                       

Inflation erodes purchasing  power. This means that, in an inflationary  period,
the dollar is worth less as time  passes.  Because  many  people live on a fixed
income during retirement, inflation is of particular concern to them. The charts
that follow  illustrate  the  detrimental  impact of inflation  over an extended
period of time.  Between 1967 and 1997,  the average  annual  inflation rate was
5.34%.  As  demonstrated  in Chart 1, this 5.34% annual rate of inflation  would
cause the purchasing power of $35,000 to decrease to only $7,350 after 30 years.

In Chart 2, the  impact of  inflation  is  examined  from  another  perspective.
Specifically, the chart illustrates the additional income needed to maintain the
purchasing  power of $35,000 over a  thirty-year  period.  Again,  the 1967-1997
historical inflation rate of 5.34% is used. In this case, an additional $131,675
would be required to maintain the purchasing power of $35,000 after 30 years.   

 CHART 1

[THE FOLLOWING DATA WAS REPRESENTED AS A                                        
SHADED VERTICAL BAR GRAPH IN THE TYPESET                                        
DOCUMENT:]                                                                      

(Income)                                    
Today             $35,000                                                       
10 Years          $20,803                                                       
20 Years          $12,365                                                       
30 Years           $7,350                                                       

[END OF GRAPHICALLY REPRESENTED DATA]                                           

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 CHART 2

[THE FOLLOWING DATA WAS REPRESENTED AS A SHADED                                 
VERTICAL BAR GRAPH IN THE TYPESET DOCUMENT:]                                    

Annual                                  
Income          Increase                
Needed            Needed                
Today              $35,000                                                      
10 Years           $58,885           $23,885                                    
20 Years           $99,069           $64,069                                    
30 Years          $166,675          $131,675                                    

[END OF GRAPHICALLY REPRESENTED DATA]                                           

STARTING EARLY                                                                  

The  impact of  inflation  accentuates  the need to begin a  retirement  program
early. The value of starting early is illustrated in the following charts.      

As shown in Chart 3, if an individual  makes annual  contributions  of $2,500 to
his or her retirement  program  beginning at age 30, he or she would  accumulate
$414,551 by age 65 under the assumptions  described earlier.  If that individual
waited until age 50, he or she would only accumulate $70,193 by age 65 under the
same assumptions.                                                               

 CHART 3

[THE FOLLOWING DATA WAS REPRESENTED AS A SHADED                                 
AREA GRAPH IN THE TYPESET DOCUMENT:]                                            

                                                        [Enlarge/Download Table]
                                                                                       
[BLACK:]  Age 50  $0       $0       $0       $0        $0   $15,610   $38,020   $70,193
[WHITE:]  Age 40  $0       $0       $0  $15,610   $38,020   $70,193  $116,381  $182,691
[GRAY:]   Age 30  $0  $15,610  $38,020  $70,193  $116,381  $182,691  $277,886  $414,551

[END OF GRAPHICALLY REPRESENTED DATA]                                           

In Table 1, the impact of starting early is demonstrated in another format.  For
example,  if an  individual  invests $300  monthly,  he or she would  accumulate
$387,193 in thirty years under our assumptions.  In contrast, if that individual
invested the same $300 per month for 15 years,  he or she would  accumulate only
$97,804 under our assumptions.                                                  

TABLE 1                           
-------------------------------------------------------------                   
MONTHLY                                                                       
CONTRI-     YEAR      YEAR      YEAR      YEAR      YEAR                      
BUTION      10        15        20        25        30                      
-------------------------------------------------------------                   
$  20    $  3,532  $  6,520 $  10,811 $  16,970 $  25,813                 
50       8,829    16,301    27,027    42,425    64,532              
100      17,659    32,601    54,053    84,851   129,064               
200      35,317    65,202   108,107   169,701   258,129               
300      52,976    97,804   162,160   254,552   387,193               
-------------------------------------------------------------                   

Chart 4 presents an additional  way to  demonstrate  the  significant  impact of
starting to make  contributions  to a  retirement  program  earlier  rather than
later. It assumes that an individual had a goal to accumulate  $250,000 (pretax)
by age 65. If he or she starts at age 30, under our  assumptions he or she could
reach the goal by making a monthly pretax  contribution  of $130  (equivalent to
$93 after taxes).  The total net cost for the  30-year-old in this  hypothetical
example would be $39,265. If the individual in this hypothetical  example waited
until age 50, he or she would have to make a monthly pretax contribution of $767
(equivalent to $552 after taxes) to attain the goal, illustrating the importance
of starting early.                                                              

 CHART 4

[THE FOLLOWING DATA WAS REPRESENTED AS A BLACK & WHITE                          
VERTICAL BAR GRAPH IN THE TYPESET DOCUMENT:]                                    

GOAL: $250,000 BY AGE 65              

                                       Tax Savings
                                  and Tax-deferred
       Start at:     Net Cost     Earnings at 7.5%
$93 a month             Age 30       $39,265             $210,735               
$212 a month            Age 40       $63,641             $186,359               
$552 a month            Age 50       $99,383             $150,617               

[BLACK BARS = NET COST]                                                         
[WHITE BARS = TAX SAVINGS AND TAX-DEFERRED EARNINGS AT 7.5%                     

[END OF GRAPHICALLY REPRESENTED DATA]                                           

TAX DEFERRAL                                                                    

Contributing  to a retirement  plan early is part of an  effective  strategy for
addressing  the  impact of  inflation.  Another  part of such a  strategy  is to
carefully  select  the  types of  retirement  programs  in which to  invest.  In
deciding where to invest retirement  contributions,  there are three basic types
of programs.                                                                    

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The first type offers the most tax benefits,  and therefore is  potentially  the
most beneficial for accumulating  funds for retirement.  Contributions  are made
with  pre-tax  dollars  or are tax  deductible  and  earnings  grow  income  tax
deferred.  An  example of this type of  program  is the  deductible  Traditional
Individual Retirement Annuity (IRA).                                            

The second type of program  also  provides  for  tax-deferred  earnings  growth;
however, contributions are made with after-tax dollars. Examples of this type of
program are nondeductible Traditional IRAs and non-qualified annuities.         

The third  approach to retirement  savings is fully taxable.  Contributions  are
made with after-tax  dollars and earnings are taxed each year.  Examples of this
type of program include certificates of deposit,  savings accounts,  and taxable
stock, bond or mutual fund investments.                                         

Consider an example. For the type of retirement program that offers both pre-tax
contributions and tax deferral, assume that a $2,000 annual pre-tax contribution
is made for  thirty  years.  In this  example,  the  retirement  funds  would be
$172,339 after thirty years (assuming a 7.5% rate of return,  no withdrawals and
assuming the deduction of the 1.35%  Separate  Account daily asset charge -- but
no withdrawal charge or other charges under the Certificate, or trust charges to
Portfolios), and such funds would be $222,309 without the effect of any charges.
Assuming a lump sum  withdrawal  was made in year thirty and a 28% tax  bracket,
these amounts would be $124,084 and $160,062, respectively.                     

For the type of program  that  offers  only tax  deferral,  assume an  after-tax
annual  contribution of $1,440 for thirty years and the same rate of return. The
after-tax  contribution  is derived by taxing the $2,000  pre-tax  contribution,
again assuming a 28% tax bracket. In this example, the retirement funds would be
$124,084   after  thirty  years   assuming  the  deduction  of  charges  and  no
withdrawals,  and  $160,062  without the effect of charges.  Assuming a lump sum
withdrawal  in year thirty,  the total  after-tax  amount would be $101,436 with
charges deducted and $127,341 without charges as described above.               

For the fully taxable investment, assume an after-tax contribution of $1,440 for
thirty years.  Earnings are taxed  annually.  After thirty years,  the amount of
this fully taxable investment is $108,046.                                      

Keep in mind that taxable  investments  have fees and charges,  too  (investment
advisory  fees,  administrative  charges,  12b-1 fees,  sales  loads,  brokerage
commissions, etc.). We have not attempted to apply these fees and charges to the
fully  taxable  amounts  since  this is  intended  merely as an  example  of tax
deferral.                                                                       

Again,  it must be emphasized that the assumed rate of return of 7.5% compounded
annually  used in these  examples is for  illustrative  purposes only and is not
intended to represent a guaranteed or expected rate of return on any  investment
vehicle.  Moreover,  early withdrawals of tax-deferred investments are generally
subject to a 10% penalty tax.                                                   

INVESTMENT OPTIONS                                                              

Selecting an appropriate  retirement  program is clearly an important part of an
effective  retirement  planning  strategy.  Carefully  choosing among Investment
Options is another essential component.                                         

During the 1967-1997  period,  common stock average annual returns  outperformed
the average annual  returns of fixed  investments  such as long-term  government
bonds and Treasury Bills (T-Bills).  See "Notes" below.  Common stocks earned an
average annual return of 12.12% over this period, in contrast to 8.63% and 6.77%
for the other two  investment  categories.  Significantly,  common stock returns
also outpaced inflation, which grew at 5.34% over this period.                  

Although  common  stock  returns  have  historically  outpaced  returns of fixed
investments,  people often allocate a significant percentage of their retirement
funds to fixed return investments.  Their primary concern is the preservation of
principal.  Given this concern,  Chart 5 illustrates the impact of exposing only
the  interest  generated  by a fixed  investment  to the stock  market.  In this
illustration,  the fixed investment is represented by a Treasury Bill return and
the stock investment is represented by the Standard & Poor's 500 ("S&P 500").   

The chart assumes that a $20,000 fixed  investment  was made on January 1, 1980.
If the interest on that investment  were to accumulate  based upon the return of
the S&P 500, the total  investment  would have been worth  $204,911 in 1997. Had
the interest been reinvested in the fixed investment, the fixed investment would
have grown to $69,070. As illustrated in Chart 5, significant  opportunities for
growth exist while preserving principal. See "Notes" below.                     

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 CHART 5

[THE FOLLOWING DATA WAS REPRESENTED AS A LINE GRAPH                             
IN THE TYPESET DOCUMENT:]                                                       

         $204,911 With Interest     $69,070 Without Interest
        Exposed to Stock           Exposed to Stock Market
Market (S&P 500)           (S&P 500)      

(Value as of Last Day of Year)        

1/1/80      20,000                     20,000                     
20,160                     20,160         
20,338                     20,339         
20,547                     20,586         
20,823                     20,845         
21,031                     21,014         
21,183                     21,142         
21,369                     21,254         
21,515                     21,390         
21,708                     21,550         
21,930                     21,755         
22,333                     21,964         
80      22,522                     22,252                 
22,619                     22,483         
22,888                     22,724         
23,239                     22,999         
23,386                     23,247         
23,637                     23,514         
23,878                     23,832         
24,129                     24,127         
24,156                     24,436         
24,196                     24,739         
24,659                     25,039         
25,079                     25,306         
81      25,118                     25,527                 
25,195                     25,731         
25,113                     25,968         
25,278                     26,222         
25,722                     26,518         
25,770                     26,799         
25,861                     27,057         
25,945                     27,341         
26,850                     27,549         
27,028                     27,689         
27,937                     27,852         
28,411                     28,028         
82      28,690                     28,216                 
29,131                     28,410         
29,492                     28,587         
29,965                     28,767         
30,862                     28,971         
30,943                     29,171         
31,495                     29,366         
31,284                     29,584         
31,627                     29,808         
31,938                     30,035         
31,930                     30,263         
32,348                     30,475         
83      32,418                     30,698                 
32,490                     30,931         
32,222                     31,150         
32,577                     31,378         
32,826                     31,632         
32,297                     31,879         
32,719                     32,118         
32,701                     32,381         
34,295                     32,650         
34,470                     32,931         
34,708                     33,260         
34,705                     33,503         
84      35,205                     33,717                 
36,503                     33,936         
36,845                     34,133         
37,000                     34,345         
37,089                     34,592         
38,272                     34,820         
38,673                     35,012         
38,748                     35,229         
38,744                     35,423         
38,262                     35,635         
39,208                     35,867         
40,706                     36,086         
85      41,803                     36,320                 
42,011                     36,524         
43,792                     36,717         
45,230                     36,938         
45,021                     37,130         
46,493                     37,312         
47,036                     37,506         
45,602                     37,701         
47,609                     37,874         
45,430                     38,045         
46,935                     38,220         
47,703                     38,369         
86      47,070                     38,557                 
50,789                     38,719         
52,147                     38,885         
53,115                     39,068         
52,912                     39,240         
53,327                     39,389         
55,086                     39,578         
56,925                     39,760         
58,441                     39,947         
57,685                     40,127         
49,695                     40,367         
47,333                     40,509         
87      49,428                     40,667                 
50,743                     40,785         
52,280                     40,972         
51,393                     41,152         
51,824                     41,342         
52,174                     41,553         
53,765                     41,756         
53,732                     41,969         
52,733                     42,217         
54,245                     42,478         
55,302                     42,738         
54,915                     42,981         
88      55,673                     43,252                 
58,362                     43,490         
57,529                     43,755         
58,548                     44,048         
60,672                     44,343         
62,465                     44,694         
62,377                     45,011         
66,323                     45,326         
67,365                     45,662         
67,310                     45,958         
66,344                     46,271         
67,446                     46,590         
89      68,687                     46,874                 
65,533                     47,142         
66,234                     47,410         
67,578                     47,714         
66,541                     48,043         
71,214                     48,370         
70,982                     48,674         
70,955                     49,005         
66,481                     49,329         
64,314                     49,625         
64,286                     49,962         
67,252                     50,247         
90      68,667                     50,548                 
70,922                     50,811         
74,664                     51,055         
76,053                     51,280         
76,316                     51,552         
78,820                     51,794         
76,216                     52,011         
78,945                     52,266         
80,422                     52,507         
79,523                     52,748         
80,405                     52,970         
78,042                     53,176         
91      84,752                     53,378                 
83,616                     53,560         
84,486                     53,710         
83,290                     53,892         
85,196                     54,065         
85,604                     54,216         
84,717                     54,390         
87,387                     54,558         
86,078                     54,700         
86,890                     54,842         
87,176                     54,969         
89,486                     55,095         
92      90,453                     55,249                 
91,013                     55,376         
92,016                     55,498         
93,614                     55,637         
91,858                     55,770         
93,843                     55,893         
94,136                     56,033         
93,836                     56,167         
96,699                     56,308         
96,183                     56,454         
97,774                     56,578         
97,093                     56,720         
93      98,087                     56,850                 
100,753                     56,992          
98,615                     57,112         
95,249                     57,266         
96,281                     57,421         
97,589                     57,605         
95,734                     57,783         
98,297                     57,945         
101,558                     58,159          
99,666                     58,375         
101,566                     58,596          
98,647                     58,813         
94      99,883                     59,072                 
102,044                     59,320          
105,307                     59,557          
107,925                     59,831          
110,571                     60,095          
114,257                     60,419          
116,566                     60,703          
119,871                     60,976          
120,235                     61,263          
124,521                     61,526          
124,249                     61,816          
128,920                     62,075          
95     131,033                     62,379                 
134,939                     62,648          
136,120                     62,892          
137,313                     63,137          
139,129                     63,428          
142,287                     63,694          
142,868                     63,949          
137,490                     64,237          
140,063                     64,500          
146,899                     64,784          
150,460                     65,056          
160,444                     65,322          
96     157,783                     65,623                 
166,429                     65,918          
167,693                     66,175          
161,635                     66,460          
170,177                     66,746          
179,496                     67,073          
186,683                     67,321          
200,004                     67,610          
190,078                     67,888          
199,486                     68,186          
193,575                     68,473          
201,690                     68,740          
97     204,911                     69,070                 

[END OF GRAPHICALLY REPRESENTED DATA]                                           

Another variation of the example in Chart 5 is to gradually  transfer  principal
from a fixed  investment  into the stock market.  Chart 6 assumes that a $20,000
fixed  investment was made on January 1, 1980.  For the next two years,  $540 is
transferred monthly into the stock market (represented by the S&P 500).         

The total investment, given this strategy, would have grown to $215,258 in 1997.
In contrast, had the principal not been transferred,  the fixed investment would
have grown to $69,070. See "Notes" below.                                       

 CHART 6

[THE FOLLOWING DATA WAS REPRESENTED AS A LINE GRAPH                             
IN THE TYPESET DOCUMENT:]                                                       

$215,258 With             $69,070 Without 
  Principal Transfer        Principal Transfer

(Value as of Last Day of Year)        

1/1/80      20,000                    20,000                      
20,540                    20,160          
20,702                    20,339          
20,770                    20,586          
21,068                    20,845          
21,425                    21,014          
21,659                    21,142          
22,000                    21,254          
22,149                    21,390          
22,394                    21,550          
22,623                    21,755          
23,446                    21,964          
80      23,372                    22,252                  
23,246                    22,483          
23,569                    22,724          
24,053                    22,999          
24,031                    23,247          
24,246                    23,514          
24,324                    23,832          
24,514                    24,127          
24,051                    24,436          
23,651                    24,739          
24,397                    25,039          
25,087                    25,306          
81      24,857                    25,527                  
24,193                    25,731          
23,594                    25,968          
23,618                    26,222          
24,248                    26,518          
23,995                    26,799          
23,892                    27,057          
23,731                    27,341          
25,407                    27,549          
25,647                    27,689          
27,281                    27,852          
28,031                    28,028          
82      28,386                    28,216                  
29,041                    28,410          
29,568                    28,587          
30,282                    28,767          
31,737                    28,971          
31,721                    29,171          
32,549                    29,366          
32,000                    29,584          
32,424                    29,808          
32,790                    30,035          
32,616                    30,263          
33,176                    30,475          
83      33,142                    30,698                  
33,104                    30,931          
32,544                    31,150          
32,969                    31,378          
33,202                    31,632          
32,246                    31,879          
32,767                    32,118          
32,593                    32,381          
34,841                    32,650          
34,959                    32,931          
35,133                    33,260          
35,058                    33,503          
84      35,692                    33,717                  
37,434                    33,936          
37,844                    34,133          
37,970                    34,345          
37,984                    34,592          
39,531                    34,820          
40,023                    35,012          
40,038                    35,229          
39,976                    35,423          
39,254                    35,635          
40,428                    35,867          
42,341                    36,086          
85      43,701                    36,320                  
43,926                    36,524          
46,184                    36,717          
47,968                    36,938          
47,659                    37,130          
49,498                    37,312          
50,136                    37,506          
48,265                    37,701          
50,769                    37,874          
47,982                    38,045          
49,830                    38,220          
50,767                    38,369          
86      49,918                    38,557                  
54,519                    38,719          
56,165                    38,885          
57,317                    39,068          
57,035                    39,240          
57,525                    39,389          
59,630                    39,578          
61,849                    39,760          
63,662                    39,947          
62,711                    40,127          
52,932                    40,367          
50,090                    40,509          
87      52,585                    40,667                  
54,165                    40,785          
55,951                    40,972          
54,862                    41,152          
55,344                    41,342          
55,720                    41,553          
57,582                    41,756          
57,509                    41,969          
56,280                    42,217          
58,018                    42,478          
59,225                    42,738          
58,749                    42,981          
88      59,588                    43,252                  
62,695                    43,490          
61,691                    43,755          
62,824                    44,048          
65,234                    44,343          
67,232                    44,694          
67,118                    45,011          
71,581                    45,326          
72,728                    45,662          
72,661                    45,958          
71,544                    46,271          
72,760                    46,590          
89      74,150                    46,874                  
70,617                    47,142          
71,385                    47,410          
72,851                    47,714          
71,676                    48,043          
76,833                    48,370          
76,576                    48,674          
76,526                    49,005          
71,611                    49,329          
69,246                    49,625          
69,192                    49,962          
72,438                    50,247          
90      73,964                    50,548                  
76,420                    50,811          
80,470                    51,055          
81,977                    51,280          
82,241                    51,552          
84,947                    51,794          
82,165                    52,011          
85,076                    52,266          
86,666                    52,507          
85,709                    52,748          
86,662                    52,970          
84,157                    53,176          
91      91,300                    53,378                  
90,106                    53,560          
91,047                    53,710          
89,770                    53,892          
91,798                    54,065          
92,244                    54,216          
91,302                    54,390          
94,130                    54,558          
92,765                    54,700          
93,626                    54,842          
93,940                    54,969          
96,377                    55,095          
92      97,388                    55,249                  
97,994                    55,376          
99,055                    55,498          
100,732                    55,637           
98,899                    55,770          
100,989                    55,893           
101,297                    56,033           
100,991                    56,167           
103,992                    56,308           
103,458                    56,454           
105,136                    56,578           
104,425                    56,720           
93     105,474                    56,850                  
108,259                    56,992           
106,046                    57,112           
102,533                    57,266           
103,617                    57,421           
104,976                    57,605           
103,062                    57,783           
105,741                    57,945           
109,118                    58,159           
107,170                    58,375           
109,151                    58,596           
106,146                    58,813           
94     107,426                    59,072                  
109,681                    59,320           
113,071                    59,557           
115,775                    59,831           
118,526                    60,095           
122,319                    60,419           
124,733                    60,703           
128,155                    60,976           
128,547                    61,263           
132,973                    61,526           
132,710                    61,816           
137,525                    62,075           
95     139,695                    62,379                  
143,725                    62,648           
144,965                    62,892           
146,205                    63,137           
148,067                    63,428           
151,320                    63,694           
151,943                    63,949           
146,490                    64,237           
149,143                    64,500           
156,108                    64,784           
159,757                    65,056           
169,916                    65,322           
96     167,238                    65,623                  
176,034                    65,918           
177,359                    66,175           
171,251                    66,460           
179,923                    66,746           
189,363                    67,073           
196,687                    67,321           
210,154                    67,610           
200,177                    67,888           
209,695                    68,186           
203,778                    68,473           
211,997                    68,740           
97     215,258                    69,070                  

[END OF GRAPHICALLY REPRESENTED DATA]                                           

NOTES                                                                           

1.   Common  Stocks:  Standard & Poor's  (S&P)  Composite  Index is an unmanaged
     weighted index of the stock performance of 500 industrial,  transportation,
     utility and  financial  companies.  Results  shown assume  reinvestment  of
dividends. Both market value and return on common stock will vary.    

2.   U.S. Government Securities: Long-term Government Bonds are measured using a
     one-bond   portfolio   constructed   each  year   containing  a  bond  with
     approximately  a 20-year  maturity and a reasonably  current  coupon.  U.S.
     Treasury Bills are measured by rolling over each month a one-bill portfolio
     containing,  at the  beginning of each month,  the bill having the shortest
     maturity not less than one month. U.S. Government securities are guaranteed
     as to principal and interest,  and if held to maturity,  offer a fixed rate
     of  return.  However,  market  value  and  return on such  securities  will
fluctuate prior to maturity.                                          

The Equitable  Accumulator can be an effective program for diversifying  ongoing
investments  between  various asset  categories.  In addition,  the  Accumulator
offers special  features which help address the risk  associated with timing the
equity markets,  such as dollar cost averaging.  By transferring the same dollar
amount each month from the Alliance Money Market Fund to other Investment Funds,
dollar cost averaging  attempts to shield your investment from short-term  price
fluctuations.  This, however, does not assure a profit or protect against a loss
in declining markets.                                                           

THE BENEFIT OF ANNUITIZATION                                                    

An individual may shift the risk of outliving his or her principal by electing a
lifetime income annuity.  See "Annuity  Benefits and Payout Annuity  Options" in
Part 4 of the  prospectus.  Chart 7 below shows the  monthly  income that can be
generated under various forms of life annuities,  as compared to receiving level
payments  of  interest  only or  principal  and  interest  from the  investment.
Calculations  in the Chart are based on the  following  assumption:  a  $100,000
contribution  was  made  at  one of  the  ages  shown,  annuity  payments  begin
immediately,  and a 5% annuitization interest rate is used. For purposes of this
example,  principal and interest are paid out on a level basis over 15 years. In
the case of the  interest-only  scenario,  the principal is always available and
may be left to other  individuals  at death.  Under the  principal  and interest
scenario,  a  portion  of the  principal  will be left at  death,  assuming  the
individual dies within the 15-year period.  In contrast,  under the life annuity
scenarios, there is no residual amount left.                                    

9 

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CHART 7             
MONTHLY INCOME            
($100,000 CONTRIBUTION)             
------------------------------------------------------------------              
PRINCIPAL             JOINT AND SURVIVOR* 
        AND            -----------------------------
INTEREST INTEREST             50%    66.67%     100%        
ONLY      FOR    SINGLE     TO       TO        TO       
ANNUITANT FOR LIFE 15 YEARS   LIFE   SURVIVOR SURVIVOR  SURVIVOR                
------------------------------------------------------------------              
Male 65    $401      $785    $  617    $560     $544     $513                   
Male 70     401       785       685     609      588      549                   
Male 75     401       785       771     674      646      598                   
Male 80     401       785       888     760      726      665                   
Male 85     401       785     1,045     878      834      757                   

-------------------                                                             
The numbers are based on 5% interest compounded annually and the 1983 Individual
Annuity  Mortality  Table "a" projected with modified Scale G. Annuity  purchase
rates  available  at  annuitization  may  vary,   depending   primarily  on  the
annuitization interest rate, which may not be less than an annual rate of 2.5%. 

* The Joint and Survivor  Annuity Forms are based on male and female  Annuitants
of the same age.                                                                

--------------------------------------------------------------------------------
PART 8 -- FINANCIAL STATEMENTS                                                  

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

The financial  statements for the Separate  Account  included in this SAI do not
present  Accumulation Unit Values based on expenses for the Certificates offered
under the  prospectus  and SAI as such  Certificates  are being  offered for the
first time as of the date of the prospectus.                                    

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

INDEX TO FINANCIAL STATEMENTS                                                   

                                                        [Enlarge/Download Table]
                                                                                                              
Report of Independent Accountants.......................................................................  FS-2
Financial Statements:                                                                                         
      Statements of Assets and Liabilities, December 31, 1997...........................................  FS-3
      Statements of Operations for the Year Ended December 31, 1997.....................................  FS-6
      Statements of Changes in Net Assets for the Years Ended December 31, 1997 and 1996................  FS-9
      Notes to Financial Statements..................................................................... FS-14

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS                                      

                                                        [Enlarge/Download Table]
                                                                                                            
Report of Independent Accountants....................................................................... F-1
Consolidated Financial Statements:                                                                          
   Consolidated Balance Sheets, December 31, 1997 and 1996.............................................. F-2
   Consolidated Statements of Earnings, Years Ended December 31, 1997, 1996 and 1995.................... F-3
   Consolidated Statements of Shareholder's Equity, Years Ended December 31, 1997,                          
     1996 and 1995...................................................................................... F-4
   Consolidated Statements of Cash Flows, Years Ended December 31, 1997, 1996 and 1995.................. F-5
   Notes to Consolidated Financial Statements........................................................... F-6

FS-1

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 REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of                                                    
The Equitable Life Assurance Society of the United States                       
and Contractowners of Separate Account No. 45                                   
of The Equitable Life Assurance Society of the United States                    

In our opinion,  the  accompanying  statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of the Alliance Money Market Fund,
Alliance  Intermediate  Government Securities Fund, Alliance High Yield Fund, T.
Rowe Price Equity Income Fund,  EQ/Putnam  Growth & Income Value Fund,  Alliance
Growth & Income  Fund,  Alliance  Equity Index Fund,  Merrill  Lynch Basic Value
Equity Fund,  Alliance  Common Stock Fund,  MFS Research Fund,  Alliance  Global
Fund,  Alliance  International  Fund,  T. Rowe Price  International  Stock Fund,
Morgan Stanley  Emerging  Markets Equity Fund,  Alliance  Aggressive Stock Fund,
Warburg  Pincus Small Company Value Fund,  Alliance  Small Cap Growth Fund,  MFS
Emerging Growth Companies Fund, Alliance Conservative  Investors Fund, EQ/Putnam
Balanced Fund,  Alliance Growth  Investors Fund and Merrill Lynch World Strategy
Fund,  separate  investment funds of The Equitable Life Assurance Society of the
United States  ("Equitable  Life") Separate  Account No. 45 at December 31, 1997
and the  results of each of their  operations  and  changes in each of their net
assets  for  the  periods  indicated  in  conformity  with  generally   accepted
accounting  principles.  These financial  statements are the  responsibility  of
Equitable  Life's  management;  our  responsibility  is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
financial  statements in accordance with generally  accepted auditing  standards
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates  made by management  and evaluating the overall
financial  statement  presentation.  We believe that our audits,  which included
confirmation  of shares  owned in The Hudson  River Trust and in The EQ Advisors
Trust at December 31, 1997 with the transfer agent,  provide a reasonable  basis
for the opinion expressed above.                                                

Price Waterhouse LLP                                                            
New York, New York                                                              
February 10, 1998                                                               

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

STATEMENTS OF ASSETS AND LIABILITIES                                            
DECEMBER 31, 1997                                                               

                                                        [Enlarge/Download Table]

                                                                   FIXED INCOME SERIES                                       
                                                   --------------------------------------------                              
                                                                    ALLIANCE                                                 
                                                    ALLIANCE      INTERMEDIATE                                               
                                                     MONEY         GOVERNMENT     ALLIANCE                                   
                                                     MARKET        SECURITIES       HIGH                                     
                                                      FUND            FUND       YIELD FUND                                  
                                                   -----------   -------------  ---------------                              
ASSETS                                                                                                                       
                                                                                                                             
Investments in shares of the Trusts --                                                                                       
  at market value (Note 1)                                                                                                   
       Cost:                 $82,037,124.......... $81,571,923                                                               
                              11,097,635..........               $11,119,574                                                 
                              19,330,287..........                              $18,544,101                                  
 Receivable (payable) for policy-related                                                                                     
   transactions...................................   2,903,327        50,563        662,782                                  
                                                   -----------   -----------   ------------                                  
Total Assets......................................  84,475,250    11,170,137     19,206,883                                  
                                                   -----------   -----------   ------------                                  

LIABILITIES                                                                                                                  
Payable (receivable) for the Trust shares                                                                                    
   purchased......................................   2,910,079        52,140        665,890                                  
Amount retained by Equitable Life in Separate                                                                                
   Account No. 45 (Note 5)........................     206,810        55,747         59,654                                  
                                                   -----------   -----------   ------------                                  
Total Liabilities.................................   3,116,889       107,887        725,544                                  
                                                   -----------   -----------   ------------                                  

NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS........ $81,358,361   $11,062,250    $18,481,339                                  
                                                   ===========   ===========   ============                                  



                                                                                      EQUITY SERIES                          
                                                   --------------------------------------------------------------------------
                                                                                                                  MERRILL    
                                                   T. ROWE PRICE     EQ/PUTNAM                      ALLIANCE       LYNCH     
                                                      EQUITY          GROWTH &       ALLIANCE        EQUITY     BASIC VALUE  
                                                       EQUITY      INCOME VALUE     GROWTH &         INDEX         EQUITY    
                                                    INCOME FUND        FUND         INCOME FUND       FUND          FUND     
                                                   -------------  --------------    -----------   -----------  --------------
ASSETS                                                                                                                       
                                                                                                                             
Investments in shares of the Trusts --                                                                                       
  at market value (Note 1)                                                                                                   
       Cost:                  18,007,458.......... $18,987,864                                                               
                              14,008,930..........                $14,200,058                                                
                              88,651,911..........                                $94,268,289                                
                                  99,286..........                                                $104,008                   
                               9,928,247..........                                                             $9,863,914    
Receivable (payable) for policy-related                                                                                      
   transactions...................................     105,202        186,146         809,151           (8)        34,834    
                                                   -----------    -----------     -----------    ---------     ----------    
Total Assets......................................  19,093,066     14,386,204      95,077,440      104,000      9,898,748    
                                                   -----------    -----------     -----------    ---------     ----------    

LIABILITIES                                                                                                                  
Payable (receivable) for the Trust shares                                                                                    
   purchased......................................     109,104        189,102         829,693           --         36,845    
Amount retained by Equitable Life in Separate                                                                                
   Account No. 45 (Note 5)........................      15,447         11,682         366,973        6,482          7,463    
                                                   -----------    -----------     -----------    ---------     ----------    
Total Liabilities.................................     124,551        200,784       1,196,666        6,482         44,308    
                                                   -----------    -----------     -----------    ---------     ----------    

NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS........ $18,968,515    $14,185,420     $93,880,774    $  97,518     $9,854,440    
                                                   ===========    ===========     ===========    =========     ==========    

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

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

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                
DECEMBER 31, 1997                                                               

                                                        [Enlarge/Download Table]

                                                                              EQUITY SERIES (CONTINUED)                 
                                                            ------------------------------------------------------------

                                                              ALLIANCE                                                  
                                                              COMMON              MFS        ALLIANCE        ALLIANCE   
                                                               STOCK           RESEARCH       GLOBAL       INTERNATIONAL
                                                                FUND             FUND          FUND            FUND     
                                                            ------------    ------------   ------------    -------------
ASSETS                                                                                                                  
                                                                                                                        
Investments in shares of the Trusts --                                                                                  
at market value (Note 1)                                                                                                
Cost:                       $297,090,529................... $320,541,976                                                
                              11,939,823...................                 $11,977,333                                 
                              38,334,848...................                                $38,090,450                  
                              18,748,095...................                                               $16,610,244   
Receivable (payable) for policy-related transactions.......    1,219,096         44,794        646,213         31,494   
                                                            ------------    -----------    -----------    -----------   
Total Assets...............................................  321,761,072     12,022,127     38,736,663     16,641,738   
                                                            ------------    -----------    -----------    -----------   

LIABILITIES                                                                                                             
Payable (receivable) for the Trust shares purchased........    1,275,113         47,322         83,460         68,383   
Amount retained by Equitable Life in Separate                                                                           
   Account No. 45 (Note 5).................................    1,176,309         10,019        143,534         90,013   
                                                            ------------    -----------    -----------    -----------   
Total Liabilities..........................................    2,451,422         57,341        226,994        158,396   
                                                            ------------    -----------    -----------    -----------   

NET ASSETS ATTRIBUTABLE TO CONTRACT  OWNERS................ $319,309,650    $11,964,786    $38,509,669    $16,483,342   
                                                            ============    ===========    ===========    ===========   



                                                                     EQUITY SERIES (CONTINUED)                          
                                                            -----------------------------------------                   
                                                                 T. ROWE     MORGAN                                     
                                                                  PRICE      STANLEY       ALLIANCE                     
                                                              INTERNATIONAL  EMERGING     AGGRESSIVE                    
                                                                  STOCK       MARKETS       STOCK                       
                                                                   FUND     EQUITY FUND      FUND                       
                                                            -------------  -----------  ------------                    
ASSETS                                                                                                                  
                                                                                                                        
Investments in shares of the Trusts --                                                                                  
at market value (Note 1)                                                                                                
Cost:                         13,205,929................... $12,628,951                                                 
                               2,479,420...................                 $2,241,138                                  
                             122,157,062...................                               $118,305,660                  
Receivable (payable) for policy-related transactions.......    (241,260)        14,961          55,012                  
                                                            -----------     ----------    ------------                  
Total Assets...............................................  12,387,691      2,256,099     118,360,672                  
                                                            -----------     ----------    ------------                  

LIABILITIES                                                                                                             
Payable (receivable) for the Trust shares purchased........    (238,550)        15,412          76,530                  
Amount retained by Equitable Life in Separate                                                                           
   Account No. 45 (Note 5).................................       9,534          1,594         456,464                  
                                                            -----------     ----------    ------------                  
Total Liabilities..........................................    (229,016)        17,006         532,994                  
                                                            -----------     ----------    ------------                  

NET ASSETS ATTRIBUTABLE TO CONTRACT  OWNERS................ $12,616,707     $2,239,093    $117,827,678                  
                                                            ===========     ==========    ============                  

-------------------------                                                       
See Notes to Financial Statements.                                              
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THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       
SEPARATE ACCOUNT NO. 45                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONCLUDED)                                
DECEMBER 31, 1997                                                               

                                                        [Enlarge/Download Table]

                                                                         EQUITY SERIES (CONTINUED)               
                                                           -----------------------------------------             
                                                             WARBURG                         MFS                 
                                                             PINCUS         ALLIANCE      EMERGING               
                                                              SMALL         SMALL CAP      GROWTH                
                                                             COMPANY         GROWTH       COMPANIES              
                                                            VALUE FUND        FUND           FUND                
                                                           -----------    -----------    -----------             
ASSETS                                                                                                           
                                                                                                                 
Investments in shares of the Trusts --                                                                           
at market value (Note 1)                                                                                         
Cost:                        $25,096,987.................. $24,796,551                                           
                              16,633,779..................                $16,289,343                            
                              12,205,272..................                               $11,946,078             
Receivable (payable) for policy-related transactions......     208,290        107,600         73,764             
                                                           -----------    -----------    -----------             
Total Assets..............................................  25,004,841     16,396,943     12,019,842             
                                                           -----------    -----------    -----------             

LIABILITIES                                                                                                      
Payable (receivable) for the Trust shares purchased.......     213,483        114,679         76,254             
Amount retained by Equitable Life in Separate                                                                    
   Account No. 45 (Note 5)................................      19,432         54,205          9,228             
                                                           -----------    -----------    -----------             
Total Liabilities.........................................     232,915        168,884         85,482             
                                                           -----------    -----------    -----------             

NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS................ $24,771,926    $16,228,059    $11,934,360             
                                                           ===========    ===========    ===========             


                                                                                 ASSET ALLOCATION SERIES         
                                                           ------------------------------------------------------
                                                                                                         MERRILL 
                                                             ALLIANCE                     ALLIANCE        LYNCH  
                                                           CONSERVATIVE    EQ/PUTNAM       GROWTH         WORLD  
                                                            INVESTORS      BALANCED      INVESTORS       STRATEGY
                                                               FUND          FUND           FUND           FUND  
                                                           ------------   ----------     ----------    ----------
ASSETS                                                                                                           
                                                                                                                 
Investments in shares of the Trusts --                                                                           
at market value (Note 1)                                                                                         
Cost:                         20,991,531.................. $21,474,276                                           
                               5,965,298..................                $6,038,880                             
                              64,675,197..................                              $66,360,908              
                               2,544,176..................                                             $2,415,053
Receivable (payable) for policy-related transactions......     146,316        76,680        120,470         9,748
                                                           -----------    ----------    -----------    ----------
Total Assets..............................................  21,620,592     6,115,560     66,481,378     2,424,801
                                                           -----------    ----------    -----------    ----------

LIABILITIES                                                                                                      
Payable (receivable) for the Trust shares purchased.......     149,280        77,927        132,026        10,238
Amount retained by Equitable Life in Separate                                                                    
   Account No. 45 (Note 5)................................     142,854         4,667        366,318         1,768
                                                           -----------    ----------    -----------    ----------
Total Liabilities.........................................     292,134        82,594        498,344        12,006
                                                           -----------    ----------    -----------    ----------

NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS................ $21,328,458    $6,032,966    $65,983,034    $2,412,795
                                                           ===========    ==========    ===========    ==========

-------------------------                                                       
See Notes to Financial Statements.                                              
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THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       
SEPARATE ACCOUNT NO. 45                                                         

STATEMENTS OF OPERATIONS                                                        
FOR THE YEAR ENDED DECEMBER 31, 1997                                            

                                                        [Enlarge/Download Table]

                                                                      FIXED INCOME SERIES                                   
                                                            --------------------------------------                          
                                                                            ALLIANCE                                        
                                                             ALLIANCE     INTERMEDIATE   ALLIANCE                           
                                                              MONEY        GOVERNMENT      HIGH                             
                                                              MARKET       SECURITIES     YIELD                             
                                                               FUND           FUND        FUND(A)                           
                                                            -----------    ----------   -----------                         
INCOME AND EXPENSES:                                                                                                        
                                                                                                                            
Investment Income (Note 2):                                                                                                 
   Dividends from the Trusts .............................. $ 2,767,636    $ 373,989    $   654,819                         
Expenses (Note 3):                                                                                                          
Asset based charges .......................................     445,521       70,280         53,671                         
                                                            -----------    ---------    -----------                         
NET INVESTMENT INCOME (LOSS) ..............................   2,322,115      303,709        601,148                         
                                                            -----------    ---------    -----------                         

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                                      
   INVESTMENTS (NOTE 2):                                                                                                    
Realized gain (loss) on investments .......................      59,011       12,754         76,963                         
Realized gain distribution from the Trusts ................       5,264           --        706,360                         
                                                            -----------    ---------    -----------                         
   Net Realized Gain (Loss) ...............................      64,275       12,754        783,323                         
                                                            -----------    ---------    -----------                         
Unrealized appreciation (depreciation) on                                                                                   
   investments                                                                                                              
Beginning of period .......................................    (197,899)     (36,715)            --                         
End of period .............................................    (465,201)      21,939       (786,186)                        
                                                            -----------    ---------    -----------                         
Change in unrealized appreciation (depreciation)                                                                            
during the period .........................................    (267,302)      58,654       (786,186)                        
                                                            -----------    ---------    -----------                         

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                                  
   INVESTMENTS ............................................    (203,027)      71,408         (2,863)                        
                                                            -----------    ---------    -----------                         
NET INCREASE IN NET ASSETS RESULTING FROM                                                                                   
   OPERATIONS ............................................. $ 2,119,088    $ 375,117    $   598,285                         
                                                            ===========    =========    ===========                         


                                                                                      EQUITY SERIES                         
                                                            --------------------------------------------------------------- 
                                                             T. ROWE                                             MERRILL    
                                                              PRICE       EQ/PUTNAM     ALLIANCE    ALLIANCE      LYNCH     
                                                              EQUITY       GROWTH &     GROWTH &     EQUITY     BASIC VALUE 
                                                              INCOME        INCOME       INCOME      INDEX        EQUITY    
                                                              FUND(A)       FUND(A)    VALUE FUND   FUND(A)       FUND(A)   
                                                            -----------    --------    ----------   --------    ----------- 
INCOME AND EXPENSES:                                                                                                        
                                                                                                                            
Investment Income (Note 2):                                                                                                 
   Dividends from the Trusts .............................. $  141,756   $    65,607   $    522,395    $    596    $ 49,960 
Expenses (Note 3):                                                                                                          
Asset based charges .......................................     62,938        44,334        617,639         409      29,450 
                                                            ----------   -----------   ------------    --------    -------- 
NET INVESTMENT INCOME (LOSS) ..............................     78,818        21,273        (95,244)        187      20,510 
                                                            ----------   -----------   ------------    --------    -------- 

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                                      
   INVESTMENTS (NOTE 2):                                                                                                    
Realized gain (loss) on investments .......................      2,121           963        707,686       1,022         711 
Realized gain distribution from the Trusts ................     52,414        53,683      5,306,878         370      47,068 
                                                            ----------   -----------   ------------    --------    -------- 
   Net Realized Gain (Loss) ...............................     54,535        54,646      6,014,564       1,392      47,779 
                                                            ----------   -----------   ------------    --------    -------- 
Unrealized appreciation (depreciation) on                                                                                   
   investments                                                                                                              
Beginning of period .......................................         --            --        764,236          --          -- 
End of period .............................................    980,406       191,128      5,616,378       4,722     (64,333)
                                                            ----------   -----------   ------------    --------    -------- 
Change in unrealized appreciation (depreciation)                                                                            
during the period .........................................    980,406       191,128      4,852,142       4,722     (64,333)
                                                            ----------   -----------   ------------    --------    -------- 

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                                  
   INVESTMENTS ............................................  1,034,941       245,774     10,866,706       6,114     (16,554)
                                                            ----------   -----------   ------------    --------    -------- 
NET INCREASE IN NET ASSETS RESULTING FROM                                                                                   
   OPERATIONS ............................................. $1,113,759   $   267,047   $ 10,771,462    $  6,301    $  3,956 
                                                            ==========   ===========   ============    ========    ======== 

-------------------------                                                       
(a) Commenced operations on May 1, 1997.                                        

See Notes to Financial Statements.                                              

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

STATEMENTS OF OPERATIONS (CONTINUED)                                            
FOR THE YEAR ENDED DECEMBER 31, 1997                                            

                                                        [Enlarge/Download Table]

                                                                        EQUITY SERIES (CONTINUED)                
                                                        ---------------------------------------------------------

                                                           ALLIANCE                                  ALLIANCE    
                                                            COMMON          MFS      ALLIANCE         INTER-     
                                                             STOCK       RESEARCH     GLOBAL         NATIONAL    
                                                             FUND         FUND(A)      FUND            FUND      
                                                        ------------    ----------  ------------  -----------    
INCOME AND EXPENSES:                                                                                             
                                                                                                                 
Investment Income (Note 2):                                                                                      
   Dividends from the Trusts .........................   $ 1,007,250    $ 25,364    $  662,565    $   454,446    
Expenses (Note 3):                                                                                               
Asset based charges ..................................     2,216,874      40,703       334,193        165,980    
                                                         -----------    --------    ----------    -----------    
NET INVESTMENT INCOME (LOSS) .........................    (1,209,624)    (15,339)      328,372        288,466    
                                                         -----------    --------    ----------    -----------    

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                           
   INVESTMENTS (NOTE 2):                                                                                         
Realized gain (loss) on investments ..................     3,442,671       1,227       423,327        259,996    
Realized gain distribution from the Trusts ...........    23,990,653     100,696     2,414,538        833,830    
                                                         -----------    --------    ----------    -----------    
   Net Realized Gain (Loss) ..........................    27,433,324     101,923     2,837,865      1,093,826    
Unrealized appreciation (depreciation) on investments:                                                           
Beginning of period ..................................     1,356,454          --       199,484         31,388    
End of period ........................................    23,451,447      37,510      (244,398)    (2,137,851)   
                                                         -----------    --------    ----------    -----------    
Change in unrealized appreciation (depreciation)                                                                 
   during the period .................................    22,094,993      37,510      (443,882)    (2,169,239)   
                                                         -----------    --------    ----------    -----------    

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                       
   INVESTMENTS .......................................    49,528,317     139,433     2,393,983     (1,075,413)   
                                                         -----------    --------    ----------    -----------    
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                             
   OPERATIONS ........................................   $48,318,693    $124,094    $2,722,355    $  (786,947)   
                                                         ===========    ========    ==========    ===========    


                                                               EQUITY SERIES (CONTINUED)                         
                                                        -------------------------------------                    
                                                          T. ROWE     MORGAN                                     
                                                           PRICE      STANLEY                                    
                                                           INTER-    EMERGING      ALLIANCE                      
                                                          NATIONAL    MARKETS     AGGRESSIVE                     
                                                           STOCK      EQUITY        STOCK                        
                                                          FUND(A)     FUND(B)        FUND                        
                                                        ----------   ---------   ------------                    
INCOME AND EXPENSES:                                                                                             
                                                                                                                 
Investment Income (Note 2):                                                                                      
   Dividends from the Trusts .........................  $   1,646    $   6,387    $   105,375                    
Expenses (Note 3):                                                                                               
Asset based charges ..................................     47,444        5,153        985,564                    
                                                        ---------    ---------    -----------                    
NET INVESTMENT INCOME (LOSS) .........................    (45,798)       1,234       (880,189)                   
                                                        ---------    ---------    -----------                    

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                           
   INVESTMENTS (NOTE 2):                                                                                         
Realized gain (loss) on investments ..................    (53,503)     (26,406)        61,253                    
Realized gain distribution from the Trusts ...........         --           --      9,818,273                    
                                                        ---------    ---------    -----------                    
   Net Realized Gain (Loss) ..........................    (53,503)     (26,406)     9,879,526                    
Unrealized appreciation (depreciation) on investments:                                                           
Beginning of period ..................................         --           --     (2,165,186)                   
End of period ........................................   (576,978)    (238,282)    (3,851,402)                   
                                                        ---------    ---------    -----------                    
Change in unrealized appreciation (depreciation)                                                                 
   during the period .................................   (576,978)    (238,282)    (1,686,216)                   
                                                        ---------    ---------    -----------                    

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                       
   INVESTMENTS .......................................   (630,481)    (264,688)     8,193,310                    
                                                        ---------    ---------    -----------                    
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                             
   OPERATIONS ........................................  $(676,279)   $(263,454)   $ 7,313,121                    
                                                        =========    =========    ===========                    

-------------------------                                                       
(a) Commenced operations on May 1, 1997.                                        

(b) Commenced operations on November 20, 1997.                                  

See Notes to Financial Statements.                                              

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

STATEMENTS OF OPERATIONS (CONCLUDED)                                            
FOR THE YEAR ENDED DECEMBER 31, 1997                                            

                                                        [Enlarge/Download Table]

                                                               EQUITY SERIES (CONTINUED)                   
                                                        -------------------------------------              
                                                          WARBURG                                          
                                                           PINCUS                     MFS                  
                                                           SMALL       ALLIANCE     EMERGING               
                                                          COMPANY      SMALL CAP     GROWTH                
                                                           VALUE        GROWTH     COMPANIES               
                                                          FUND(A)       FUND(A)      FUND(A)               
                                                        ---------    ----------   -----------              
INCOME AND EXPENSES:                                                                                       
                                                                                                           
Investment Income (Note 2):                                                                                
   Dividends from the Trusts .........................  $  21,393    $     773    $  22,515                
Expenses (Note 3):                                                                                         
Asset based charges ..................................     85,830       50,629       38,336                
                                                        ---------    ---------    ---------                
NET INVESTMENT INCOME (LOSS) .........................    (64,437)     (49,856)     (15,821)               
                                                        ---------    ---------    ---------                

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                     
   INVESTMENTS (NOTE 2):                                                                                   
Realized gain (loss) on investments ..................    228,992       62,796       52,672                
Realized gain distribution from the Trusts ...........    109,076      377,750      274,537                
                                                        ---------    ---------    ---------                
   Net Realized Gain (Loss) ..........................    338,068      440,546      327,209                
                                                                     ---------    ---------                

Unrealized appreciation (depreciation) on investments:                                                     
Beginning of period ..................................         --           --           --                
End of period ........................................   (300,436)    (344,436)    (259,194)               
                                                        ---------    ---------    ---------                
Change in unrealized appreciation (depreciation)                                                           
   during the period .................................   (300,436)    (344,436)    (259,194)               
                                                        ---------    ---------    ---------                

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                 
   INVESTMENTS .......................................     37,632       96,110       68,015                
                                                        ---------    ---------    ---------                
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                       
   OPERATIONS ........................................  $ (26,805)   $  46,254    $  52,194                
                                                        =========    =========    =========                


                                                                      ASSET ALLOCATION SERIES              
                                                        ---------------------------------------------------

                                                                                                  MERRILL  
                                                          ALLIANCE                  ALLIANCE       LYNCH   
                                                        CONSERVATIVE  EQ/PUTNAM      GROWTH        WORLD   
                                                         INVESTORS    BALANCED      INVESTORS     STRATEGY 
                                                            FUND       FUND(A)        FUND         FUND(A) 
                                                        ----------   ----------    -----------   ----------
INCOME AND EXPENSES:                                                                                       
                                                                                                           
Investment Income (Note 2):                                                                                
   Dividends from the Trusts .........................   $  647,522   $  69,781    $ 1,260,100    $ 10,682 
Expenses (Note 3):                                                                                         
Asset based charges ..................................      165,768      18,233        523,559       7,708 
                                                         ----------   ---------    -----------    -------- 
NET INVESTMENT INCOME (LOSS) .........................      481,754      51,548        736,541       2,974 
                                                         ----------   ---------    -----------    -------- 

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                     
   INVESTMENTS (NOTE 2):                                                                                   
Realized gain (loss) on investments ..................       49,147      (1,203)       187,731        (109)
Realized gain distribution from the Trusts ...........      638,548      46,731      3,432,867      24,328 
                                                         ----------   ---------    -----------    -------- 
   Net Realized Gain (Loss) ..........................      687,695      45,528      3,620,598      24,219 
                                                         ----------   ---------    -----------    -------- 

Unrealized appreciation (depreciation) on investments:                                                     
Beginning of period ..................................        4,651          --       (158,777)         -- 
End of period ........................................      482,745      73,582      1,685,711    (129,123)
                                                         ----------   ---------    -----------    -------- 
Change in unrealized appreciation (depreciation)                                                           
   during the period .................................      478,094      73,582      1,844,488    (129,123)
                                                         ----------   ---------    -----------    -------- 

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                 
   INVESTMENTS .......................................    1,165,789     119,110      5,465,086    (104,904)
                                                         ----------   ---------    -----------    -------- 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                       
   OPERATIONS ........................................   $1,647,543   $ 170,658    $ 6,201,627   $(101,930)
                                                         ==========   =========    ===========    =========

-------------------------                                                       
(a) Commenced operations on May 1, 1997.                                        

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS                                             
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                      FIXED INCOME SERIES:                 
                                                              ----------------------------------           

                                                                          ALLIANCE                         
                                                                     MONEY MARKET FUND                     
                                                              ------------------------------               
                                                                   1997            1996                    
                                                              -------------    -------------               

INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
                                                                                                           
   Net investment income ...................................  $   2,322,115    $     791,163               
   Net realized gain (loss) ................................         64,275           19,803               
   Change in unrealized appreciation /(depreciation)                                                       
      of investments .......................................       (267,302)        (165,897)              
                                                              -------------    -------------               

   Net increase in net assets from operations ..............      2,119,088          645,069               
                                                              -------------    -------------               
FROM CONTRACT OWNERS TRANSACTIONS:                                                                         
   Contributions and Transfers:                                                                            
      Contributions ........................................    137,532,670       95,681,367               
      Transfers from other Funds and Guaranteed Interest                                                   
         Account (Note 1) ..................................     55,819,439       19,687,669               
                                                              -------------    -------------               

         Total .............................................    193,352,109      115,369,036               
                                                              -------------    -------------               
      Benefit & other policy transaction ...................      1,577,365          198,356               
   Withdrawals and Transfers:                                                                              
      Withdrawal and administrative charges ................        618,083          514,843               
      Transfers to other Funds and Guaranteed Interest Rate                                                
         Account (Note 1) ..................................    144,167,408       87,121,388               
                                                              -------------    -------------               

         Total .............................................    146,362,856       87,834,587               
                                                              -------------    -------------               

   Net increase in net assets from Contract Owner                                                          
       transactions ........................................     46,989,253       27,534,449               
                                                              -------------    -------------               

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE                                               
   IN SEPARATE ACCOUNT 45 (NOTE 5) .........................        (46,770)         (17,582)              
                                                              -------------    -------------               
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                     
   CONTRACT OWNERS .........................................     49,061,571       28,161,936               
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                            
   CONTRACT OWNERS .........................................     32,296,790        4,134,854               
                                                              -------------    -------------               

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                  
   CONTRACT OWNERS .........................................  $  81,358,361    $  32,296,790               
                                                              =============    =============               


                                                                          FIXED INCOME SERIES:             
                                                              -------------------------------------------- 
                                                                                                ALLIANCE   
                                                                 ALLIANCE INTERMEDIATE         HIGH YIELD  
                                                               GOVERNMENT SECURITIES FUND        FUND(A)   
                                                              ----------------------------    ------------ 
                                                                  1997             1996            1997    
                                                              ------------    ------------    ------------ 

INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
                                                                                                           
   Net investment income ...................................  $    303,709    $    138,808    $    601,148 
   Net realized gain (loss) ................................        12,754         (21,067)        783,323 
   Change in unrealized appreciation /(depreciation)                                                       
      of investments .......................................        58,654         (41,524)       (786,186)
                                                              ------------    ------------    ------------ 

   Net increase in net assets from operations ..............       375,117          76,217         598,285 
                                                              ------------    ------------    ------------ 
FROM CONTRACT OWNERS TRANSACTIONS:                                                                         
   Contributions and Transfers:                                                                            
      Contributions ........................................     5,416,131       1,798,660      13,779,925 
      Transfers from other Funds and Guaranteed Interest                                                   
         Account (Note 1) ..................................     3,270,944       8,533,013      22,095,921 
                                                              ------------    ------------    ------------ 

         Total .............................................     8,687,075      10,331,673      35,875,846 
                                                              ------------    ------------    ------------ 
      Benefit & other policy transaction ...................       189,517          15,968         161,257 
   Withdrawals and Transfers:                                                                              
      Withdrawal and administrative charges ................       128,377          77,637          45,545 
      Transfers to other Funds and Guaranteed Interest Rate                                                
         Account (Note 1) ..................................     1,145,902       8,982,626      17,780,088 
                                                              ------------    ------------    ------------ 

         Total .............................................     1,463,796       9,076,231      17,986,890 
                                                              ------------    ------------    ------------ 

   Net increase in net assets from Contract Owner                                                          
       transactions ........................................     7,223,279       1,255,442      17,888,956 
                                                              ------------    ------------    ------------ 

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE                                               
   IN SEPARATE ACCOUNT NO. 45 (NOTE 5) .....................       (12,130)         (6,709)         (5,902)
                                                              ------------    ------------    ------------ 
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                     
   CONTRACT OWNERS .........................................     7,586,266       1,324,950      18,481,339 
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                            
   CONTRACT OWNERS .........................................     3,475,984       2,151,034              -- 
                                                              ------------    ------------    ------------ 

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                  
   CONTRACT OWNERS .........................................  $ 11,062,250    $  3,475,984    $ 18,481,339 
                                                              ============    ============    ============ 

-------------------------                                                       
(a) Commenced operations on May 1, 1997.                                        

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                          EQUITY SERIES:                                    
                                                                 ------------------------------                             

                                                                   T. ROWE         EQ/PUTNAM                                
                                                                 PRICE EQUITY       GROWTH &                                
                                                                    INCOME        INCOME VALUE                              
                                                                    FUND(A)         FUND(A)                                 
                                                                 --------------  --------------                             
                                                                      1997            1997                                  
                                                                 --------------  --------------                             

INCREASE (DECREASE) IN NET ASSETS:                                                                                          
FROM OPERATIONS:                                                                                                            
                                                                                                                            
   Net investment income (loss) ...............................  $     78,818    $     21,273                               
   Net realized gain (loss) ...................................        54,535          54,646                               
   Change in unrealized appreciation / (depreciation)                                                                       
      of investments ..........................................       980,406         191,128                               
                                                                 ------------    ------------                               

   Net increase in net assets from operations .................     1,113,759         267,047                               
                                                                 ------------    ------------                               
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                          
   Contributions and Transfers:                                                                                             
      Contributions ...........................................    13,813,772      10,975,199                               
      Transfers from other Funds and Guaranteed                                                                             
         Interest Account (Note 1) ............................     4,356,204       3,217,543                               
                                                                 ------------    ------------                               

         Total ................................................    18,169,976      14,192,742                               
                                                                 ------------    ------------                               
      Benefit & other policy transaction ......................        86,052          58,925                               
   Withdrawals and Transfers:                                                                                               
      Withdrawal and administrative charges ...................        40,797          32,578                               
      Transfers to other Funds and Guaranteed Interest                                                                      
         Rate Account (Note 1) ................................       183,349         180,506                               
                                                                 ------------    ------------                               
         Total ................................................       310,198         272,009                               
                                                                 ------------    ------------                               

   Net increase in net assets from Contract Owner                                                                           
      transactions ............................................    17,859,778      13,920,733                               
                                                                 ------------    ------------                               

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                             
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................        (5,022)         (2,360)                              
                                                                 ------------    ------------                               
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                      
   CONTRACT OWNERS ............................................    18,968,515      14,185,420                               
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                             
   CONTRACT OWNERS ............................................            --              --                               
                                                                 ------------    ------------                               

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                   
   CONTRACT OWNERS ............................................  $ 18,968,515    $ 14,185,420                               
                                                                 ============    ============                               


                                                                                       EQUITY SERIES:                       
                                                                 -----------------------------------------------------------

                                                                                                ALLIANCE                    
                                                                           ALLIANCE              EQUITY       MERRILL LYNCH 
                                                                        GROWTH & INCOME           INDEX        BASIC VALUE  
                                                                             FUND                FUND(A)     EQUITY FUND(A) 
                                                                 ---------------------------   ----------    ---------------
                                                                      1997          1996          1997            1997      
                                                                 ------------   ------------   ----------    ---------------

INCREASE (DECREASE) IN NET ASSETS:                                                                                          
FROM OPERATIONS:                                                                                                            
                                                                                                                            
   Net investment income (loss) ...............................  $    (95,244)   $     64,283    $    187    $     20,510   
   Net realized gain (loss) ...................................     6,014,564         693,777       1,392          47,779   
   Change in unrealized appreciation / (depreciation)                                                                       
      of investments ..........................................     4,852,142         698,407       4,722         (64,333)  
                                                                 ------------    ------------    --------    ------------   

   Net increase in net assets from operations .................    10,771,462       1,456,467       6,301           3,956   
                                                                 ------------    ------------    --------    ------------   
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                          
   Contributions and Transfers:                                                                                             
      Contributions ...........................................    58,696,016       6,251,620      77,031       8,075,199   
      Transfers from other Funds and Guaranteed                                                                             
         Interest Account (Note 1) ............................    16,269,895       6,040,990      15,328       1,941,071   
                                                                 ------------    ------------    --------    ------------   

         Total ................................................    74,965,911      12,292,610      92,359      10,016,270   
                                                                 ------------    ------------    --------    ------------   
      Benefit & other policy transaction ......................     1,455,357         130,199          --           9,691   
   Withdrawals and Transfers:                                                                                               
      Withdrawal and administrative charges ...................       425,279          31,991          --          17,792   
      Transfers to other Funds and Guaranteed Interest                                                                      
         Rate Account (Note 1) ................................     4,907,606         342,494          --         137,464   
                                                                 ------------    ------------    --------    ------------   
         Total ................................................     6,788,242         504,684          --         164,947   
                                                                 ------------    ------------    --------    ------------   

   Net increase in net assets from Contract Owner                                                                           
      transactions ............................................    68,177,669      11,787,926      92,359       9,851,323   
                                                                 ------------    ------------    --------    ------------   

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                             
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................       (94,285)        (27,565)     (1,142            (839)  
                                                                 ------------    ------------    --------    ------------   
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                      
   CONTRACT OWNERS ............................................    78,854,846      13,216,828      97,518       9,854,440   
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                             
   CONTRACT OWNERS ............................................    15,025,928       1,809,100          --              --   
                                                                 ------------    ------------    --------    ------------   

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                   
   CONTRACT OWNERS ............................................  $ 93,880,774    $ 15,025,928    $ 97,518    $  9,854,440   
                                                                 ============    ============    ========    ============   

-------------------------                                                       
(a)  Commenced operations on  May 1, 1997.                                      

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                              EQUITY SERIES (CONTINUED):                     
                                                                  ------------------------------------------------           
                                                                                                      MFS                    
                                                                             ALLIANCE              RESEARCH                  
                                                                        COMMON STOCK FUND           FUND(A)                  
                                                                  ----------------------------    ------------               
                                                                      1997            1996              1997                 
                                                                  ------------    ------------    ------------               

INCREASE (DECREASE) IN NET ASSETS:                                                                                           
FROM OPERATIONS:                                                                                                             
                                                                                                                             
   Net investment income (loss) ...............................  $  (1,209,624)   $    (42,865)   $    (15,339)              
   Net realized gain (loss) ...................................     27,433,324       6,011,054         101,923               
   Change in unrealized appreciation / (depreciation)                                                                        
      of investments ..........................................     22,094,993       1,504,011          37,510               
                                                                 -------------    ------------    ------------               

   Net increase (decrease) in net assets from operations ......     48,318,693       7,472,200         124,094               
                                                                 -------------    ------------    ------------               
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                           
   Contributions and Transfers:                                                                                              
      Contributions ...........................................    175,880,351      36,558,323       9,502,168               
      Transfers from other Funds and Guaranteed                                                                              
         Interest Account (Note 1) ............................     61,077,537      34,378,499       2,602,553               
                                                                 -------------    ------------    ------------               

         Total ................................................    236,957,888      70,936,822      12,104,721               
                                                                 -------------    ------------    ------------               
      Benefit & other policy transaction ......................      4,271,079         427,323          28,630               
   Withdrawals and Transfers:                                                                                                
      Withdrawal and administrative charges ...................      1,459,175         290,642          23,738               
      Transfers to other Funds and Guaranteed Interest                                                                       
         Rate Account (Note 1) ................................     35,438,036       8,933,676         209,610               
                                                                 -------------    ------------    ------------               
         Total ................................................     41,168,290       9,651,641         261,978               
                                                                 -------------    ------------    ------------               

   Net increase in net assets from Contract Owner                                                                            
      transactions ............................................    195,789,598      61,285,181      11,842,743               
                                                                 -------------    ------------    ------------               

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                              
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................       (305,436)        (85,006)         (2,051)              
                                                                 -------------    ------------    ------------               
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                       
   CONTRACT OWNERS ............................................    243,802,855      68,672,375      11,964,786               
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                              
   CONTRACT OWNERS ............................................     75,506,795       6,834,420              --               
                                                                 -------------    ------------    ------------               

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                    
   CONTRACT OWNERS ............................................  $ 319,309,650    $ 75,506,795    $ 11,964,786               
                                                                 =============    ============    ============               


                                                                                   EQUITY SERIES (CONTINUED):                
                                                                 ------------------------------------------------------------

                                                                           ALLIANCE                         ALLIANCE         
                                                                         GLOBAL FUND                  INTERNATIONAL FUND     
                                                                 ----------------------------    ----------------------------
                                                                      1997           1996            1997             1996   
                                                                 ------------    ------------    ------------    ------------

INCREASE (DECREASE) IN NET ASSETS:                                                                                           
FROM OPERATIONS:                                                                                                             
                                                                                                                             
   Net investment income (loss) ...............................  $    328,372    $     88,313    $    288,466    $    53,333 
   Net realized gain (loss) ...................................     2,837,865         543,216       1,093,826        234,294 
   Change in unrealized appreciation / (depreciation)                                                                        
      of investments ..........................................      (443,882)        184,372      (2,169,239)        16,354 
                                                                 ------------    ------------    ------------    ----------- 

   Net increase (decrease) in net assets from operations ......     2,722,355         815,901        (786,947)       303,981 
                                                                 ------------    ------------    ------------    ----------- 
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                           
   Contributions and Transfers:                                                                                              
      Contributions ...........................................    20,384,580       9,199,245       9,574,522      3,782,377 
      Transfers from other Funds and Guaranteed                                                                              
         Interest Account (Note 1) ............................     7,792,945       6,255,073      18,180,472      5,791,839 
                                                                 ------------    ------------    ------------    ----------- 

         Total ................................................    28,177,525      15,454,318      27,754,994      9,574,216 
                                                                 ------------    ------------    ------------    ----------- 
      Benefit & other policy transaction ......................       621,118          70,774         341,327         38,451 
   Withdrawals and Transfers:                                                                                                
   Withdrawal and administrative charges ......................       155,169          36,757          97,083         75,353 
      Transfers to other Funds and Guaranteed Interest                                                                       
         Rate Account (Note 1) ................................     6,961,429       1,836,433      18,593,662      1,979,003 
                                                                 ------------    ------------    ------------    ----------- 
         Total ................................................     7,737,716       1,943,964      19,032,072      2,092,807 
                                                                 ------------    ------------    ------------    ----------- 

   Net increase in net assets from Contract Owner                                                                            
      transactions ............................................    20,439,809      13,510,354       8,722,922      7,481,409 
                                                                 ------------    ------------    ------------    ----------- 

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                              
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................       (28,799)        (18,054)        (36,637)       (11,874)
                                                                 ------------    ------------    ------------    ----------- 
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                       
   CONTRACT OWNERS ............................................    23,133,365      14,308,201       7,899,338      7,773,516 
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                              
   CONTRACT OWNERS ............................................    15,376,304       1,068,103       8,584,004        810,488 
                                                                 ------------    ------------    ------------    ----------- 

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                    
   CONTRACT OWNERS ............................................  $ 38,509,669    $ 15,376,304    $ 16,483,342    $ 8,584,004 
                                                                 ============    ============    ============    =========== 

-------------------------                                                       
(a)  Commenced operations on May 1, 1997.                                       

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                                     EQUITY SERIES (CONTINUED):                  
                                                                 ----------------------------------------------------------------
                                                                    T. ROWE         MORGAN                                       
                                                                     PRICE          STANLEY                                      
                                                                     INTER-        EMERGING                                      
                                                                    NATIONAL       MARKETS                 ALLIANCE              
                                                                     STOCK         EQUITY               AGGRESSIVE STOCK         
                                                                     FUND(A)       FUND(B)                   FUND                
                                                                 -------------   -----------   --------------------------------  
                                                                      1997           1997            1997            1996        
                                                                 -------------   -----------   --------------   ---------------  

INCREASE (DECREASE) IN NET ASSETS:                                                                                               
FROM OPERATIONS:                                                                                                                 
                                                                                                                                 
   Net investment income ......................................  $    (45,798)   $     1,234    $    (880,189)   $   (121,400)   
   Net realized gain (loss) ...................................       (53,503)       (26,406)       9,879,526       4,080,335    
   Change in unrealized appreciation / (depreciation)                                                                            
      of investments ..........................................      (576,978)      (238,282)      (1,686,216)     (1,995,216)   
                                                                 ------------    -----------    -------------    ------------    

   Net increase (decrease) in net assets from operations ......      (676,279)      (263,454)       7,313,121       1,963,719    
                                                                 ------------    -----------    -------------    ------------    
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                               
   Contributions and Transfers:                                                                                                  
      Contributions ...........................................     9,658,570      1,617,148       66,019,813      22,776,845    
      Transfers from other Funds and Guaranteed                                                                                  
         Interest Account (Note 1) ............................     5,113,170        889,247       17,726,363      20,452,746    
                                                                 ------------    -----------    -------------    ------------    

         Total ................................................    14,771,740      2,506,395       83,746,176      43,229,591    
                                                                 ------------    -----------    -------------    ------------    
      Benefit & other policy transaction ......................        37,224             --        1,854,804         245,070    
   Withdrawals and Transfers:                                                                                                    
      Withdrawal and administrative charges ...................        22,024            394          482,491          90,356    
      Transfers to other Funds and Guaranteed                                                                                    
         Interest Rate Account (Note 1) .......................     1,416,476          2,488       11,669,668       7,099,325    
                                                                 ------------    -----------    -------------    ------------    

         Total ................................................     1,475,724          2,882       14,006,963       7,434,751    
                                                                 ------------    -----------    -------------    ------------    

   Net increase in net assets from Contract Owner                                                                                
      transactions ............................................    13,296,016      2,503,513       69,739,213      35,794,840    
                                                                 ------------    -----------    -------------    ------------    

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                                  
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................        (3,030)          (966)        (111,908)        (33,503)   
                                                                 ------------    -----------    -------------    ------------    
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                           
   CONTRACT OWNERS ............................................    12,616,707      2,239,093       76,940,426      37,725,056    
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                                  
   CONTRACT OWNERS ............................................            --             --       40,887,252       3,162,196    
                                                                 ------------    -----------    -------------    ------------    
NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                        
   CONTRACT OWNERS ............................................  $ 12,616,707    $ 2,239,093    $ 117,827,678    $ 40,887,252    
                                                                 ============    ===========    =============    ============    


                                                                             EQUITY SERIES (CONTINUED):                          
                                                                 ------------------------------------------------                

                                                                       WARBURG                          MFS                      
                                                                    PINCUS SMALL     ALLIANCE        EMERGING                    
                                                                      COMPANY       SMALL  CAP        GROWTH                     
                                                                       VALUE          GROWTH         COMPANIES                   
                                                                      FUND(A)         FUND(A)         FUND(A)                    
                                                                  ------------   -------------   ----------------                
                                                                       1997           1997            1997                       
                                                                  ------------   -------------   ----------------                

INCREASE (DECREASE) IN NET ASSETS:                                                                                               
FROM OPERATIONS:                                                                                                                 
                                                                                                                                 
   Net investment income ......................................  $    (64,437)   $    (49,856)   $    (15,821)                   
   Net realized gain (loss) ...................................       338,068         440,546         327,209                    
   Change in unrealized appreciation / (depreciation)                                                                            
      of investments ..........................................      (300,436)       (344,436)       (259,194)                   
                                                                 ------------    ------------    ------------                    

   Net increase (decrease) in net assets from operations ......       (26,805)         46,254          52,194                    
                                                                 ------------    ------------    ------------                    
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                               
   Contributions and Transfers:                                                                                                  
      Contributions ...........................................    17,791,841      12,116,331       9,607,211                    
      Transfers from other Funds and Guaranteed                                                                                  
         Interest Account (Note 1) ............................    11,695,862       5,602,864       3,864,604                    
                                                                 ------------    ------------    ------------                    

         Total ................................................    29,487,703      17,719,195      13,471,815                    
                                                                 ------------    ------------    ------------                    
      Benefit & other policy transaction ......................       134,692          20,842          45,537                    
   Withdrawals and Transfers:                                                                                                    
   Withdrawal and administrative charges ......................        23,284           8,570          14,345                    
      Transfers to other Funds and Guaranteed                                                                                    
         Interest Rate Account (Note 1) .......................     4,520,417       1,504,600       1,527,808                    
                                                                 ------------    ------------    ------------                    

         Total ................................................     4,678,393       1,534,012       1,587,690                    
                                                                 ------------    ------------    ------------                    

   Net increase in net assets from Contract Owner                                                                                
      transactions ............................................    24,809,310      16,185,183      11,884,125                    
                                                                 ------------    ------------    ------------                    

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                                  
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................       (10,579)         (3,378)         (1,959)                   
                                                                 ------------    ------------    ------------                    
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                           
   CONTRACT OWNERS ............................................    24,771,926      16,228,059      11,934,360                    
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                                  
   CONTRACT OWNERS ............................................            --              --              --                    
                                                                 ------------    ------------    ------------                    
NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                        
   CONTRACT OWNERS ............................................  $ 24,771,926    $ 16,228,059    $ 11,934,360                    
                                                                 ============    ============    ============                    

-------------------------                                                       
(a)  Commenced operations on May 1, 1997.                                       
(b)  Commenced operations on November 20, 1997.                                 

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS (CONCLUDED)                                 
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                      ASSET ALLOCATION SERIES:            
                                                           -------------------------------------------    
                                                                         ALLIANCE          EQ/PUTNAM      
                                                                       CONSERVATIVE        BALANCED       
                                                                      INVESTORS FUND        FUND(A)       
                                                           ---------------------------    -----------    -
                                                                1997            1996          1997        
                                                           ------------    -----------    -----------     

INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
                                                                                                          
   Net investment income ................................  $    481,754    $   193,429    $    51,548     
   Net realized gain (loss) .............................       687,695        154,966         45,528     
   Change in unrealized appreciation / (depreciation)                                                     
      of investments ....................................       478,094        (12,221)        73,582     
                                                            -----------    -----------    -----------     

   Net increase (decrease) in net assets from  operations     1,647,543        336,174        170,658     
                                                           ------------    -----------    -----------     
FROM CONTRACT OWNERS TRANSACTIONS:                                                                        
   Contributions and Transfers:                                                                           
      Contributions .....................................    10,862,780      3,977,495      4,294,496     
      Transfers from other Funds and Guaranteed                                                           
         Interest Account (Note 1) ......................     3,151,066      2,837,790      1,721,220     
                                                           ------------    -----------    -----------     

         Total ..........................................    14,013,846      6,815,285      6,015,716     
                                                           ------------    -----------    -----------     
      Benefit & other policy transaction ................       567,547         60,271         17,533     
   Withdrawals and Transfers:                                                                             
      Withdrawal and administrative charges .............       138,461        100,314         15,293     
      Transfers to other Funds and Guaranteed                                                             
         Interest Rate Account (Note 1) .................     1,428,179        814,338        120,099     
                                                           ------------    -----------    -----------     
         Total ..........................................     2,134,187        974,923        152,925     
                                                           ------------    -----------    -----------     

   Net increase in net assets from Contract Owner                                                         
      transactions ......................................    11,879,659      5,840,362      5,862,791     
                                                           ------------    -----------    -----------     
NET DECREASE (INCREASE) IN AMOUNT RETAINED BY                                                             
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5) ...       (57,026)       (12,633)          (483)    
                                                           ------------    -----------    -----------     
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                    
   CONTRACT OWNERS ......................................    13,470,176      6,163,903      6,032,966     
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                           
   CONTRACT OWNERS ......................................     7,858,282      1,694,379             --     
                                                           ------------    -----------    -----------     

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                 
   CONTRACT OWNERS ......................................  $ 21,328,458    $ 7,858,282    $ 6,032,966     
                                                           ============    ===========    ===========     


                                                                       ASSET ALLOCATION SERIES:           
                                                           ---------------------------------------------- 
                                                                         ALLIANCE           MERRILL LYNCH 
                                                                          GROWTH           WORLD STRATEGY 
                                                                      INVESTORS FUND           FUND(A)    
                                                           ----------------------------    -------------- 
                                                                1997           1996            1997       
                                                           ------------    ------------    ------------   

INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
                                                                                                          
   Net investment income ................................  $    736,541    $    218,025    $     2,974    
   Net realized gain (loss) .............................     3,620,598       1,601,901         24,219    
   Change in unrealized appreciation / (depreciation)                                                     
      of investments ....................................     1,844,488        (197,988)      (129,123)   
                                                           ------------    ------------    -----------    

   Net increase (decrease) in net assets from  operations     6,201,627       1,621,938       (101,930)   
                                                           ------------    ------------    -----------    
FROM CONTRACT OWNERS TRANSACTIONS:                                                                        
   Contributions and Transfers:                                                                           
      Contributions .....................................    32,084,069      11,004,121      2,043,811    
      Transfers from other Funds and Guaranteed                                                           
         Interest Account (Note 1) ......................     7,981,423       9,331,901        561,601    
                                                           ------------    ------------    -----------    

         Total ..........................................    40,065,492      20,336,022      2,605,412    
                                                           ------------    ------------    -----------    
      Benefit & other policy transaction ................     1,014,211         206,468          3,514    
   Withdrawals and Transfers:                                                                             
      Withdrawal and administrative charges .............       421,582         228,021          2,597    
      Transfers to other Funds and Guaranteed                                                             
         Interest Rate Account (Note 1) .................     2,744,848       1,177,040         84,455    
                                                           ------------    ------------    -----------    
         Total ..........................................     4,180,641       1,611,529         90,566    
                                                           ------------    ------------    -----------    

   Net increase in net assets from Contract Owner                                                         
      transactions ......................................    35,884,851      18,724,493      2,514,846    
                                                           ------------    ------------    -----------    
NET DECREASE (INCREASE) IN AMOUNT RETAINED BY                                                             
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5) ...      (111,839)        (32,214)          (121)   
                                                           ------------    ------------    -----------    
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                    
   CONTRACT OWNERS ......................................    41,974,639      20,314,217      2,412,795    
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                           
   CONTRACT OWNERS ......................................    24,008,395       3,694,178             --    
                                                           ------------    ------------    -----------    

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                 
   CONTRACT OWNERS ......................................  $ 65,983,034    $ 24,008,395    $ 2,412,795    
                                                           ============    ============    ===========    

-------------------------                                                       
(a)  Commenced operations on May 1, 1997.                                       

See Notes to Financial Statements.                                              

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

1.    General                                                                   

      The Equitable Life Assurance Society of the United States (Equitable Life)
      Separate  Account No. 45 (the  Account) is organized as a unit  investment
      trust, a type of investment company, and is registered with the Securities
      and Exchange  Commission  under the  Investment  Company Act of 1940 ("the
      1940 Act"). The Account consists of 22 investment funds (Funds):  Alliance
      Money Market  Fund,  Alliance  Intermediate  Government  Securities  Fund,
      Alliance  High Yield Fund,  T. Rowe Price Equity  Income  Fund,  EQ/Putnam
      Growth & Income Value Fund, Alliance Growth & Income Fund, Alliance Equity
      Index Fund,  Merrill Lynch Basic Value Equity Fund,  Alliance Common Stock
      Fund,  MFS Research Fund,  Alliance  Global Fund,  Alliance  International
      Fund, T. Rowe Price  International  Stock Fund,  Morgan  Stanley  Emerging
      Markets Equity Fund,  Alliance Aggressive Stock Fund, Warburg Pincus Small
      Company Value Fund,  Alliance Small Cap Growth Fund,  MFS Emerging  Growth
      Companies Fund, Alliance  Conservative  Investors Fund, EQ/Putnam Balanced
      Fund,  Alliance  Growth  Investors  Fund and Merrill Lynch World  Strategy
      Fund.  The assets in each Fund are  invested in shares of a  corresponding
      portfolio  (Portfolio)  of a mutual  fund,  Class IA and IB  shares of The
      Hudson  River Trust (HRT) or Class IB shares of EQ Advisors  Trust  (EQAT)
      (collectively  known as the  Trusts).  Class IB shares are  offered by the
      Funds at net asset  value and are  subject to  distribution  fees  imposed
      under a  distribution  plan adopted  pursuant to Rule 12b-1 under the 1940
      Act. Class IA shares of HRT continue to be purchased by contracts in-force
      prior to May 1,  1997.  The Trusts are  open-end,  diversified  management
      investment  companies  that  sell  its  shares  to  separate  accounts  of
   insurance companies. Each Portfolio has separate investment objectives.

      The Account is used to fund benefits for the Income Manager Accumulator, a
      non-qualified  deferred variable annuity, which combines the Portfolios in
      the Account with  guaranteed  fixed rate options,  and the Income  Manager
      Rollover IRA, which offers the same investment  options as the Accumulator
      for the qualified market. The Income Manager Accumulator is also available
      for  purchase by certain  types of  qualified  plans.  The Income  Manager
      Accumulator and the Income Manager Rollover IRA,  collectively referred to
      as the Contracts, are offered under group and individual variable deferred
annuity forms.                                                      

      All Contracts are issued by Equitable  Life. The assets of the Account are
      the  property of Equitable  Life.  However,  the portion of the  Account's
      assets   attributable  to  the  Contracts  will  not  be  chargeable  with
     liabilities arising out of any other business Equitable Life may conduct.

      Contract owners may allocate amounts in their  individual  accounts to the
      Funds  of the  Account,  and/or  to the  guaranteed  interest  account  of
      Equitable Life's General Account,  and/or to other Separate Accounts.  The
      net assets of any Fund of the Account  may not be less than the  aggregate
      of the contract owners' accounts allocated to that Fund. Additional assets
      are set aside in  Equitable  Life's  General  Account to provide for other
policy benefits, as required under the state insurance law.         

2.    Significant Accounting Policies                                           

      The  accompanying  financial  statements  are prepared in conformity  with
      generally  accepted  accounting  principles  (GAAP).  The  preparation  of
      financial  statements in conformity with GAAP requires  management to make
      estimates and assumptions  that affect the reported  amounts of assets and
      liabilities  and  disclosure of contingent  assets and  liabilities at the
      date of the financial  statements and the reported amounts of revenues and
      expenses  during the reporting  period.  Actual  results could differ from
those estimates.                                                    

      Investments  are made in shares  of the  Trust  and are  valued at the net
      asset values per share of the respective  Portfolios.  The net asset value
      is  determined  by the  Trust  using  the  market  or  fair  value  of the
underlying assets of the Portfolio less liabilities.                

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

      No  Federal  income  tax based on net income or  realized  and  unrealized
      capital gains is currently  applicable to Contracts  participating  in the
      Account by reason of applicable  provisions  of the Internal  Revenue Code
      and no Federal  income tax payable by Equitable Life is expected to affect
      the unit value of Contracts participating in the Account.  Accordingly, no
provision for income taxes is required.                             

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

3.    Asset Charges                                                             

      Charges  are made  directly  against the net assets of the Account and are
      reflected  daily in the  computation  of the unit values of the Contracts.
      Under the  Contracts,  Equitable  Life charges for  mortality  and expense
      risks at an annual rate of 0.90% of daily net assets.  In addition,  asset
      based administrative  charges are also charged to the account at an annual
      rate of 0.25% of daily net  assets.  The  charges  may be  retained in the
      Account by Equitable Life and participate in the net investment results of
      the  Trusts.  The  aggregate  of  these  charges  may not  exceed  a total
      effective  annual  rate of 1.15% of daily net  assets.  Trust  shares  are
      valued at their net asset value with  investment  advisory  or  management
      fees, the 12b-1 fee, and other expenses of the Trust, in effect, passed on
      to the  Account  and  reflected  in the  accumulation  unit  values of the
Contracts.                                                          

4.    Contributions, Transfers and Charges:                                     

      Net  accumulation  units issued and redeemed during the periods  indicated
were:                                                                           

                                                        [Enlarge/Download Table]

                                                                        DECEMBER 31,          DECEMBER 31,    
                                                                            1997                  1996        
                                                                      ------------------   -------------------
ALLIANCE MONEY MARKET FUND                                                        (IN THOUSANDS)              
------------------------------------------                                                                    
                                                                                                              
 Class A        Net Issued...........................................           --               1,128        
                Net Redeemed.........................................        (374)                  --        
 Class B        Net Issued...........................................        1,972                  --        

ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES FUND                                                              
------------------------------------------------                                                              
 Class A        Net Issued...........................................          161                  92        
 Class B        Net Issued...........................................          345                  --        

ALLIANCE HIGH YIELD FUND                                                                                      
------------------------------------                                                                          
 Class A        Net Issued...........................................           98                  --        
 Class B        Net Issued...........................................          505                  --        

T. ROWE PRICE EQUITY INCOME FUND (A)                                                                          
------------------------------------------------                                                              
 Class B        Net Issued...........................................        1,565                  --        

EQ/PUTNAM GROWTH & INCOME VALUE FUND (A)                                                                      
------------------------------------------------                                                              
 Class B        Net Issued...........................................        1,230                  --        

ALLIANCE GROWTH & INCOME FUND                                                                                 
----------------------------------------------                                                                
 Class A        Net Issued...........................................        2,377                 905        
 Class B        Net Issued...........................................        1,829                  --        

-----------------------                     
(a) Commenced Operations on May 1, 1997.    

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

4.    Contributions, Transfers and Charges (Continued):                         

      Net  accumulation  units issued and redeemed during the periods  indicated
were:                                                               

                                                        [Enlarge/Download Table]

                                                                     DECEMBER 31,         DECEMBER 31,     
                                                                         1997                 1996         
                                                                  -----------------------------------------
ALLIANCE EQUITY INDEX FUND (A)                                               (IN THOUSANDS)                
                                                                                                           
  Class B        Net Issued............................................              5                  -- 

 MERRILL LYNCH BASIC VALUE EQUITY FUND (A)                                                                 
 -----------------------------------------                                                                 
  Class B        Net Issued............................................            849                  -- 

 ALLIANCE COMMON STOCK FUND                                                                                
 --------------------------                                                                                
  Class A        Net Issued............................................            620                 439 
  Class B        Net Issued............................................            519                  -- 

 MFS RESEARCH FUND (A)                                                                                     
 ---------------------                                                                                     
  Class B        Net Issued............................................          1,039                  -- 

 ALLIANCE GLOBAL  FUND                                                                                     
 ---------------------                                                                                     
  Class A        Net Issued............................................             444                561 
  Class B        Net Issued............................................             308                 -- 

 ALLIANCE INTERNATIONAL FUND                                                                               
 ---------------------------                                                                               
  Class A        Net Issued............................................             438                643 
  Class B        Net Issued............................................             285                 -- 

 T. ROWE PRICE INTERNATIONAL STOCK FUND (A)                                                                
 ------------------------------------------                                                                
  Class B        Net Issued............................................          1,291                  -- 

 MORGAN STANLEY EMERGING MARKETS EQUITY FUND (B)                                                           
 -----------------------------------------------                                                           
  Class B        Net Issued............................................            282                  -- 

-----------------------                     
(a) Commenced Operations on May 1, 1997.    
(b) Commenced Operations on August 20, 1997.

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

4.    Contributions, Transfers and Charges (Concluded):                         

     Accumulation units issued and redeemed during the periods indicated were:

                                                        [Enlarge/Download Table]

                                                                  DECEMBER 31,        DECEMBER 31,  
                                                                     1997                 1996      
                                                                -----------------   ----------------
ALLIANCE AGGRESSIVE STOCK FUND                                             (IN THOUSANDS)           
------------------------------                                                                      
                                                                                                    
 Class A        Net Issued.......................................             641                562
 Class B        Net Issued.......................................             369                 --

WARBURG PINCUS SMALL COMPANY VALUE FUND (A)                                                         
-------------------------------------------                                                         
 Class B        Net Issued.......................................           2,096                 --

ALLIANCE SMALL CAP GROWTH FUND                                                                      
------------------------------                                                                      
 Class A        Net Issued.......................................             208                 --
 Class B        Net Issued.......................................           1,084                 --

MFS EMERGING GROWTH COMPANIES FUND (A)                                                              
--------------------------------------                                                              
 Class B        Net Issued.......................................             982                 --

ALLIANCE CONSERVATIVE INVESTORS FUND                                                                
------------------------------------                                                                
 Class A        Net Issued.......................................             356                354
 Class B        Net Issued.......................................             295                 --

EQ/PUTNAM BALANCED FUND (A)                                                                         
---------------------------                                                                         
 Class B        Net Issued.......................................             531                 --

ALLIANCE GROWTH INVESTORS FUND                                                                      
------------------------------                                                                      
 Class A        Net Issued.......................................             681                758
 Class B        Net Issued.......................................             581                 --

MERRILL LYNCH WORLD STRATEGY FUND (A)                                                               
------------------------------------                                                                
 Class B        Net Issued.......................................             232                 --

-----------------------                     
(a) Commenced Operations on May 1, 1997.    

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

5.    Amounts retained by Equitable Life in Separate Account No. 45             

      The amount  retained by Equitable Life in the Account  arises  principally
      from (1)  contributions  from  Equitable  Life,  (2) mortality and expense
      charges and asset based administrative charges accumulated in the account,
      and (3) that portion,  determined  ratably,  of the  Account's  investment
      results  applicable  to those  assets in the  Account in excess of the net
      assets for the  Contracts.  Amounts  retained  by  Equitable  Life are not
      subject  to  charges  for  mortality  and  expense  risks and asset  based
administrative expenses.                                            

      Amounts  retained by Equitable  Life in the Account may be  transferred at
any time by Equitable Life to its General Account.                  

      The following table shows the  contributions  (withdrawals) in net amounts
retained by Equitable Life by investment fund:                      

                                                        [Enlarge/Download Table]

                                                                                   YEARS ENDED DECEMBER 31,                 
                                                                ------------------------------------------------------------
                                    INVESTMENT FUND                          1997                           1996            
                                                                ------------------------------  ----------------------------
                                                                                                                            
Alliance Money Market Fund.....................................           $(240,000)                    $(125,000)          

Alliance Intermediate Government Securities Fund...............             (60,000)                      (25,000)          

Alliance High Yield Fund(1)....................................              10,000                            --           

T. Rowe Price Equity Income Fund(1)............................                  --                            --           

EQ/Putnam Growth & Income Value Fund(1)........................                  --                            --           

Alliance Growth & Income Fund..................................            (250,000)                      (60,000)          

Alliance Equity Index Fund.....................................               5,000                            --           

Merrill Lynch Basic Value Equity Fund(1).......................                  --                            --           

Alliance Common Stock Fund.....................................            (840,000)                     (223,000)          

MFS Research Fund(1)...........................................                  --                            --           

Alliance Global Fund...........................................            (185,000)                      (52,000)          

Alliance International Fund....................................            (120,000)                      (35,000)          

T. Rowe Price International Stock Fund(1)......................                  --                            --           

Morgan Stanley Emerging Markets Equity Fund(2).................                  --                            --           

Alliance Aggressive Stock Fund.................................            (435,000)                     (110,000)          

Warburg Pincus Small Company Value Fund(1).....................                  --                            --           

Alliance Small Cap Growth Fund(1)..............................              10,000                            --           

MFS Emerging Growth Companies Fund(1)..........................                  --                            --           

Alliance Conservative Investors Fund...........................             (87,000)                      (45,000)          

EQ/Putnam Balanced Fund(1).....................................                  --                            --           

Alliance Growth Investors Fund.................................            (185,000)                     (105,000)          

Merrill Lynch World Strategy Fund(1)...........................                  --                            --           
                                                                          
----------------------                                              
(1) Commenced operations on May 1, 1997.                            

(2) Commenced operations on November 20, 1997.                      

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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
DECEMBER 31, 1997                                                               

6.    Accumulation Unit Values                                                  

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                  YEARS ENDED DECEMBER 31,                  
                                                               -------------------------------------------------------------
                                                                            1997                           1996             
ALLIANCE MONEY MARKET FUND                                     -----------------------------     -------------------------- 
--------------------------                                                                                                  
                                                                                                                            
Class A Unit value, beginning of period.......................             $24.81                         $23.83            
Class A Unit value, end of period.............................             $25.85                         $24.81            
Class B Unit value, beginning of period (c)...................             $25.17                             --            
Class B Unit value, end of period (c).........................             $25.85                             --            
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................                928                          1,302            
   Class B....................................................              1,972                             --            

ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES FUND                                                                            
------------------------------------------------                                                                            
Class A Unit value, beginning of period.......................             $13.77                         $13.42            
Class A Unit value, end of period.............................             $14.60                         $13.77            
Class B Unit value, beginning of period (c)...................             $13.88                             --            
Class B Unit value, end of period (c).........................             $14.58                             --            
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................                413                            252            
   Class B....................................................                345                             --            

ALLIANCE HIGH YIELD FUND                                                                                                    
------------------------                                                                                                    
Class A Unit value, beginning of period.......................             $26.95                             --            
Class A Unit value, end of period.............................             $30.73                             --            
Class B Unit value, beginning of period.......................             $26.91                             --            
Class B Unit value, end of period.............................             $30.63                             --            
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................                 98                             --            
   Class B....................................................                505                             --            

T. ROWE PRICE EQUITY INCOME FUND (A)                                                                                        
------------------------------------                                                                                        
Class B Unit value, beginning of period.......................             $10.00                             --            
Class B Unit value, end of period.............................             $12.12                             --            
Number of units outstanding, end of period (000's):                                                                         
   Class B....................................................              1,565                             --            

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(b) Commenced Operations on August 20, 1997.                                    
(c) Units were made available for sale on May 1, 1997.                          

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THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       
SEPARATE ACCOUNT NO. 45                                                         
NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
DECEMBER 31, 1997                                                               
6.    Accumulation Unit Values (Continued):                                     

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                   YEARS ENDED DECEMBER 31,                 
                                                                ------------------------------------------------------------
                                                                            1997                            1996            
EQ/PUTNAM GROWTH & INCOME VALUE FUND (A)                        ------------------------------   ---------------------------
--------------------------------------------------------------                                                              
                                                                                                                            
Class B Unit value, beginning of period.......................             $10.00                           --              
Class B Unit value, end of period.............................             $11.53                           --              
Number of units outstanding, end of period (000's):                                                                         
   Class B....................................................              1,230                           --              

ALLIANCE GROWTH & INCOME FUND                                                                                               
-----------------------------                                                                                               
Class A Unit value, beginning of period.......................             $14.23                       $11.99              
Class A Unit value, end of period.............................             $17.83                       $14.23              
Class B Unit value, beginning of period (c)...................             $14.67                           --              
Class B Unit value, end of period (c).........................             $17.80                           --              
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................              3,433                        1,056              
   Class B....................................................              1,829                           --              

ALLIANCE EQUITY INDEX FUND (A)                                                                                              
------------------------------                                                                                              
Class A Unit value, beginning of period.......................             $17.62                           --              
Class A Unit value, end of period.............................             $21.41                           --              
Class B Unit value, beginning of period.......................             $17.62                           --              
Class B Unit value, end of period.............................             $21.38                           --              
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................                 --                           --              
   Class B....................................................                  5                           --              

MERRILL LYNCH BASIC VALUE EQUITY FUND (A)                                                                                   
-----------------------------------------                                                                                   
Class B Unit value, beginning of period.......................             $10.00                           --              
Class B Unit value, end of period.............................             $11.61                           --              
Number of units outstanding, end of period (000's):                                                                         
   Class B....................................................                849                           --              

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(b) Commenced Operations on August 20, 1997.                                    
(c) Units were made available for sale on May 1, 1997.                          

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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
DECEMBER 31, 1997                                                               
6.    Accumulation Unit Values (Continued):                                     

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                   YEARS ENDED DECEMBER 31,              
                                                                   ------------------------------------------------------
                                                                              1997                        1996           
ALLIANCE COMMON STOCK FUND                                         -------------------------     ------------------------
--------------------------                                                                                               
                                                                                                                         
Class A Unit value, beginning of period...........................          $152.96                     $124.52          
Class A Unit value, end of period.................................          $195.37                     $152.96          
Class B Unit value, beginning of period (c).......................          $153.35                          --          
Class B Unit value, end of period (c).............................          $194.74                          --          
Number of units outstanding, end of period (000's):                                                                      
   Class A........................................................            1,114                         494          
   Class B........................................................              519                          --          

MFS RESEARCH FUND (A)                                                                                                    
---------------------                                                                                                    
Class B Unit value, beginning of period...........................           $10.00                          --          
Class B Unit value, end of period.................................           $11.52                          --          
Number of units outstanding, end of period (000's):                                                                      
   Class B........................................................            1,039                          --          

ALLIANCE GLOBAL FUND                                                                                                     
--------------------                                                                                                     
Class A Unit value, beginning of period...........................           $25.25                      $22.29          
Class A Unit value, end of period.................................           $27.85                      $25.25          
Class B Unit value, beginning of period (c).......................           $24.87                          --          
Class B Unit value, end of period (c).............................           $27.76                          --          
Number of units outstanding, end of period (000's):                                                                      
   Class A........................................................            1,074                         609          
   Class B........................................................              308                          --          

ALLIANCE INTERNATIONAL FUND                                                                                              
---------------------------                                                                                              
Class A Unit value, beginning of period...........................           $11.98                      $11.03          
Class A Unit value, end of period.................................           $11.48                      $11.98          
Class B Unit value, beginning of period (c).......................           $11.86                          --          
Class B Unit value, end of period (c).............................           $11.46                          --          
Number of units outstanding, end of period (000's):                                                                      
   Class A........................................................            1,151                         717          
   Class B........................................................              285                          --          

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(c) Units were made available for sale on May 1, 1997.                          

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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
DECEMBER 31, 1997                                                               
6.    Accumulation Unit Values (Continued):                                     

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                YEARS ENDED DECEMBER 31,             
                                                               ------------------------------------------------------
                                                                           1997                        1996          
T. ROWE PRICE INTERNATIONAL STOCK FUND (A)                     ---------------------------   ------------------------
-----------------------------------------                                                                            
                                                                                                                     
Class B Unit value, beginning of period.......................            $10.00                        --           
Class B Unit value, end of period.............................            $ 9.77                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class B....................................................             1,291                        --           

MORGAN STANLEY EMERGING MARKETS EQUITY FUND (B)                                                                      
-----------------------------------------------                                                                      
Class B Unit value, beginning of period.......................            $10.00                        --           
Class B Unit value, end of period.............................            $ 7.95                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class B....................................................               282                        --           

ALLIANCE AGGRESSIVE STOCK FUND                                                                                       
------------------------------                                                                                       
Class A Unit value, beginning of period.......................            $65.94                    $54.59           
Class A Unit value, end of period.............................            $72.23                    $65.94           
Class B Unit value, beginning of period (c)...................            $62.84                        --           
Class B Unit value, end of period (c).........................            $72.00                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class A....................................................             1,261                       620           
   Class B....................................................               369                        --           

WARBURG PINCUS SMALL COMPANY VALUE FUND (A)                                                                          
-------------------------------------------                                                                          
Class B Unit value, beginning of period.......................            $10.00                        --           
Class B Unit value, end of period.............................            $11.82                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class B....................................................             2,096                        --           

ALLIANCE SMALL CAP GROWTH FUND (A)                                                                                   
----------------------------------                                                                                   
Class A Unit value, beginning of period.......................            $10.00                        --           
Class A Unit value, end of period.............................            $12.57                        --           
Class B Unit value, beginning of period.......................            $10.00                        --           
Class B Unit value, end of period.............................            $12.55                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class A....................................................               208                        --           
   Class B....................................................             1,084                        --           

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(b) Commenced Operations on November 20, 1997.                                  
(c) Units were made available for sale on May 1, 1997.                          

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

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)                                       
DECEMBER 31, 1997                                                               
6.    Accumulation Unit Values (Concluded):                                     

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                 YEARS ENDED DECEMBER 31,              
                                                               --------------------------------------------------------
                                                                           1997                          1996          
MFS EMERGING GROWTH FUND (A)                                   ---------------------------     ------------------------
----------------------------                                                                                           
                                                                                                                       
Class B Unit value, beginning of period.......................           $10.00                          --            
Class B Unit value, end of period.............................           $12.15                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class B....................................................              982                          --            

ALLIANCE CONSERVATIVE INVESTORS FUND                                                                                   
------------------------------------                                                                                   
Class A Unit value, beginning of period.......................           $17.21                      $16.55            
Class A Unit value, end of period.............................           $19.26                      $17.21            
Class B Unit value, beginning of period (c)...................           $17.33                          --            
Class B Unit value, end of period (c).........................           $19.23                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class A....................................................              813                         457            
   Class B....................................................              295                          --            

EQ/PUTMAN BALANCED FUND (A)                                                                                            
---------------------------                                                                                            
Class B Unit value, beginning of period.......................           $10.00                          --            
Class B Unit value, end of period.............................           $11.36                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class B....................................................              531                          --            

ALLIANCE GROWTH INVESTORS FUND                                                                                         
------------------------------                                                                                         
Class A Unit value, beginning of period.......................           $26.26                      $23.59            
Class A Unit value, end of period.............................           $30.31                      $26.26            
Class B Unit value, beginning of period (c)...................           $26.23                          --            
Class B Unit value, end of period (c).........................           $30.22                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class A....................................................            1,596                         914            
   Class B....................................................              581                          --            

MERRILL LYNCH WORLD STRATEGY FUND (A)                                                                                  
-------------------------------------                                                                                  
Class B Unit value, beginning of period.......................           $10.00                          --            
Class B Unit value, end of period.............................           $10.39                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class B....................................................              232                          --            

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(b) Commenced Operations on November 20, 1997.                                  
(c) Units were made available for sale on May 1, 1997.                          

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February 10, 1998                                                               

 Report of Independent Accountants

To the Board of Directors and Shareholders of                                   
The Equitable Life Assurance Society of the United States                       

In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  statements of earnings,  of shareholder's equity and of cash flows
present  fairly,  in  all  material  respects,  the  financial  position  of The
Equitable  Life  Assurance  Society  of the United  States and its  subsidiaries
("Equitable  Life") at  December  31,  1997 and 1996,  and the  results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting  principles.
These  financial   statements  are  the   responsibility   of  Equitable  Life's
management;  our  responsibility  is to express  an  opinion on these  financial
statements  based on our audits.  We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management and evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for the opinion  expressed
above.                                                                          

As discussed in Note 2 to the consolidated financial statements,  Equitable Life
changed its methods of accounting for long-duration participating life insurance
contracts and long-lived assets in 1996 and for loan impairments in 1995.       

/s/ Price Waterhouse, LLP                                                       
---------------------------                                                     
Price Waterhouse LLP                                                    
New York, New York                                                      
February 10, 1998                                                       

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
 CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND 1996

                                                        [Enlarge/Download Table]

                                                                                   1997                 1996       
                                                                             -----------------    -----------------
                                                                                         (In Millions)             
                                                                                                                   
ASSETS                                                                                                             
Investments:                                                                                                       
  Fixed maturities:                                                                                                
    Available for sale, at estimated fair value.............................  $    19,630.9        $    18,077.0   
  Mortgage loans on real estate.............................................        2,611.4              3,133.0   
  Equity real estate........................................................        2,749.2              3,297.5   
  Policy loans..............................................................        2,422.9              2,196.1   
  Other equity investments..................................................          951.5                860.6   
  Investment in and loans to affiliates.....................................          731.1                685.0   
  Other invested assets.....................................................          624.7                 25.4   
                                                                             -----------------    -----------------
      Total investments.....................................................       29,721.7             28,274.6   
Cash and cash equivalents...................................................          300.5                538.8   
Deferred policy acquisition costs...........................................        3,236.6              3,104.9   
Amounts due from discontinued operations....................................          572.8                996.2   
Other assets................................................................        2,685.2              2,552.2   
Closed Block assets.........................................................        8,566.6              8,495.0   
Separate Accounts assets....................................................       36,538.7             29,646.1   
                                                                             -----------------    -----------------

Total Assets................................................................  $    81,622.1        $    73,607.8   
                                                                             =================    =================

LIABILITIES                                                                                                        
Policyholders' account balances.............................................  $    21,579.5        $    21,865.6   
Future policy benefits and other policyholder's liabilities.................        4,553.8              4,416.6   
Short-term and long-term debt...............................................        1,991.2              1,766.9   
Other liabilities...........................................................        3,257.1              2,785.1   
Closed Block liabilities....................................................        9,073.7              9,091.3   
Separate Accounts liabilities...............................................       36,306.3             29,598.3   
                                                                             -----------------    -----------------
      Total liabilities.....................................................       76,761.6             69,523.8   
                                                                             -----------------    -----------------

Commitments and contingencies (Notes 10, 12, 13, 14 and 15)                                                        

SHAREHOLDER'S EQUITY                                                                                               
Common stock, $1.25 par value 2.0 million shares authorized, issued                                                
  and outstanding...........................................................            2.5                  2.5   
Capital in excess of par value..............................................        3,105.8              3,105.8   
Retained earnings...........................................................        1,235.9                798.7   
Net unrealized investment gains.............................................          533.6                189.9   
Minimum pension liability...................................................          (17.3)               (12.9)  
                                                                             -----------------    -----------------
      Total shareholder's equity............................................        4,860.5              4,084.0   
                                                                             -----------------    -----------------

Total Liabilities and Shareholder's Equity..................................  $    81,622.1        $    73,607.8   
                                                                             =================    =================

 See Notes to Consolidated Financial Statements.

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
 CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

                                                        [Enlarge/Download Table]


                                                                     1997               1996               1995       
                                                               -----------------  -----------------  -----------------
                                                                                   (In Millions)                      
                                                                                                                      
REVENUES                                                                                                              
Universal life and investment-type product policy fee                                                                 
  income......................................................  $      950.6       $       874.0      $       788.2   
Premiums......................................................         601.5               597.6              606.8   
Net investment income.........................................       2,282.8             2,203.6            2,088.2   
Investment (losses) gains, net................................         (45.2)               (9.8)               5.3   
Commissions, fees and other income............................       1,227.2             1,081.8              897.1   
Contribution from the Closed Block............................         102.5               125.0              143.2   
                                                               -----------------  -----------------  -----------------

      Total revenues..........................................       5,119.4             4,872.2            4,528.8   
                                                               -----------------  -----------------  -----------------

BENEFITS AND OTHER DEDUCTIONS                                                                                         
Interest credited to policyholders' account balances..........       1,266.2             1,270.2            1,248.3   
Policyholders' benefits.......................................         978.6             1,317.7            1,008.6   
Other operating costs and expenses............................       2,203.9             2,075.7            1,775.8   
                                                               -----------------  -----------------  -----------------

      Total benefits and other deductions.....................       4,448.7             4,663.6            4,032.7   
                                                               -----------------  -----------------  -----------------

Earnings from continuing operations before Federal                                                                    
  income taxes, minority interest and cumulative                                                                      
  effect of accounting change.................................         670.7               208.6              496.1   
Federal income taxes..........................................          91.5                 9.7              120.5   
Minority interest in net income of consolidated subsidiaries..          54.8                81.7               62.8   
                                                               -----------------  -----------------  -----------------
Earnings from continuing operations before cumulative                                                                 
  effect of accounting change.................................         524.4               117.2              312.8   
Discontinued operations, net of Federal income taxes..........         (87.2)              (83.8)               -     
Cumulative effect of accounting change, net of Federal                                                                
  income taxes................................................           -                 (23.1)               -     
                                                               -----------------  -----------------  -----------------

Net Earnings..................................................  $      437.2       $        10.3      $       312.8   
                                                               =================  =================  =================

 See Notes to Consolidated Financial Statements.

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

                                                        [Enlarge/Download Table]

                                                                     1997               1996               1995       
                                                               -----------------  -----------------  -----------------
                                                                                   (In Millions)                      
                                                                                                                      
Common stock, at par value, beginning and end of year.........  $        2.5       $         2.5      $         2.5   
                                                               -----------------  -----------------  -----------------

Capital in excess of par value, beginning and end of year.....       3,105.8             3,105.8            3,105.8   
                                                               -----------------  -----------------  -----------------

Retained earnings, beginning of year..........................         798.7               788.4              475.6   
Net earnings..................................................         437.2                10.3              312.8   
                                                               -----------------  -----------------  -----------------
Retained earnings, end of year................................       1,235.9               798.7              788.4   
                                                               -----------------  -----------------  -----------------

Net unrealized investment gains (losses), beginning of year...         189.9               396.5             (220.5)  
Change in unrealized investment gains (losses)................         343.7              (206.6)             617.0   
                                                               -----------------  -----------------  -----------------
Net unrealized investment gains, end of year..................         533.6               189.9              396.5   
                                                               -----------------  -----------------  -----------------

Minimum pension liability, beginning of year..................         (12.9)              (35.1)              (2.7)  
Change in minimum pension liability...........................          (4.4)               22.2              (32.4)  
                                                                                                     -----------------
                                                               -----------------  -----------------                   
Minimum pension liability, end of year........................         (17.3)              (12.9)             (35.1)  
                                                               -----------------  -----------------  -----------------

Total Shareholder's Equity, End of Year.......................  $    4,860.5       $     4,084.0      $     4,258.1   
                                                               =================  =================  =================

 See Notes to Consolidated Financial Statements.

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

                                                        [Enlarge/Download Table]


                                                                      1997               1996               1995       
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)                      
                                                                                                                       
Net earnings..................................................   $      437.2       $        10.3      $       312.8   
Adjustments  to  reconcile  net  earnings  to net  cash  provided  by  operating                                       
  activities:                                                                                                          
  Interest credited to policyholders' account balances........        1,266.2             1,270.2            1,248.3   
  Universal life and investment-type product                                                                           
    policy fee income.........................................         (950.6)             (874.0)            (788.2)  
  Investment losses (gains)...................................           45.2                 9.8               (5.3)  
  Change in Federal income tax payable........................          (74.4)             (197.1)             221.6   
  Other, net..................................................          169.4               330.2               80.5   
                                                                -----------------  -----------------  -----------------

Net cash provided by operating activities.....................          893.0               549.4            1,069.7   
                                                                -----------------  -----------------  -----------------

Cash flows from investing activities:                                                                                  
  Maturities and repayments...................................        2,702.9             2,275.1            1,897.4   
  Sales.......................................................       10,385.9             8,964.3            8,867.1   
  Purchases...................................................      (13,205.4)          (12,559.6)         (11,675.5)  
  (Increase) decrease in short-term investments...............         (555.0)              450.3              (99.3)  
  Decrease in loans to discontinued operations................          420.1             1,017.0            1,226.9   
  Sale of subsidiaries........................................          261.0                 -                  -     
  Other, net..................................................         (612.6)             (281.0)            (413.4)  
                                                                -----------------  -----------------  -----------------

Net cash used by investing activities.........................         (603.1)             (133.9)            (196.8)  
                                                                -----------------  -----------------  -----------------

Cash flows from financing activities: Policyholders' account balances:                                                 
    Deposits..................................................        1,281.7             1,925.4            2,586.5   
    Withdrawals...............................................       (1,886.8)           (2,385.2)          (2,657.1)  
  Net increase (decrease) in short-term financings............          419.9                 (.3)             (16.4)  
  Additions to long-term debt.................................           32.0                 -                599.7   
  Repayments of long-term debt................................         (196.4)             (124.8)             (40.7)  
  Payment of obligation to fund accumulated deficit of                                                                 
    discontinued operations...................................          (83.9)                -             (1,215.4)  
  Other, net..................................................          (94.7)              (66.5)             (48.4)  
                                                                -----------------  -----------------  -----------------

Net cash used by financing activities.........................         (528.2)             (651.4)            (791.8)  
                                                                -----------------  -----------------  -----------------

Change in cash and cash equivalents...........................         (238.3)             (235.9)              81.1   
Cash and cash equivalents, beginning of year..................          538.8               774.7              693.6   
                                                                -----------------  -----------------  -----------------

Cash and Cash Equivalents, End of Year........................   $      300.5       $       538.8      $       774.7   
                                                                =================  =================  =================

Supplemental cash flow information                                                                                     
  Interest Paid...............................................   $      217.1       $       109.9      $        89.6   
                                                                =================  =================  =================
  Income Taxes Paid (Refunded)................................   $      170.0       $       (10.0)     $       (82.7)  
                                                                =================  =================  =================

 See Notes to Consolidated Financial Statements.

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1)     ORGANIZATION                                                           

        The Equitable  Life Assurance  Society of the United States  ("Equitable
        Life")  is  a  wholly  owned  subsidiary  of  The  Equitable   Companies
        Incorporated  (the  "Holding   Company").   Equitable  Life's  insurance
        business  is  conducted  principally  by  Equitable  Life and,  prior to
        December 31, 1996, its wholly owned life insurance subsidiary, Equitable
        Variable Life Insurance Company  ("EVLICO").  Effective January 1, 1997,
        EVLICO was merged into Equitable  Life,  which  continues to conduct the
        Company's  insurance  business.  Equitable Life's investment  management
        business,  which comprises the Investment Services segment, is conducted
        principally  by  Alliance  Capital  Management  L.P.   ("Alliance")  and
        Donaldson,  Lufkin & Jenrette,  Inc. ("DLJ"),  an investment banking and
        brokerage  affiliate.  AXA-UAP ("AXA"),  a French holding company for an
        international   group  of  insurance  and  related  financial   services
        companies,   is  the  Holding  Company's  largest  shareholder,   owning
        approximately  58.7% at  December  31,  1997  (54.3%  if all  securities
        convertible  into,  and options on, common stock were to be converted or
exercised).                                                     

2)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

Basis of Presentation and Principles of Consolidation           

        The  accompanying  consolidated  financial  statements  are  prepared in
        conformity with generally accepted accounting  principles ("GAAP") which
        require  management to make  estimates and  assumptions  that affect the
        reported  amounts of assets and liabilities and disclosure of contingent
        assets and  liabilities at the date of the financial  statements and the
        reported  amounts of revenues and expenses during the reporting  period.
Actual results could differ from those estimates.               

        The accompanying  consolidated financial statements include the accounts
        of  Equitable  Life  and its  wholly  owned  life  insurance  subsidiary
        (collectively,   the  "Insurance  Group");  non-insurance  subsidiaries,
        principally  Alliance,  an investment advisory subsidiary,  and, through
        June  10,  1997,  Equitable  Real  Estate  Investment  Management,  Inc.
        ("EREIM"), a real estate investment management subsidiary which was sold
        (see  Note 5);  and  those  partnerships  and  joint  ventures  in which
        Equitable Life or its subsidiaries  has control and a majority  economic
        interest  (collectively,  including its consolidated  subsidiaries,  the
        "Company").  The  Company's  investment in DLJ is reported on the equity
        basis of accounting.  Closed Block assets and liabilities and results of
        operations  are presented in the  consolidated  financial  statements as
        single  line  items  (see  Note  6).  Unless  specifically  stated,  all
        disclosures  contained  herein  supporting  the  consolidated  financial
statements exclude the Closed Block related amounts.            

        All  significant  intercompany   transactions  and  balances  have  been
        eliminated in  consolidation  other than  intercompany  transactions and
        balances with the Closed Block and the discontinued operations (see Note
7).                                                             

        The years  "1997,"  "1996" and "1995" refer to the years ended  December
31, 1997, 1996 and 1995, respectively.                          

        Certain  reclassifications  have been made in the amounts  presented for
  prior periods to conform these periods with the 1997 presentation.

Closed Block                                                    

        As of July 22, 1992, Equitable Life established the Closed Block for the
        benefit of certain  classes of  individual  participating  policies  for
        which Equitable Life had a dividend scale payable in 1991 and which were
        in force on that date.  Assets were  allocated to the Closed Block in an
        amount which,  together with anticipated revenues from policies included
        in the Closed Block, was reasonably expected to be sufficient to support
        such  business,  including  provision  for  payment of  claims,  certain
        expenses and taxes,  and for  continuation of dividend scales payable in
1991, assuming the experience underlying such scales continues. 

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        Assets  allocated to the Closed Block inure solely to the benefit of the
        holders of policies  included in the Closed Block and will not revert to
        the benefit of the Holding Company. No reallocation, transfer, borrowing
        or  lending  of assets can be made  between  the Closed  Block and other
        portions  of  Equitable  Life's  General  Account,  any of its  Separate
        Accounts or any affiliate of Equitable  Life without the approval of the
        New York  Superintendent  of Insurance  (the  "Superintendent").  Closed
        Block  assets and  liabilities  are carried on the same basis as similar
        assets and liabilities held in the General Account. The excess of Closed
        Block  liabilities  over Closed  Block  assets  represents  the expected
        future  post-tax  contribution  from the  Closed  Block  which  would be
        recognized  in income over the period the policies and  contracts in the
Closed Block remain in force.                                   

Discontinued Operations                                         

        Discontinued operations consist of the business of the former Guaranteed
        Interest   Contract   ("GIC")   segment   which   includes   the   Group
        Non-Participating  Wind-Up Annuities  ("Wind-Up  Annuities") and the GIC
        lines  of  business.  An  allowance  was  established  for  the  premium
        deficiency  reserve for Wind-Up Annuities and estimated future losses of
        the  GIC  line of  business.  Management  reviews  the  adequacy  of the
        allowance  each  quarter  and,  during the 1997 and 1996 fourth  quarter
        reviews,  the  allowance  for future  losses was  increased.  Management
        believes  the  allowance  for  future  losses at  December  31,  1997 is
        adequate to provide for all future losses; however, the determination of
        the allowance  continues to involve  numerous  estimates and  subjective
        judgments regarding the expected performance of Discontinued  Operations
        Investment  Assets.  There can be no assurance  the losses  provided for
        will not  differ  from the  losses  ultimately  realized.  To the extent
        actual  results or future  projections  of the  discontinued  operations
        differ  from   management's   current  best  estimates  and  assumptions
        underlying  the allowance for future  losses,  the  difference  would be
        reflected in the  consolidated  statements  of earnings in  discontinued
        operations.  In  particular,  to the extent  income,  sales proceeds and
        holding periods for equity real estate differ from management's previous
        assumptions,  periodic adjustments to the allowance are likely to result
(see Note 7).                                                   

Accounting Changes                                              

        In 1996, the Company changed its method of accounting for  long-duration
        participating  life  insurance  contracts,  primarily  within the Closed
        Block,  in accordance  with the  provisions  prescribed by SFAS No. 120,
        "Accounting  and Reporting by Mutual Life Insurance  Enterprises  and by
        Insurance   Enterprises   for   Certain   Long-Duration    Participating
        Contracts".  (See "Deferred Policy Acquisition  Costs,"  "Policyholders'
Account Balances and Future Policy Benefits" and Note 6.)       

        The Company implemented SFAS No. 121,  "Accounting for the Impairment of
        Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of," as of
        January 1, 1996.  SFAS No. 121  requires  long-lived  assets and certain
        identifiable  intangibles be reviewed for impairment  whenever events or
        changes in circumstances  indicate the carrying value of such assets may
        not be  recoverable.  Effective with SFAS No. 121's  adoption,  impaired
        real estate is written down to fair value with the impairment loss being
        included in investment gains (losses), net. Before implementing SFAS No.
        121,  valuation  allowances  on real estate held for the  production  of
        income were computed using the  forecasted  cash flows of the respective
        properties  discounted at a rate equal to The Equitable's cost of funds.
        The  adoption of the  statement  resulted  in the  release of  valuation
        allowances of $152.4  million and  recognition  of impairment  losses of
        $144.0 million on real estate held for production of income. Real estate
        which management has committed to disposing of by sale or abandonment is
        classified  as real estate held for sale.  Valuation  allowances on real
        estate  held  for  sale  continue  to be  computed  using  the  lower of
        depreciated  cost or estimated  fair value,  net of  disposition  costs.
        Implementation of the SFAS No. 121 impairment  requirements  relative to
        other  assets to be disposed of resulted in a charge for the  cumulative
        effect of an accounting change of $23.1 million, net of a Federal income
        tax  benefit of $12.4  million,  due to the  writedown  to fair value of
building improvements relating to facilities vacated in 1996.   

        In the  first  quarter  of 1995,  the  Company  adopted  SFAS  No.  114,
        "Accounting  by Creditors  for  Impairment  of a Loan".  Impaired  loans
        within  SFAS No.  114's  scope are to be  measured  based on the present
        value of expected future cash flows  discounted at the loan's  effective
        interest rate, at the loan's  observable  market price or the fair value
        of the collateral if the loan is collateral  dependent.  The adoption of
        this  statement  did not  have a  material  effect  on the  level of the
        allowances  for  possible  losses  or  on  the  Company's   consolidated
statements of earnings and shareholder's equity.                

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New Accounting Pronouncements                                   

        In January  1998,  the Financial  Accounting  Standards  Board  ("FASB")
        issued SFAS No. 132,  "Employers'  Disclosures  about  Pension and Other
        Postretirement   Benefits,"   which  revises   current  note  disclosure
        requirements for employers' pension and other retiree benefits. SFAS No.
        132 is effective for fiscal years beginning after December 15, 1997. The
        Company  will  adopt  the  provisions  of  SFAS  No.  132  in  the  1998
consolidated financial statements.                              

        In December 1997, the American Institute of Certified Public Accountants
        ("AICPA")  issued  Statement of Position  ("SOP") 97-3,  "Accounting  by
        Insurance and Other Enterprises for Insurance-Related  Assessments". SOP
        97-3 provides guidance for assessments  related to insurance  activities
        and  requirements  for  disclosure of certain  information.  SOP 97-3 is
        effective for financial  statements  issued for periods  beginning after
        December 31, 1998. Restatement of previously issued financial statements
        is not required.  SOP 97-3 is not expected to have a material  impact on
the Company's consolidated financial statements.                

        In June 1997, the FASB issued SFAS No. 131,  "Disclosures about Segments
        of an  Enterprise  and Related  Information".  SFAS No. 131  establishes
        standards for the way public  business  enterprises  report  information
        about  operating  segments  in annual and interim  financial  statements
        issued  to  shareholders.  It also  establishes  standards  for  related
        disclosures  about  products and  services,  geographic  areas and major
        customers.  Generally,  financial  information  will be  required  to be
        reported  on  the  basis  used  by  management  for  evaluating  segment
        performance and for deciding how to allocate resources to segments. This
        statement is effective  for fiscal years  beginning  after  December 15,
        1997 and need not be applied to interim reporting in the initial year of
        adoption.  Restatement of comparative information for earlier periods is
        required.  Management is currently  reviewing its definition of business
segments in light of the requirements of SFAS No. 131.          

        In June 1997,  the FASB issued SFAS No.  130,  "Reporting  Comprehensive
        Income". SFAS No. 130 establishes standards for reporting and displaying
        comprehensive income and its components in a full set of general purpose
        financial  statements.  SFAS No. 130 requires an  enterprise to classify
        items of other  comprehensive  income  by their  nature  in a  financial
        statement  and display the  accumulated  balance of other  comprehensive
        income separately from retained earnings and additional  paid-in capital
        in the  equity  section  of a  statement  of  financial  position.  This
        statement is effective  for fiscal years  beginning  after  December 15,
        1997.  Reclassification  of  financial  statements  for earlier  periods
        provided for  comparative  purposes is required.  The Company will adopt
        the  provisions  of SFAS  No.  130 in its  1998  consolidated  financial
statements.                                                     

        In June 1996,  the FASB issued SFAS No. 125,  "Accounting  for Transfers
        and Servicing of Financial Assets and  Extinguishments  of Liabilities".
        SFAS No. 125 specifies the  accounting  and reporting  requirements  for
        transfers  of financial  assets,  the  recognition  and  measurement  of
        servicing  assets and  liabilities and  extinguishments  of liabilities.
        SFAS No. 125 is effective for transactions  occurring after December 31,
        1996 and is to be applied  prospectively.  In  December  1996,  the FASB
        issued  SFAS  No.  127,  "Deferral  of the  Effective  Date  of  Certain
        Provisions  of FASB  Statement  No.  125," which defers for one year the
        effective  date  of  provisions   relating  to  secured  borrowings  and
        collateral and transfers of financial assets that are part of repurchase
        agreements,  dollar-roll,  securities lending and similar  transactions.
        Implementation of SFAS No. 125 did not have nor is SFAS No. 127 expected
        to  have a  material  impact  on the  Company's  consolidated  financial
statements.                                                     

Valuation of Investments                                        

        Fixed  maturities  identified  as  available  for sale are  reported  at
        estimated fair value. The amortized cost of fixed maturities is adjusted
for impairments in value deemed to be other than temporary.     

        Valuation  allowances are netted  against the asset  categories to which
they apply.                                                     

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        Mortgage loans on real estate are stated at unpaid  principal  balances,
        net  of  unamortized  discounts  and  valuation  allowances.   Valuation
        allowances are based on the present value of expected  future cash flows
        discounted  at  the  loan's  original  effective  interest  rate  or the
        collateral  value  if the  loan is  collateral  dependent.  However,  if
        foreclosure  is or becomes  probable,  the  measurement  method  used is
collateral value.                                               

        Real estate,  including real estate acquired in satisfaction of debt, is
        stated at  depreciated  cost less valuation  allowances.  At the date of
        foreclosure (including in-substance  foreclosure),  real estate acquired
        in satisfaction of debt is valued at estimated fair value. Impaired real
        estate is  written  down to fair value  with the  impairment  loss being
        included in investment gains (losses), net. Valuation allowances on real
        estate held for sale are computed using the lower of depreciated cost or
        current estimated fair value, net of disposition costs.  Depreciation is
        discontinued on real estate held for sale. Prior to the adoption of SFAS
        No. 121,  valuation  allowances  on real estate held for  production  of
        income were computed using the  forecasted  cash flows of the respective
     properties discounted at a rate equal to the Company's cost of funds.

Policy loans are stated at unpaid principal balances.           

        Partnerships  and joint venture  interests in which the Company does not
        have control or a majority  economic interest are reported on the equity
        basis of accounting  and are included  either with equity real estate or
other equity investments, as appropriate.                       

        Common  stocks are carried at  estimated  fair value and are included in
other equity investments.                                       

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

        Cash and cash equivalents  includes cash on hand, amounts due from banks
        and highly liquid debt instruments  purchased with an original  maturity
of three months or less.                                        

        All securities are recorded in the consolidated  financial statements on
a trade date basis.                                             

        Net Investment Income,  Investment Gains, Net and Unrealized  Investment
Gains (Losses)                                                  

        Net   investment   income  and  realized   investment   gains   (losses)
        (collectively,  "investment  results") related to certain  participating
        group annuity contracts which are passed through to the  contractholders
      are reflected as interest credited to policyholders' account balances.

        Realized   investment   gains   (losses)  are   determined  by  specific
        identification  and are presented as a component of revenue.  Changes in
valuation allowances are included in investment gains or losses.

        Unrealized investment gains and losses on fixed maturities available for
        sale and equity  securities  held by the Company are  accounted for as a
        separate  component of  shareholder's  equity,  net of related  deferred
        Federal income taxes, amounts  attributable to discontinued  operations,
        participating  group annuity  contracts and deferred policy  acquisition
        costs ("DAC") related to universal life and investment-type products and
participating traditional life contracts.                       

Recognition of Insurance Income and Related Expenses            

        Premiums from universal life and investment-type  contracts are reported
        as deposits to  policyholders'  account  balances.  Revenues  from these
        contracts   consist  of  amounts  assessed  during  the  period  against
        policyholders'   account   balances  for   mortality   charges,   policy
        administration charges and surrender charges. Policy benefits and claims
        that are  charged to expense  include  benefit  claims  incurred  in the
period in excess of related policyholders' account balances.    

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        Premiums from participating and  non-participating  traditional life and
        annuity  policies with life  contingencies  generally are  recognized as
        income when due.  Benefits  and expenses are matched with such income so
        as to  result  in the  recognition  of  profits  over  the  life  of the
        contracts.  This match is  accomplished  by means of the  provision  for
        liabilities  for future policy  benefits and the deferral and subsequent
amortization of policy acquisition costs.                       

        For  contracts  with a single  premium  or a limited  number of  premium
        payments due over a  significantly  shorter period than the total period
        over which  benefits are provided,  premiums are recorded as income when
        due with any  excess  profit  deferred  and  recognized  in  income in a
        constant  relationship  to  insurance  in force or, for  annuities,  the
amount of expected future benefit payments.                     

        Premiums from individual  health contracts are recognized as income over
        the period to which the premiums  relate in  proportion to the amount of
insurance protection provided.                                  

Deferred Policy Acquisition Costs                               

        The  costs  of  acquiring   new   business,   principally   commissions,
        underwriting,  agency and policy issue expenses,  all of which vary with
        and  are  primarily  related  to the  production  of new  business,  are
        deferred. DAC is subject to recoverability testing at the time of policy
        issue and loss recognition testing at the end of each accounting period.

        For  universal  life  products  and  investment-type  products,  DAC  is
        amortized  over the expected  total life of the contract  group (periods
        ranging  from  15 to 35  years  and 5 to 17  years,  respectively)  as a
        constant  percentage of estimated gross profits arising principally from
        investment results,  mortality and expense margins and surrender charges
        based on historical and anticipated  future  experience,  updated at the
        end of each accounting  period. The effect on the amortization of DAC of
        revisions  to  estimated  gross  profits is reflected in earnings in the
        period such estimated  gross profits are revised.  The effect on the DAC
        asset that would result from realization of unrealized gains (losses) is
        recognized  with an offset to unrealized  gains (losses) in consolidated
shareholder's equity as of the balance sheet date.              

        For participating  traditional life policies (substantially all of which
        are in the Closed Block),  DAC is amortized over the expected total life
        of the contract group (40 years) as a constant  percentage  based on the
        present  value of the  estimated  gross  margin  amounts  expected to be
        realized  over the life of the contracts  using the expected  investment
        yield. At December 31, 1997, the expected  investment  yield,  excluding
        policy  loans,  generally  ranged from 7.53%  grading to 7.92% over a 20
        year period.  Estimated gross margin includes  anticipated  premiums and
        investment results less claims and administrative  expenses,  changes in
        the  net  level  premium  reserve  and  expected   annual   policyholder
        dividends.  The  effect  on the  amortization  of DAC  of  revisions  to
        estimated  gross  margins is  reflected  in  earnings in the period such
        estimated  gross  margins are revised.  The effect on the DAC asset that
        would result from realization of unrealized gains (losses) is recognized
        with  an  offset  to   unrealized   gains   (losses)   in   consolidated
shareholder's equity as of the balance sheet date.              

        For  non-participating  traditional  life and annuity policies with life
        contingencies,  DAC is amortized in proportion to anticipated  premiums.
        Assumptions  as to  anticipated  premiums  are  estimated at the date of
        policy  issue  and  are  consistently  applied  during  the  life of the
        contracts.   Deviations  from  estimated  experience  are  reflected  in
        earnings in the period such deviations  occur. For these contracts,  the
    amortization periods generally are for the total life of the policy.

        For  individual  health  benefit  insurance,  DAC is amortized  over the
        expected  average  life of the  contracts  (10 years  for major  medical
        policies  and  20  years  for  disability  income  ("DI")  products)  in
proportion to anticipated premium revenue at time of issue.     

Policyholders' Account Balances and Future Policy Benefits      

        Policyholders'  account balances for universal life and  investment-type
        contracts are equal to the policy  account  values.  The policy  account
        values  represents  an  accumulation  of  gross  premium  payments  plus
     credited interest less expense and mortality charges and withdrawals.

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        For  participating  traditional  life  policies,  future policy  benefit
        liabilities are calculated using a net level premium method on the basis
        of actuarial assumptions equal to guaranteed mortality and dividend fund
        interest  rates.  The  liability  for annual  dividends  represents  the
        accrual of annual dividends  earned.  Terminal  dividends are accrued in
proportion to gross margins over the life of the contract.      

        For non-participating traditional life insurance policies, future policy
        benefit  liabilities  are estimated  using a net level premium method on
        the basis of actuarial  assumptions  as to  mortality,  persistency  and
        interest established at policy issue.  Assumptions established at policy
        issue as to mortality and persistency are based on the Insurance Group's
        experience  which,  together  with  interest  and  expense  assumptions,
        include a margin for adverse deviation.  When the liabilities for future
        policy benefits plus the present value of expected future gross premiums
        for a product are  insufficient  to provide for expected  future  policy
        benefits  and  expenses  for  that  product,  DAC  is  written  off  and
        thereafter,  if required, a premium deficiency reserve is established by
        a charge to earnings.  Benefit  liabilities  for  traditional  annuities
        during the accumulation period are equal to accumulated contractholders'
        fund balances and after  annuitization are equal to the present value of
        expected  future  payments.  Interest  rates used in  establishing  such
        liabilities range from 2.25% to 11.5% for life insurance liabilities and
from 2.25% to 13.5% for annuity liabilities.                    

        During  the  fourth  quarter  of  1996,  a  loss  recognition  study  of
        participating group annuity contracts and conversion annuities ("Pension
        Par") was completed  which  included  management's  revised  estimate of
        assumptions,  such as expected mortality and future investment  returns.
        The  study's  results   prompted   management  to  establish  a  premium
        deficiency reserve which decreased  earnings from continuing  operations
and net earnings by $47.5 million ($73.0 million pre-tax).      

        Individual  health  benefit  liabilities  for active lives are estimated
        using  the  net  level  premium  method  and  assumptions  as to  future
        morbidity,  withdrawals and interest.  Benefit  liabilities for disabled
        lives are  estimated  using the  present  value of  benefits  method and
       experience assumptions as to claim terminations, expenses and interest.

        During  the  fourth  quarter  of  1996,  the  Company  completed  a loss
        recognition  study of the DI business  which  incorporated  management's
        revised  estimates  of  future  experience  with  regard  to  morbidity,
        investment  returns,   claims  and  administration  expenses  and  other
        factors.  The study  indicated DAC was not  recoverable and the reserves
        were  not  sufficient.  Earnings  from  continuing  operations  and  net
        earnings  decreased  by $208.0  million  ($320.0  million  pre-tax) as a
        result of  strengthening  DI reserves by $175.0  million and writing off
        unamortized DAC of $145.0 million related to DI products issued prior to
        July 1993. The determination of DI reserves requires making  assumptions
        and estimates relating to a variety of factors,  including morbidity and
        interest  rates,  claims  experience and lapse rates based on then known
        facts and circumstances. Such factors as claim incidence and termination
        rates can be affected by changes in the economic,  legal and  regulatory
        environments and work ethic.  While management  believes its 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.                                                    

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        Claim  reserves and associated  liabilities  for individual DI and major
        medical  policies were $886.7 million and $869.4 million at December 31,
        1997 and  1996,  respectively.  Incurred  benefits  (benefits  paid plus
        changes in claim reserves) and benefits paid for individual DI and major
        medical  policies   (excluding   reserve   strengthening  in  1996)  are
summarized as follows:                                          

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Incurred benefits related to current year..........  $       190.2      $      189.0      $      176.0    
Incurred benefits related to prior years...........            2.1              69.1              67.8    
                                                    -----------------  ----------------  -----------------
Total Incurred Benefits............................  $       192.3      $      258.1      $      243.8    
                                                    =================  ================  =================

Benefits paid related to current year..............  $        28.8      $       32.6      $       37.0    
Benefits paid related to prior years...............          146.2             153.3             137.8    
                                                    -----------------  ----------------  -----------------
Total Benefits Paid................................  $       175.0      $      185.9      $      174.8    
                                                    =================  ================  =================

Policyholders' Dividends                                        

        The amount of  policyholders'  dividends to be paid (including  those on
        policies  included  in the  Closed  Block)  is  determined  annually  by
        Equitable   Life's  board  of  directors.   The   aggregate   amount  of
        policyholders'  dividends  is  related  to actual  interest,  mortality,
        morbidity  and expense  experience  for the year and  judgment as to the
        appropriate level of statutory surplus to be retained by Equitable Life.

        At December 31, 1997,  participating  policies,  including  those in the
        Closed Block, represent  approximately 21.2% ($50.2 billion) of directly
written life insurance in force, net of amounts ceded.          

Federal Income Taxes                                            

        The  Company  files a  consolidated  Federal  income tax return with the
        Holding  Company  and its  consolidated  subsidiaries.  Current  Federal
        income  taxes are charged or credited to  operations  based upon amounts
        estimated to be payable or recoverable as a result of taxable operations
        for the current year.  Deferred  income tax assets and  liabilities  are
        recognized based on the difference between financial  statement carrying
        amounts  and income tax bases of assets and  liabilities  using  enacted
income tax rates and laws.                                      

Separate Accounts                                               

        Separate  Accounts are established in conformity with the New York State
        Insurance Law and generally are not  chargeable  with  liabilities  that
        arise from any other business of the Insurance Group.  Separate Accounts
        assets  are  subject to General  Account  claims  only to the extent the
value of such assets exceeds Separate Accounts liabilities.     

        Assets  and  liabilities  of the  Separate  Accounts,  representing  net
        deposits  and  accumulated  net  investment  earnings  less  fees,  held
        primarily  for  the  benefit  of  contractholders,  and  for  which  the
        Insurance Group does not bear the investment risk, are shown as separate
        captions in the consolidated  balance sheets.  The Insurance Group bears
        the investment risk on assets held in one Separate  Account,  therefore,
        such assets are carried on the same basis as similar  assets held in the
        General Account  portfolio.  Assets held in the other Separate  Accounts
        are carried at quoted  market  values or,  where  quoted  values are not
        available,  at  estimated  fair values as  determined  by the  Insurance
Group.                                                          

        The investment results of Separate Accounts on which the Insurance Group
        does not bear the  investment  risk are  reflected  directly in Separate
        Accounts  liabilities.  For 1997, 1996 and 1995,  investment  results of
        such  Separate  Accounts  were $3,411.1  million,  $2,970.6  million and
$1,963.2 million, respectively.                                 

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        Deposits to Separate  Accounts  are  reported as  increases  in Separate
        Accounts liabilities and are not reported in revenues. Mortality, policy
        administration  and  surrender  charges  on all  Separate  Accounts  are
included in revenues.                                           

Employee Stock Option Plan                                      

        The Company  accounts for stock  option  plans  sponsored by the Holding
        Company,   DLJ  and  Alliance  in  accordance  with  the  provisions  of
        Accounting  Principles  Board Opinion  ("APB") No. 25,  "Accounting  for
        Stock Issued to Employees," and related  interpretations.  In accordance
        with the opinion,  compensation expense is recorded on the date of grant
        only if the current  market price of the  underlying  stock  exceeds the
        exercise  price.  See  Note  21 for the pro  forma  disclosures  for the
        Holding Company,  DLJ and Alliance required by SFAS No. 123, "Accounting
for Stock-Based Compensation".                                  

3)     INVESTMENTS                                                            

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

                                                        [Enlarge/Download Table]


                                                                Gross               Gross                         
                                           Amortized          Unrealized         Unrealized         Estimated     
                                              Cost              Gains              Losses           Fair Value    
                                        -----------------  -----------------   ----------------  -----------------
                                                                      (In Millions)                               
                                                                                                                  
December 31, 1997                                                                                                 
Fixed Maturities:                                                                                                 
  Available for Sale:                                                                                             
    Corporate..........................  $    14,230.3      $       785.0       $       74.5      $    14,940.8   
    Mortgage-backed....................        1,702.8               23.5                1.3            1,725.0   
    U.S. Treasury securities and                                                                                  
      U.S. government and                                                                                         
      agency securities................        1,583.2               83.9                 .6            1,666.5   
    States and political subdivisions..          673.0                6.8                 .1              679.7   
    Foreign governments................          442.4               44.8                2.0              485.2   
    Redeemable preferred stock.........          128.0                6.7                1.0              133.7   
                                        -----------------  -----------------   ----------------  -----------------
Total Available for Sale...............  $    18,759.7      $       950.7       $       79.5      $    19,630.9   
                                        =================  =================   ================  =================
Equity Securities:                                                                                                
  Common stock.........................  $       408.4      $        48.7       $       15.0      $       442.1   
                                        =================  =================   ================  =================
December 31, 1996                                                                                                 
Fixed Maturities:                                                                                                 
  Available for Sale:                                                                                             
    Corporate..........................  $    13,645.2      $       451.5       $      121.0      $    13,975.7   
    Mortgage-backed....................        2,015.9               11.2               20.3            2,006.8   
    U.S. Treasury securities and                                                                                  
      U.S. government and                                                                                         
      agency securities................        1,539.4               39.2               19.3            1,559.3   
    States and political subdivisions..           77.0                4.5                -                 81.5   
    Foreign governments................          302.6               18.0                2.2              318.4   
    Redeemable preferred stock.........          139.1                3.3                7.1              135.3   
                                        -----------------  -----------------   ----------------  -----------------
Total Available for Sale...............  $    17,719.2      $       527.7       $      169.9      $    18,077.0   
                                        =================  =================   ================  =================
Equity Securities:                                                                                                
  Common stock.........................  $       362.0      $        49.3       $       17.7      $       393.6   
                                        =================  =================   ================  =================

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        For publicly traded fixed  maturities and equity  securities,  estimated
        fair  value  is  determined  using  quoted  market  prices.   For  fixed
        maturities without a readily ascertainable market value, the Company has
        determined  an  estimated  fair  value  using  a  discounted  cash  flow
        approach,  including  provisions for credit risk, generally based on the
        assumption  such  securities  will be held to maturity.  Estimated  fair
        values for equity  securities,  substantially all of which do not have a
        readily ascertainable market value, have been determined by the Company.
        Such estimated fair values do not  necessarily  represent the values for
        which  these  securities  could  have  been  sold  at the  dates  of the
        consolidated  balance sheets. At December 31, 1997 and 1996,  securities
        without a readily ascertainable market value having an amortized cost of
        $3,759.2 million and $3,915.7 million,  respectively, had estimated fair
values of $3,903.9 million and $4,024.6 million, respectively.  

      The contractual maturity of bonds at December 31, 1997 is shown below:

                                                        [Enlarge/Download Table]


                                                                                Available for Sale          
                                                                        ------------------------------------
                                                                           Amortized          Estimated     
                                                                             Cost             Fair Value    
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Due in one year or less................................................  $      149.9       $      151.3    
Due in years two through five..........................................       2,962.8            3,025.2    
Due in years six through ten...........................................       6,863.9            7,093.0    
Due after ten years....................................................       6,952.3            7,502.7    
Mortgage-backed securities.............................................       1,702.8            1,725.0    
                                                                        ----------------   -----------------
Total..................................................................  $   18,631.7       $   19,497.2    
                                                                        ================   =================

        Bonds not due at a single  maturity date have been included in the above
        table in the year of final maturity.  Actual maturities will differ from
        contractual  maturities  because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.

        The  Insurance  Group's fixed  maturity  investment  portfolio  includes
        corporate high yield  securities  consisting of public high yield bonds,
        redeemable  preferred  stocks and directly  negotiated debt in leveraged
        buyout  transactions.  The Insurance  Group seeks to minimize the higher
        than normal credit risks  associated  with such securities by monitoring
        the total  investments  in any single  issuer or total  investment  in a
        particular  industry  group.  Certain  of  these  corporate  high  yield
        securities are classified as other than investment  grade by the various
        rating  agencies,  i.e., a rating below Baa or National  Association  of
        Insurance Commissioners ("NAIC") designation of 3 (medium grade), 4 or 5
        (below  investment  grade) or 6 (in or near  default).  At December  31,
        1997,  approximately 17.85% of the $18,610.6 million aggregate amortized
        cost of bonds held by the  Insurance  Group were  considered to be other
than investment grade.                                          

        In addition to its  holdings of  corporate  high yield  securities,  the
        Insurance Group is an equity investor in limited  partnership  interests
        which  primarily  invest  in  securities  considered  to be  other  than
investment grade.                                               

        Fixed maturity  investments with  restructured or modified terms are not
material.                                                       

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    Investment valuation allowances and changes thereto are shown below:

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Balances, beginning of year........................  $       137.1      $      325.3      $      284.9    
SFAS No. 121 release...............................            -              (152.4)              -      
Additions charged to income........................          334.6             125.0             136.0    
Deductions for writedowns and                                                                             
  asset dispositions...............................          (87.2)           (160.8)            (95.6)   
                                                    -----------------  ----------------  -----------------
Balances, End of Year..............................  $       384.5      $      137.1      $      325.3    
                                                    =================  ================  =================

Balances, end of year comprise:                                                                           
  Mortgage loans on real estate....................  $        55.8      $       50.4      $       65.5    
  Equity real estate...............................          328.7              86.7             259.8    
                                                    -----------------  ----------------  -----------------
Total..............................................  $       384.5      $      137.1      $      325.3    
                                                    =================  ================  =================

        At December 31, 1997, the carrying  values of  investments  held for the
        production  of income  which were  non-income  producing  for the twelve
        months preceding the consolidated  balance sheet date were $12.6 million
     of fixed maturities and $.9 million of mortgage loans on real estate.

        At  December  31,  1997 and 1996,  mortgage  loans on real  estate  with
        scheduled payments 60 days (90 days for agricultural  mortgages) or more
        past due or in  foreclosure  (collectively,  "problem  mortgage loans on
        real  estate") had an  amortized  cost of $23.4  million  (0.9% of total
        mortgage loans on real estate) and $12.4 million (0.4% of total mortgage
loans on real estate), respectively.                            

        The payment terms of mortgage loans on real estate may from time to time
        be  restructured or modified.  The investment in  restructured  mortgage
        loans on real  estate,  based on  amortized  cost,  amounted  to  $183.4
        million and $388.3 million at December 31, 1997 and 1996,  respectively.
        Gross interest income on restructured mortgage loans on real estate that
        would have been recorded in accordance  with the original  terms of such
        loans  amounted to $17.2  million,  $35.5  million and $52.1  million in
        1997, 1996 and 1995, respectively.  Gross interest income on these loans
        included  in net  investment  income  aggregated  $12.7  million,  $28.2
million and $37.4 million in 1997, 1996 and 1995, respectively. 

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
related provision for losses were as follows:                   

                                                        [Enlarge/Download Table]


                                                                                 December 31,               
                                                                    ----------------------------------------
                                                                           1997                 1996        
                                                                    -------------------  -------------------
                                                                                 (In Millions)              
                                                                                                            
Impaired mortgage loans with provision for losses..................  $        196.7       $        340.0    
Impaired mortgage loans without provision for losses...............             3.6                122.3    
                                                                    -------------------  -------------------
Recorded investment in impaired mortgage loans.....................           200.3                462.3    
Provision for losses...............................................           (51.8)               (46.4)   
                                                                    -------------------  -------------------
Net Impaired Mortgage Loans........................................  $        148.5       $        415.9    
                                                                    ===================  ===================

        Impaired mortgage loans without provision for losses are loans where the
        fair value of the  collateral  or the net present  value of the expected
        future cash flows  related to the loan  equals or exceeds  the  recorded
        investment.  Interest income earned on loans where the collateral  value
        is used to measure  impairment  is recorded  on a cash  basis.  Interest
        income  on loans  where the  present  value  method  is used to  measure
        impairment  is accrued on the net  carrying  value amount of the loan at
        the  interest  rate used to  discount  the cash  flows.  Changes  in the
        present  value  attributable  to  changes  in the  amount  or  timing of
expected cash flows are reported as investment gains or losses. 

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        During 1997, 1996 and 1995, respectively, the Company's average recorded
        investment in impaired mortgage loans was $246.9 million, $552.1 million
        and  $429.0  million.  Interest  income  recognized  on  these  impaired
        mortgage  loans totaled $15.2  million,  $38.8 million and $27.9 million
        ($2.3  million,  $17.9  million and $13.4  million  recognized on a cash
basis) for 1997, 1996 and 1995, respectively.                   

        The Insurance Group's investment in equity real estate is through direct
        ownership  and through  investments  in real estate joint  ventures.  At
        December  31, 1997 and 1996,  the  carrying  value of equity real estate
        held  for  sale  amounted  to  $1,023.5   million  and  $345.6  million,
        respectively.  For 1997,  1996 and 1995,  respectively,  real  estate of
        $152.0  million,  $58.7  million  and  $35.3  million  was  acquired  in
        satisfaction  of debt. At December 31, 1997 and 1996,  the Company owned
        $693.3 million and $771.7 million, respectively, of real estate acquired
in satisfaction of debt.                                        

        Depreciation of real estate is computed using the  straight-line  method
        over the estimated useful lives of the properties, which generally range
        from 40 to 50 years.  Accumulated depreciation on real estate was $541.1
        million and $587.5 million at December 31, 1997 and 1996,  respectively.
        Depreciation expense on real estate totaled $74.9 million, $91.8 million
and $121.7 million for 1997, 1996 and 1995, respectively.       

4)     JOINT VENTURES AND PARTNERSHIPS                                        

        Summarized combined financial information for real estate joint ventures
        (29 and 34  individual  ventures  as of  December  31,  1997  and  1996,
        respectively) and for limited partnership  interests accounted for under
        the equity  method,  in which the  Company  has an  investment  of $10.0
        million  or  greater  and an equity  interest  of 10% or  greater  is as
follows:                                                        

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            

                                                                                                            
BALANCE SHEETS                                                                                              
Investments in real estate, at depreciated cost........................  $    1,700.9       $    1,883.7    
Investments in securities, generally at estimated fair value...........       1,374.8            2,430.6    
Cash and cash equivalents..............................................         105.4               98.0    
Other assets...........................................................         584.9              427.0    
                                                                        ----------------   -----------------
Total Assets...........................................................  $    3,766.0       $    4,839.3    
                                                                        ================   =================

Borrowed funds - third party...........................................  $      493.4       $    1,574.3    
Borrowed funds - the Company...........................................          31.2              137.9    
Other liabilities......................................................         284.0              415.8    
                                                                        ----------------   -----------------
Total liabilities......................................................         808.6            2,128.0    
                                                                        ----------------   -----------------

Partners' capital......................................................       2,957.4            2,711.3    
                                                                        ----------------   -----------------

Total Liabilities and Partners' Capital................................  $    3,766.0       $    4,839.3    
                                                                        ================   =================

Equity in partners' capital included above.............................  $      568.5       $      806.8    
Equity in limited partnership interests not included above.............         331.8              201.8    
Other..................................................................           4.3                9.8    
                                                                        ----------------   -----------------
Carrying Value.........................................................  $      904.6       $    1,018.4    
                                                                        ================   =================

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                                                        [Enlarge/Download Table]

                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
STATEMENTS OF EARNINGS                                                                                    
Revenues of real estate joint ventures.............  $       310.5      $      348.9      $      463.5    
Revenues of other limited partnership interests....          506.3             386.1             242.3    
Interest expense - third party.....................          (91.8)           (111.0)           (135.3)   
Interest expense - the Company.....................           (7.2)            (30.0)            (41.0)   
Other expenses.....................................         (263.6)           (282.5)           (397.7)   
                                                    -----------------  ----------------  -----------------
Net Earnings.......................................  $       454.2      $      311.5      $      131.8    
                                                    =================  ================  =================

Equity in net earnings included above..............  $        76.7      $       73.9      $       49.1    
Equity in net earnings of limited partnerships                                                            
  interests not included above.....................           69.5              35.8              44.8    
Other..............................................            (.9)               .9               1.0    
                                                                                         -----------------
                                                    -----------------  ----------------  -----------------
Total Equity in Net Earnings.......................  $       145.3      $      110.6      $       94.9    
                                                    =================  ================  =================

5)     NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)                    

The sources of net investment income are summarized as follows: 

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Fixed maturities...................................  $     1,459.4      $    1,307.4      $    1,151.1    
Mortgage loans on real estate......................          260.8             303.0             329.0    
Equity real estate.................................          390.4             442.4             560.4    
Other equity investments...........................          156.9             122.0              76.9    
Policy loans.......................................          177.0             160.3             144.4    
Other investment income............................          181.7             217.4             273.0    
                                                    -----------------  ----------------  -----------------

  Gross investment income..........................        2,626.2           2,552.5           2,534.8    
                                                    -----------------  ----------------  -----------------

  Investment expenses..............................          343.4             348.9             446.6    
                                                    -----------------  ----------------  -----------------

Net Investment Income..............................  $     2,282.8      $    2,203.6      $    2,088.2    
                                                    =================  ================  =================

        Investment  gains  (losses),  net,  including  changes in the  valuation
allowances, are summarized as follows:                          

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Fixed maturities...................................  $        88.1      $       60.5      $      119.9    
Mortgage loans on real estate......................          (11.2)            (27.3)            (40.2)   
Equity real estate.................................         (391.3)            (79.7)            (86.6)   
Other equity investments...........................           14.1              18.9              12.8    
Sale of subsidiaries...............................          252.1               -                 -      
Issuance and sales of Alliance Units...............            -                20.6               -      
Other..............................................            3.0              (2.8)              (.6)   
                                                    -----------------  ----------------  -----------------
Investment (Losses) Gains, Net.....................  $       (45.2)     $       (9.8)     $        5.3    
                                                    =================  ================  =================

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        Writedowns of fixed maturities amounted to $11.7 million,  $29.9 million
        and $46.7 million for 1997, 1996 and 1995, respectively,  and writedowns
        of  equity  real  estate  subsequent  to the  adoption  of SFAS No.  121
        amounted  to  $136.4  million  and  $23.7  million  for 1997  and  1996,
        respectively.  In the fourth quarter of 1997,  the Company  reclassified
        $1,095.4 million depreciated cost of equity real estate from real estate
        held  for the  production  of  income  to real  estate  held  for  sale.
        Additions to valuation  allowances of $227.6  million were recorded upon
        these transfers.  Additionally in the fourth quarter,  $132.3 million of
      writedowns on real estate held for production of income were recorded.

        For 1997,  1996 and 1995,  respectively,  proceeds  received on sales of
        fixed  maturities  classified as available for sale amounted to $9,789.7
        million,  $8,353.5 million and $8,206.0  million.  Gross gains of $166.0
        million,  $154.2  million and $211.4  million and gross losses of $108.8
        million, $92.7 million and $64.2 million, respectively, were realized on
        these sales. The change in unrealized  investment gains (losses) related
        to fixed maturities  classified as available for sale for 1997, 1996 and
        1995 amounted to $513.4 million,  $(258.0) million and $1,077.2 million,
respectively.                                                   

        For 1997,  1996 and 1995,  investment  results passed through to certain
        participating   group   annuity   contracts  as  interest   credited  to
        policyholders'  account  balances  amounted  to $137.5  million,  $136.7
million and $131.2 million, respectively.                       

        On June 10, 1997,  Equitable Life sold EREIM (other than its interest in
        Column Financial, Inc.) ("ERE") to Lend Lease Corporation Limited ("Lend
        Lease"),  a  publicly  traded,   international  property  and  financial
        services  company based in Sydney,  Australia.  The total purchase price
        was $400.0  million and consisted of $300.0 million in cash and a $100.0
        million note maturing in eight years and bearing interest at the rate of
        7.4%,  subject to certain  adjustments.  Equitable  Life  recognized  an
        investment  gain of $162.4  million,  net of Federal income tax of $87.4
        million as a result of this  transaction.  Equitable  Life  entered into
        long-term  advisory  agreements  whereby  ERE will  continue  to provide
        substantially  the same services to Equitable Life's General Account and
        Separate Accounts, for substantially the same fees, as provided prior to
the sale.                                                       

        Through  June 10, 1997 and the years ended  December  31, 1996 and 1995,
        respectively,  the businesses sold reported  combined  revenues of $91.6
        million,  $226.1 million and $245.6 million and combined net earnings of
        $10.7 million,  $30.7 million and $27.9 million.  Total combined  assets
        and liabilities as reported at December 31, 1996 were $171.8 million and
$130.1 million, respectively.                                   

        In  1996,  Alliance  acquired  the  business  of  Cursitor-Eaton   Asset
        Management   Company  and  Cursitor   Holdings  Limited   (collectively,
        "Cursitor")  for  approximately   $159.0  million.  The  purchase  price
        consisted of $94.3 million in cash,  1.8 million of Alliance's  publicly
        traded units  ("Alliance  Units"),  6% notes  aggregating  $21.5 million
        payable   ratably   over  four   years,   and   substantial   additional
        consideration  to be  determined  at a later  date.  The  excess  of the
        purchase price, including acquisition costs and minority interest,  over
        the  fair  value of  Cursitor's  net  assets  acquired  resulted  in the
        recognition  of  intangible  assets  consisting  of  costs  assigned  to
        contracts  acquired and  goodwill of  approximately  $122.8  million and
        $38.3 million,  respectively.  The Company recognized an investment gain
        of $20.6  million as a result of the issuance of Alliance  Units in this
        transaction.  On June 30, 1997,  Alliance  reduced the recorded value of
        goodwill  and  contracts  associated  with  Alliance's   acquisition  of
        Cursitor by $120.9 million.  This charge reflected  Alliance's view that
        Cursitor's continuing decline in assets under management and its reduced
        profitability,  resulting from relative investment underperformance,  no
        longer supported the carrying value of its investment.  As a result, the
        Company's  earnings from continuing  operations before cumulative effect
        of accounting change for 1997 included a charge of $59.5 million, net of
        a Federal  income tax benefit of $10.0 million and minority  interest of
        $51.4  million.  The  remaining  balance of  intangible  assets is being
        amortized  over its estimated  useful life of 20 years.  At December 31,
        1997, the Company's ownership of Alliance Units was approximately 56.9%.

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        Net unrealized  investment gains (losses),  included in the consolidated
        balance  sheets  as a  component  of  equity  and  the  changes  for the
corresponding years, are summarized as follows:                 

                                                        [Enlarge/Download Table]

                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Balance, beginning of year.........................  $       189.9      $      396.5      $     (220.5)   
Changes in unrealized investment gains (losses)....          543.3            (297.6)          1,198.9    
Changes in unrealized investment losses                                                                   
  (gains) attributable to:                                                                                
    Participating group annuity contracts..........           53.2               -               (78.1)   
    DAC............................................          (89.0)             42.3            (216.8)   
    Deferred Federal income taxes..................         (163.8)             48.7            (287.0)   
                                                    -----------------  ----------------  -----------------
Balance, End of Year...............................  $       533.6      $      189.9      $      396.5    
                                                    =================  ================  =================

Balance, end of year comprises:                                                                           
  Unrealized investment gains on:                                                                         
    Fixed maturities...............................  $       871.2      $      357.8      $      615.9    
    Other equity investments.......................           33.7              31.6              31.1    
    Other, principally Closed Block................           80.9              53.1              93.1    
                                                    -----------------  ----------------  -----------------
      Total........................................          985.8             442.5             740.1    
  Amounts of unrealized investment gains                                                                  
    attributable to:                                                                                      
      Participating group annuity contracts........          (19.0)            (72.2)            (72.2)   
      DAC..........................................         (141.0)            (52.0)            (94.3)   
      Deferred Federal income taxes................         (292.2)           (128.4)           (177.1)   
                                                    -----------------  ----------------  -----------------
Total..............................................  $       533.6      $      189.9      $      396.5    
                                                    =================  ================  =================

6)      CLOSED BLOCK                                                            

Summarized financial information for the Closed Block follows:  

                                                        [Enlarge/Download Table]


                                                                                  December 31,              
                                                                      --------------------------------------
                                                                            1997                 1996       
                                                                      -----------------    -----------------
                                                                                  (In Millions)             
                                                                                                            
Assets                                                                                                      
Fixed Maturities:                                                                                           
  Available for sale, at estimated fair value (amortized cost,                                              
    $4,059.4 and $3,820.7)...........................................  $    4,231.0         $    3,889.5    
Mortgage loans on real estate........................................       1,341.6              1,380.7    
Policy loans.........................................................       1,700.2              1,765.9    
Cash and other invested assets.......................................         282.7                336.1    
DAC..................................................................         775.2                876.5    
Other assets.........................................................         235.9                246.3    
                                                                      -----------------    -----------------
Total Assets.........................................................  $    8,566.6         $    8,495.0    
                                                                      =================    =================

Liabilities                                                                                                 
Future policy benefits and policyholders' account balances...........  $    8,993.2         $    8,999.7    
Other liabilities....................................................          80.5                 91.6    
                                                                      -----------------    -----------------
Total Liabilities....................................................  $    9,073.7         $    9,091.3    
                                                                      =================    =================

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                                                        [Enlarge/Download Table]

                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Revenues                                                                                                  
Premiums and other revenue.........................  $       687.1      $      724.8      $      753.4    
Investment income (net of investment                                                                      
  expenses of $27.0, $27.3 and $26.7)..............          574.9             546.6             538.9    
Investment losses, net.............................          (42.4)             (5.5)            (20.2)   
                                                    -----------------  ----------------  -----------------
      Total revenues...............................        1,219.6           1,265.9           1,272.1    
                                                    -----------------  ----------------  -----------------

Benefits and Other Deductions                                                                             
Policyholders' benefits and dividends..............        1,066.7           1,106.3           1,077.6    
Other operating costs and expenses.................           50.4              34.6              51.3    
                                                    -----------------  ----------------  -----------------
      Total benefits and other deductions..........        1,117.1           1,140.9           1,128.9    
                                                    -----------------  ----------------  -----------------

Contribution from the Closed Block.................  $       102.5      $      125.0      $      143.2    
                                                    =================  ================  =================

        At December 31, 1997 and 1996, problem mortgage loans on real estate had
        an amortized  cost of $8.1 million and $4.3 million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had an amortized cost of $70.5 million and $114.2 million,
        respectively.  At December 31, 1996, the restructured  mortgage loans on
        real estate  amount  included $.7 million of problem  mortgage  loans on
real estate.                                                    

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
related provision for losses were as follows:                   

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Impaired mortgage loans with provision for losses......................  $       109.1      $       128.1   
Impaired mortgage loans without provision for losses...................             .6                 .6   
                                                                        ----------------   -----------------
Recorded investment in impaired mortgages..............................          109.7              128.7   
Provision for losses...................................................          (17.4)             (12.9)  
                                                                        ----------------   -----------------
Net Impaired Mortgage Loans............................................  $        92.3      $       115.8   
                                                                        ================   =================

        During  1997,  1996  and  1995,  the  Closed  Block's  average  recorded
        investment in impaired mortgage loans was $110.2 million, $153.8 million
        and $146.9 million,  respectively.  Interest income  recognized on these
        impaired  mortgage  loans totaled $9.4  million,  $10.9 million and $5.9
        million  ($4.1  million,  $4.7 million and $1.3 million  recognized on a
cash basis) for 1997, 1996 and 1995, respectively.              

        Valuation  allowances  amounted to $18.5  million  and $13.8  million on
        mortgage  loans on real  estate and $16.8  million  and $3.7  million on
        equity real estate at December  31, 1997 and 1996,  respectively.  As of
        January  1,  1996,  the  adoption  of  SFAS  No.  121  resulted  in  the
        recognition of impairment losses of $5.6 million on real estate held for
        production of income.  Writedowns of fixed  maturities  amounted to $3.5
        million,  $12.8  million  and $16.8  million  for  1997,  1996 and 1995,
        respectively  and  writedowns  of equity real estate  subsequent  to the
adoption of SFAS No. 121 amounted to $28.8 million for 1997.    

        In the fourth quarter of 1997, $72.9 million  depreciated cost of equity
        real estate held for  production  of income was  reclassified  to equity
        real estate held for sale.  Additions to valuation  allowances  of $15.4
        million were recorded upon these transfers.  Additionally, in the fourth
        quarter,  $28.8 million of writedowns on real estate held for production
of income were recorded.                                        

        Many  expenses  related  to  Closed  Block  operations  are  charged  to
        operations  outside of the Closed Block;  accordingly,  the contribution
        from the Closed Block does not represent the actual profitability of the
        Closed Block  operations.  Operating  costs and expenses  outside of the
        Closed Block are, therefore, disproportionate to the business outside of
the Closed Block.                                               

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7)     DISCONTINUED OPERATIONS                                                

     Summarized financial information for discontinued operations follows:

                                                        [Enlarge/Download Table]


                                                                                  December 31,              
                                                                      --------------------------------------
                                                                            1997                 1996       
                                                                      -----------------    -----------------
                                                                                  (In Millions)             

                                                                                                            
Assets                                                                                                      
Mortgage loans on real estate........................................  $      655.5         $    1,111.1    
Equity real estate...................................................         655.6                925.6    
Other equity investments.............................................         209.3                300.5    
Short-term investments...............................................         102.0                 63.2    
Other invested assets................................................          41.9                 50.9    
                                                                      -----------------    -----------------
  Total investments..................................................       1,664.3              2,451.3    
Cash and cash equivalents............................................         106.8                 42.6    
Other assets.........................................................         253.9                242.9    
                                                                      -----------------    -----------------
Total Assets.........................................................  $    2,025.0         $    2,736.8    
                                                                      =================    =================

Liabilities                                                                                                 
Policyholders' liabilities...........................................  $    1,048.3         $    1,335.9    
Allowance for future losses..........................................         259.2                262.0    
Amounts due to continuing operations.................................         572.8                996.2    
Other liabilities....................................................         144.7                142.7    
                                                                      -----------------    -----------------
Total Liabilities....................................................  $    2,025.0         $    2,736.8    
                                                                      =================    =================

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Revenues                                                                                                  
Investment income (net of investment                                                                      
  expenses of $97.3, $127.5 and $153.1)............  $       188.6      $      245.4      $      323.6    
Investment losses, net.............................         (173.7)            (18.9)            (22.9)   
Policy fees, premiums and other income.............             .2                .2                .7    
                                                    -----------------  ----------------  -----------------
Total revenues.....................................           15.1             226.7             301.4    

Benefits and other deductions......................          169.5             250.4             326.5    
Losses charged to allowance for future losses......         (154.4)            (23.7)            (25.1)   
                                                    -----------------  ----------------  -----------------
Pre-tax loss from operations.......................            -                 -                 -      
Pre-tax loss from strengthening of the                                                                    
  allowance for future losses......................         (134.1)           (129.0)              -      
Federal income tax benefit.........................           46.9              45.2               -      
                                                    -----------------  ----------------  -----------------
Loss from Discontinued Operations..................  $       (87.2)     $      (83.8)     $        -      
                                                    =================  ================  =================

        The Company's  quarterly process for evaluating the allowance for future
        losses  applies  the  current   period's  results  of  the  discontinued
        operations  against  the  allowance,  re-estimates  future  losses,  and
        adjusts the  allowance,  if  appropriate.  Additionally,  as part of the
        Company's  annual  planning  process  which  takes  place in the  fourth
        quarter of each year,  investment and benefit cash flow  projections are
        prepared.  These updated  assumptions and estimates resulted in the need
to strengthen the allowance in 1997 and 1996, respectively.     

        In the fourth quarter of 1997, $329.9 million depreciated cost of equity
        real estate was reclassified from equity real estate held for production
        of  income  to  real  estate  held  for  sale.  Additions  to  valuation
        allowances  of $79.8  million  were  recognized  upon  these  transfers.
        Additionally,  in the fourth quarter, $92.5 million of writedown on real
estate held for production of income were recognized.           

        Benefits and other deductions includes $53.3 million, $114.3 million and
        $154.6  million of interest  expense  related to amounts  borrowed  from
continuing operations in 1997, 1996 and 1995, respectively.     

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        Valuation  allowances  amounted  to $28.4  million  and $9.0  million on
        mortgage  loans on real estate and $88.4  million  and $20.4  million on
        equity real estate at December  31, 1997 and 1996,  respectively.  As of
        January 1, 1996,  the  adoption of SFAS No. 121 resulted in a release of
        existing valuation allowances of $71.9 million on equity real estate and
        recognition  of  impairment  losses of $69.8 million on real estate held
        for production of income. Writedowns of equity real estate subsequent to
        the adoption of SFAS No. 121 amounted to $95.7 million and $12.3 million
for 1997 and 1996, respectively.                                

        At December 31, 1997 and 1996, problem mortgage loans on real estate had
        amortized  costs of $11.0  million and $7.9 million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had amortized  costs of $109.4 million and $208.1 million,
respectively.                                                   

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
related provision for losses were as follows:                   

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            

                                                                                                            
Impaired mortgage loans with provision for losses......................  $       101.8      $        83.5   
Impaired mortgage loans without provision for losses...................             .2               15.0   
                                                                        ----------------   -----------------
Recorded investment in impaired mortgages..............................          102.0               98.5   
Provision for losses...................................................          (27.3)              (8.8)  
                                                                        ----------------   -----------------
Net Impaired Mortgage Loans............................................  $        74.7      $        89.7   
                                                                        ================   =================

        During  1997,  1996  and  1995,  the  discontinued  operations'  average
        recorded investment in impaired mortgage loans was $89.2 million, $134.8
        million and $177.4 million, respectively.  Interest income recognized on
        these impaired  mortgage  loans totaled $6.6 million,  $10.1 million and
        $4.5 million ($5.3 million, $7.5 million and $.4 million recognized on a
cash basis) for 1997, 1996 and 1995, respectively.              

        At December  31, 1997 and 1996,  discontinued  operations  had  carrying
        values of $156.2  million  and  $263.0  million,  respectively,  of real
estate acquired in satisfaction of debt.                        

8)      SHORT-TERM AND LONG-TERM DEBT                                           

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

                                                        [Enlarge/Download Table]


                                                                                  December 31,              
                                                                      --------------------------------------
                                                                            1997                 1996       
                                                                      -----------------    -----------------
                                                                                  (In Millions)             
                                                                                                            
Short-term debt......................................................  $      422.2         $      174.1    
                                                                      -----------------    -----------------
Long-term debt:                                                                                             
Equitable Life:                                                                                             
  6.95% surplus notes scheduled to mature 2005.......................         399.4                399.4    
  7.70% surplus notes scheduled to mature 2015.......................         199.7                199.6    
  Other..............................................................            .3                   .5    
                                                                      -----------------    -----------------
      Total Equitable Life...........................................         599.4                599.5    
                                                                      -----------------    -----------------
Wholly Owned and Joint Venture Real Estate:                                                                 
  Mortgage notes, 5.87% - 12.00% due through 2006....................         951.1                968.6    
                                                                      -----------------    -----------------
Alliance:                                                                                                   
  Other..............................................................          18.5                 24.7    
                                                                      -----------------    -----------------
Total long-term debt.................................................       1,569.0              1,592.8    
                                                                      -----------------    -----------------

Total Short-term and Long-term Debt..................................  $    1,991.2         $    1,766.9    
                                                                      =================    =================

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Short-term Debt                                                 

        Equitable  Life has a $350.0 million bank credit  facility  available to
        fund  short-term  working capital needs and to facilitate the securities
        settlement  process.  The  credit  facility  consists  of two  types  of
        borrowing  options with varying interest rates and expires in June 2000.
        The interest rates are based on external  indices  dependent on the type
        of borrowing  and at December 31, 1997 range from 5.88% to 8.50%.  There
        were no  borrowings  outstanding  under  this bank  credit  facility  at
December 31, 1997.                                              

        Equitable  Life has a  commercial  paper  program with an issue limit of
        $500.0 million. This program is available for general corporate purposes
        used to support  Equitable  Life's  liquidity  needs and is supported by
        Equitable  Life's  existing  $350.0  million  bank credit  facility.  At
    December 31, 1997, $50.0 million was outstanding under this program.

        During 1996,  Alliance entered into a $250.0 million five-year revolving
        credit facility with a group of banks. Under the facility,  the interest
        rate, at the option of Alliance, is a floating rate generally based upon
        a defined  prime rate,  a rate related to the London  Interbank  Offered
        Rate  ("LIBOR") or the Federal  funds rate. A facility fee is payable on
        the  total  facility.  The  revolving  credit  facility  will be used to
        provide back-up liquidity for Alliance's $250.0 million commercial paper
        program, to fund commission payments to financial intermediaries for the
        sale of Class B and C shares under Alliance's  mutual fund  distribution
        system, and for general working capital purposes.  At December 31, 1997,
        Alliance had $72.0 million in  commercial  paper  outstanding  and there
were no borrowings under the revolving credit facility.         

Long-term Debt                                                  

        Several of the long-term  debt  agreements  have  restrictive  covenants
        related  to the total  amount of debt,  net  tangible  assets  and other
matters. The Company is in compliance with all debt covenants.  

        On December 18, 1995,  Equitable Life issued, in accordance with Section
        1307 of the New York  Insurance  Law,  $400.0  million of surplus  notes
        having an interest rate of 6.95%  scheduled to mature in 2005 and $200.0
        million of surplus notes having an interest  rate of 7.70%  scheduled to
        mature  in 2015  (together,  the  "Surplus  Notes").  Proceeds  from the
        issuance  of the  Surplus  Notes  were  $596.6  million,  net of related
        issuance  costs.  Payments of interest on, or principal  of, the Surplus
Notes are subject to prior approval by the Superintendent.      

        The Company has pledged real estate, mortgage loans, cash and securities
        amounting to $1,164.0  million and $1,406.4 million at December 31, 1997
 and 1996, respectively, as collateral for certain long-term debt.

        At December 31, 1997,  aggregate  maturities of the long-term debt based
        on required  principal  payments at maturity for 1998 and the succeeding
        four  years are $565.8  million,  $201.4  million,  $8.6  million,  $1.7
      million and $1.8 million, respectively, and $790.6 million thereafter.

9)     FEDERAL INCOME TAXES                                                   

        A  summary  of the  Federal  income  tax  expense  in  the  consolidated
statements of earnings is shown below:                          

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Federal income tax expense (benefit):                                                                     
  Current..........................................  $       186.5      $       97.9      $      (11.7)   
  Deferred.........................................          (95.0)            (88.2)            132.2    
                                                    -----------------  ----------------  -----------------
Total..............................................  $        91.5      $        9.7      $      120.5    
                                                    =================  ================  =================

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        The Federal income taxes  attributable  to  consolidated  operations are
        different from the amounts determined by multiplying the earnings before
        Federal  income  taxes and  minority  interest by the  expected  Federal
        income  tax  rate of 35%.  The  sources  of the  difference  and the tax
effects of each are as follows:                                 

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Expected Federal income tax expense................  $       234.7      $       73.0      $      173.7    
Non-taxable minority interest......................          (38.0)            (28.6)            (22.0)   
Adjustment of tax audit reserves...................          (81.7)              6.9               4.1    
Equity in unconsolidated subsidiaries..............          (45.1)            (32.3)            (19.4)   
Other..............................................           21.6              (9.3)            (15.9)   
                                                    -----------------  ----------------  -----------------
Federal Income Tax Expense.........................  $        91.5      $        9.7      $      120.5    
                                                    =================  ================  =================

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

                                                        [Enlarge/Download Table]

                                               December 31, 1997                  December 31, 1996         
                                        ---------------------------------  ---------------------------------
                                            Assets         Liabilities         Assets         Liabilities   
                                        ---------------  ----------------  ---------------   ---------------
                                                                   (In Millions)                            

                                                                                                            
Compensation and related benefits......  $     257.9      $        -        $      259.2      $       -     
Other..................................         30.7               -                 -                1.8   
DAC, reserves and reinsurance..........          -               222.8               -              166.0   
Investments............................          -               405.7               -              328.6   
                                        ---------------  ----------------  ---------------   ---------------
Total..................................  $     288.6      $      628.5      $      259.2      $     496.4   
                                        ===============  ================  ===============   ===============

        The deferred Federal income taxes impacting  operations  reflect the net
        tax effects of temporary  differences  between the  carrying  amounts of
        assets and liabilities for financial  reporting purposes and the amounts
        used for income tax purposes. The sources of these temporary differences
and the tax effects of each are as follows:                     

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
DAC, reserves and reinsurance......................  $        46.2      $     (156.2)     $       63.3    
Investments........................................         (113.8)             78.6              13.0    
Compensation and related benefits..................            3.7              22.3              30.8    
Other..............................................          (31.1)            (32.9)             25.1    
                                                    -----------------  ----------------  -----------------
Deferred Federal Income Tax                                                                               
  (Benefit) Expense................................  $       (95.0)     $      (88.2)     $      132.2    
                                                    =================  ================  =================

        The Internal  Revenue Service (the "IRS") is in the process of examining
        the Company's consolidated Federal income tax returns for the years 1989
        through  1991.  Management  believes  these audits will have no material
adverse effect on the Company's results of operations.          

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10)     REINSURANCE AGREEMENTS                                                  

        The Insurance Group assumes and cedes  reinsurance  with other insurance
        companies.  The Insurance Group evaluates the financial condition of its
        reinsurers to minimize its exposure to significant losses from reinsurer
        insolvencies. Ceded reinsurance does not relieve the originating insurer
        of  liability.  The  effect of  reinsurance  (excluding  group  life and
health) is summarized as follows:                               

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Direct premiums....................................  $       448.6      $      461.4      $      474.2    
Reinsurance assumed................................          198.3             177.5             171.3    
Reinsurance ceded..................................          (45.4)            (41.3)            (38.7)   
                                                    -----------------  ----------------  -----------------
Premiums...........................................  $       601.5      $      597.6      $      606.8    
                                                    =================  ================  =================

Universal Life and Investment-type Product                                                                
  Policy Fee Income Ceded..........................  $        61.0      $       48.2      $       44.0    
                                                    =================  ================  =================
Policyholders' Benefits Ceded......................  $        70.6      $       54.1      $       48.9    
                                                    =================  ================  =================
Interest Credited to Policyholders' Account                                                               
  Balances Ceded...................................  $        36.4      $       32.3      $       28.5    
                                                    =================  ================  =================

        Effective  January 1, 1994, all in force business above $5.0 million was
        reinsured.   During  1996,  the  Company's   retention  limit  on  joint
        survivorship  policies was  increased to $15.0  million.  The  Insurance
        Group also reinsures the entire risk on certain substandard underwriting
risks as well as in certain other cases.                        

        The Insurance  Group cedes 100% of its group life and health business to
        a third party  insurance  company.  Premiums ceded totaled $1.6 million,
        $2.4 million and $260.6 million for 1997,  1996 and 1995,  respectively.
        Ceded death and disability benefits totaled $4.3 million,  $21.2 million
        and $188.1  million  for 1997,  1996 and 1995,  respectively.  Insurance
        liabilities  ceded totaled $593.8 million and $652.4 million at December
31, 1997 and 1996, respectively.                                

11)     EMPLOYEE BENEFIT PLANS                                                  

        The Company sponsors  qualified and non-qualified  defined benefit plans
        covering   substantially  all  employees  (including  certain  qualified
        part-time employees), managers and certain agents. The pension plans are
        non-contributory.  Equitable Life's benefits are based on a cash balance
        formula or years of service  and final  average  earnings,  if  greater,
        under certain grandfathering rules in the plans. Alliance's benefits are
        based on years of  credited  service,  average  final  base  salary  and
        primary social  security  benefits.  The Company's  funding policy is to
        make the minimum contribution required by the Employee Retirement Income
Security Act of 1974 ("ERISA").                                 

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

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Service cost.......................................  $        32.5      $       33.8      $       30.0    
Interest cost on projected benefit obligations.....          128.2             120.8             122.0    
Actual return on assets............................         (307.6)           (181.4)           (309.2)   
Net amortization and deferrals.....................          166.6              43.4             155.6    
                                                    -----------------  ----------------  -----------------
Net Periodic Pension Cost (Credit).................  $        19.7      $       16.6      $       (1.6)   
                                                    =================  ================  =================

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

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Actuarial present value of obligations:                                                                     
  Vested...............................................................  $    1,702.6       $    1,672.2    
  Non-vested...........................................................           3.9               10.1    
                                                                        ----------------   -----------------
Accumulated Benefit Obligation.........................................  $    1,706.5       $    1,682.3    
                                                                        ================   =================

Plan assets at fair value..............................................  $    1,867.4       $    1,626.0    
Projected benefit obligations..........................................       1,801.3            1,765.5    
                                                                        ----------------   -----------------
Projected benefit obligations (in excess of) or less than plan assets..          66.1             (139.5)   
Unrecognized prior service cost........................................          (9.9)             (17.9)   
Unrecognized net loss from past experience different                                                        
  from that assumed....................................................          95.0              280.0    
Unrecognized net asset at transition...................................           3.1                4.7    
Additional minimum liability...........................................           -                (19.3)   
                                                                        ----------------   -----------------
Prepaid  Pension Cost..................................................  $      154.3       $      108.0    
                                                                        ================   =================

        The  discount  rate and rate of increase in future  compensation  levels
        used in  determining  the actuarial  present value of projected  benefit
        obligations were 7.25% and 4.07%, respectively, at December 31, 1997 and
        7.5% and 4.25%,  respectively,  at December 31,  1996.  As of January 1,
        1997 and 1996,  the expected  long-term rate of return on assets for the
retirement plan was 10.25%.                                     

        The  Company  recorded,  as a  reduction  of  shareholders'  equity,  an
        additional minimum pension liability of $17.3 million and $12.9 million,
        net  of  Federal   income   taxes,   at  December  31,  1997  and  1996,
        respectively,  primarily  representing  the  excess  of the  accumulated
        benefit  obligation  of the  qualified  pension  plan  over the  accrued
liability.                                                      

        The  pension  plan's  assets  include   corporate  and  government  debt
        securities,  equity  securities,  equity real estate and shares of group
trusts managed by Alliance.                                     

        Prior to 1987, the qualified plan funded participants'  benefits through
        the purchase of non-participating annuity contracts from Equitable Life.
        Benefit payments under these contracts were approximately $33.2 million,
      $34.7 million and $36.4 million for 1997, 1996 and 1995, respectively.

        The  Company  provides  certain  medical  and  life  insurance  benefits
        (collectively,  "postretirement  benefits")  for  qualifying  employees,
        managers and agents  retiring from the Company (i) on or after attaining
        age 55 who  have at  least  10  years  of  service  or (ii) on or  after
        attaining  age 65 or (iii) whose jobs have been  abolished  and who have
        attained age 50 with 20 years of service.  The life  insurance  benefits
        are related to age and salary at retirement. The costs of postretirement
        benefits are  recognized in accordance  with the  provisions of SFAS No.
        106. The Company  continues to fund  postretirement  benefits costs on a
        pay-as-you-go  basis and,  for 1997,  1996 and 1995,  the  Company  made
        estimated  postretirement  benefits  payments  of $18.7  million,  $18.9
million and $31.1 million, respectively.                        

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        The  following  table  sets  forth the  postretirement  benefits  plan's
        status,  reconciled to amounts recognized in the Company's  consolidated
financial statements:                                           

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Service cost.......................................  $         4.5      $        5.3      $        4.0    
Interest cost on accumulated postretirement                                                               
  benefits obligation..............................           34.7              34.6              34.7    
Net amortization and deferrals.....................            1.9               2.4              (2.3)   
                                                    -----------------  ----------------  -----------------
Net Periodic Postretirement Benefits Costs.........  $        41.1      $       42.3      $       36.4    
                                                    =================  ================  =================

                                                        [Enlarge/Download Table]

                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Accumulated postretirement benefits obligation:                                                             
  Retirees.............................................................  $      388.5       $      381.8    
  Fully eligible active plan participants..............................          45.7               50.7    
  Other active plan participants.......................................          56.6               60.7    
                                                                        ----------------   -----------------
                                                                                490.8              493.2    
Unrecognized prior service cost........................................          40.3               50.5    
Unrecognized net loss from past experience different                                                        
  from that assumed and from changes in assumptions....................        (140.6)            (150.5)   
                                                                        ----------------   -----------------
Accrued Postretirement Benefits Cost...................................  $      390.5       $      393.2    
                                                                        ================   =================

        Since January 1, 1994,  costs to the Company for providing these medical
        benefits  available  to  retirees  under  age 65 are the  same as  those
        offered to active  employees and costs to the Company of providing these
        medical  benefits  will  be  limited  to  200%  of  1993  costs  for all
participants.                                                   

        The  assumed   health  care  cost  trend  rate  used  in  measuring  the
        accumulated  postretirement  benefits  obligation  was  8.75%  in  1997,
        gradually  declining  to 2.75% in the  year  2009 and in 1996 was  9.5%,
        gradually  declining to 3.5% in the year 2009. The discount rate used in
        determining the accumulated postretirement benefits obligation was 7.25%
and 7.50% at December 31, 1997 and 1996, respectively.          

        If the health care cost trend rate assumptions were increased by 1%, the
        accumulated  postretirement  benefits obligation as of December 31, 1997
        would be  increased  7%.  The  effect  of this  change on the sum of the
service cost and interest cost would be an increase of 8%.      

12)     DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS                     

Derivatives                                                     

        The Insurance Group primarily uses derivatives for asset/liability  risk
        management and for hedging individual securities. Derivatives mainly are
        utilized to reduce the  Insurance  Group's  exposure  to  interest  rate
        fluctuations.  Accounting for interest rate swap  transactions  is on an
        accrual   basis.   Gains  and  losses  related  to  interest  rate  swap
        transactions are amortized as yield  adjustments over the remaining life
        of the underlying  hedged  security.  Income and expense  resulting from
        interest rate swap  activities are reflected in net  investment  income.
        The  notional  amount of  matched  interest  rate swaps  outstanding  at
        December  31,  1997 and 1996,  respectively,  was  $1,353.4  million and
        $649.9 million.  The average unexpired terms at December 31, 1997 ranged
        from 1.5 to 3.8 years.  At December  31, 1997,  the cost of  terminating
        outstanding  matched  swaps in a loss position was $10.9 million and the
        unrealized  gain on  outstanding  matched  swaps in a gain  position was
        $38.9  million.  The  Company  has no  intention  of  terminating  these
        contracts  prior to  maturity.  During  1996 and 1995,  net gains of $.2
        million and $1.4 million, respectively, were recorded in connection with
        interest rate swap activity.  Equitable Life has implemented an interest
        rate cap program designed to hedge crediting rates on interest-sensitive
    individual annuities contracts. The outstanding notional  amounts at

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        December 31, 1997 of contracts  purchased and sold were $7,250.0 million
        and $875.0 million, respectively. The net premium paid by Equitable Life
        on these contracts was $48.5 million and is being amortized ratably over
        the  contract  periods  ranging  from 1 to 5 years.  Income and  expense
        resulting  from this program are  reflected as an adjustment to interest
credited to policyholders' account balances.                    

        Substantially  all of DLJ's  activities  related to derivatives  are, by
        their nature trading  activities  which are primarily for the purpose of
        customer accommodations.  DLJ enters into certain contractual agreements
        referred to as derivatives or  off-balance-sheet  financial  instruments
        involving  futures,  forwards and options.  DLJ's derivative  activities
        consist of writing  over-the-counter  ("OTC") options to accommodate its
        customer  needs,  trading in forward  contracts in U.S.  government  and
        agency  issued or  guaranteed  securities  and in futures  contracts  on
        equity-based  indices,  interest rate  instruments  and  currencies  and
        issuing   structured   products  based  on  emerging  market   financial
        instruments  and  indices.  DLJ's  involvement  in  swap  contracts  and
commodity derivative instruments is not significant.            

Fair Value of Financial Instruments                             

        The Company  defines  fair value as the quoted  market  prices for those
        instruments  that are  actively  traded in financial  markets.  In cases
        where quoted market prices are not available,  fair values are estimated
        using  present  value  or other  valuation  techniques.  The fair  value
        estimates  are made at a  specific  point in  time,  based on  available
        market  information  and  judgments  about  the  financial   instrument,
        including  estimates  of the timing and amount of  expected  future cash
        flows and the credit standing of  counterparties.  Such estimates do not
        reflect any premium or discount that could result from offering for sale
        at one time the  Company's  entire  holdings of a  particular  financial
        instrument,  nor do they consider the tax impact of the  realization  of
        unrealized  gains or losses.  In many  cases,  the fair value  estimates
        cannot be  substantiated by comparison to independent  markets,  nor can
        the  disclosed  value  be  realized  in  immediate   settlement  of  the
instrument.                                                     

        Certain  financial  instruments  are  excluded,  particularly  insurance
        liabilities  other than financial  guarantees and investment  contracts.
        Fair market  value of  off-balance-sheet  financial  instruments  of the
Insurance Group was not material at December 31, 1997 and 1996. 

        Fair  values  for  mortgage  loans  on  real  estate  are  estimated  by
        discounting  future contractual cash flows using interest rates at which
        loans with similar  characteristics  and credit  quality  would be made.
        Fair values for foreclosed mortgage loans and problem mortgage loans are
        limited to the  estimated  fair value of the  underlying  collateral  if
lower.                                                          

        Fair values of policy loans are estimated by discounting  the face value
        of the  loans  from the time of the next  interest  rate  review  to the
        present,  at a rate equal to the excess of the current  estimated market
rates over the current interest rate charged on the loan.       

        The estimated fair values for the Company's  association plan contracts,
        supplementary contracts not involving life contingencies  ("SCNILC") and
        annuities  certain,   which  are  included  in  policyholders'   account
        balances,   and  guaranteed   interest  contracts  are  estimated  using
        projected cash flows  discounted at rates  reflecting  expected  current
offering rates.                                                 

        The  estimated  fair values for variable  deferred  annuities and single
        premium   deferred   annuities   ("SPDA"),   which   are   included   in
        policyholders'  account  balances,  are  estimated  by  discounting  the
        account  value back from the time of the next  crediting  rate review to
        the present,  at a rate equal to the excess of current  estimated market
rates offered on new policies over the current crediting rates. 

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        Fair values for long-term  debt is  determined  using  published  market
        values, where available,  or contractual cash flows discounted at market
        interest rates. The estimated fair values for non-recourse mortgage debt
        are  determined by  discounting  contractual  cash flows at a rate which
        takes  into  account  the level of  current  market  interest  rates and
        collateral  risk. The estimated  fair values for recourse  mortgage debt
        are  determined by  discounting  contractual  cash flows at a rate based
        upon  current  interest  rates of other  companies  with credit  ratings
        similar to the  Company.  The  Company's  carrying  value of  short-term
borrowings approximates their estimated fair value.             

        The following  table  discloses  carrying value and estimated fair value
      for financial instruments not otherwise disclosed in Notes 3, 6 and 7:

                                                        [Enlarge/Download Table]

                                                                   December 31,                             
                                        --------------------------------------------------------------------
                                                      1997                               1996               
                                        ---------------------------------  ---------------------------------
                                           Carrying         Estimated         Carrying         Estimated    
                                            Value          Fair Value          Value           Fair Value   
                                        ---------------  ----------------  ---------------   ---------------
                                                                   (In Millions)                            

                                                                                                            
Consolidated Financial Instruments:                                                                         
Mortgage loans on real estate..........  $    2,611.4     $     2,822.8     $     3,133.0     $    3,394.6  
Other limited partnership interests....         509.4             509.4             467.0            467.0  
Policy loans...........................       2,422.9           2,493.9           2,196.1          2,221.6  
Policyholders' account balances -                                                                           
  investment contracts.................      12,611.0          12,714.0          12,908.7         12,992.2  
Long-term debt.........................       1,569.0           1,531.5           1,592.8          1,557.7  

Closed Block Financial Instruments:                                                                         
Mortgage loans on real estate..........       1,341.6           1,420.7           1,380.7          1,425.6  
Other equity investments...............          86.3              86.3             105.0            105.0  
Policy loans...........................       1,700.2           1,784.2           1,765.9          1,798.0  
SCNILC liability.......................          27.6              30.3              30.6             34.9  

Discontinued Operations Financial                                                                           
Instruments:                                                                                                
Mortgage loans on real estate..........         655.5             779.9           1,111.1          1,220.3  
Fixed maturities.......................          38.7              38.7              42.5             42.5  
Other equity investments...............         209.3             209.3             300.5            300.5  
Guaranteed interest contracts..........          37.0              34.0             290.7            300.5  
Long-term debt.........................         102.0             102.1             102.1            102.2  

13)     COMMITMENTS AND CONTINGENT LIABILITIES                                  

        The Company  has  provided,  from time to time,  certain  guarantees  or
        commitments  to  affiliates,  investors and others.  These  arrangements
        include commitments by the Company,  under certain  conditions:  to make
        capital  contributions of up to $202.6 million to affiliated real estate
        joint  ventures;  and to provide  equity  financing  to certain  limited
        partnerships of $362.1 million at December 31, 1997, under existing loan
or loan commitment agreements.                                  

        Equitable  Life  is the  obligor  under  certain  structured  settlement
        agreements  which  it  had  entered  into  with  unaffiliated  insurance
        companies  and  beneficiaries.  To satisfy its  obligations  under these
        agreements,  Equitable  Life owns  single  premium  annuities  issued by
        previously wholly owned life insurance subsidiaries.  Equitable Life has
        directed  payment  under  these  annuities  to be made  directly  to the
        beneficiaries under the structured settlement  agreements.  A contingent
        liability exists with respect to these agreements  should the previously
        wholly  owned   subsidiaries  be  unable  to  meet  their   obligations.
        Management  believes the satisfaction of those  obligations by Equitable
Life is remote.                                                 

        The Insurance  Group had $47.4 million of letters of credit  outstanding
at December 31, 1997.                                           

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14)     LITIGATION                                                              

        Equitable  Life recently  agreed to settle,  subject to court  approval,
        previously  disclosed  cases brought by persons  insured under  Lifetime
        Guaranteed   Renewable  Major  Medical  Insurance   Policies  issued  by
        Equitable  Life  (the  "Policies")  in New York  (Golomb  et al.  v. The
        Equitable Life  Assurance  Society of the United  States),  Pennsylvania
        (Malvin et al. v. The  Equitable  Life  Assurance  Society of the United
        States), Texas (Bowler et al. v. The Equitable Life Assurance Society of
        the United  States),  Florida  (Bachman v. The Equitable  Life Assurance
        Society of the United States) and California  (Fletcher v. The Equitable
        Life Assurance Society of the United States).  Plaintiffs in these cases
        claimed that Equitable Life's method for determining  premium  increases
        breached   the  terms  of  certain   forms  of  the   Policies  and  was
        misrepresented.  Plaintiffs  in Bowler and  Fletcher  also  claimed that
        Equitable Life  misrepresented to policyholders in Texas and California,
        respectively,  that  premium  increases  had been  approved by insurance
        departments  in those states and  determined  annual rate increases in a
        manner  that  discriminated  against  policyholders  in those  states in
        violation of the terms of the Policies, representations to policyholders
        and/or state law. The New York trial court  dismissed  the Golomb action
        with  prejudice  and  plaintiffs  appealed.   In  Bowler  and  Fletcher,
        Equitable  Life denied the material  allegations  of the  complaints and
        filed motions for summary  judgment which have been fully  briefed.  The
        Malvin action was stayed indefinitely pending the outcome of proceedings
        in Golomb and in Fletcher the magistrate  concluded that the case should
        be remanded to California  state court and Equitable  Life appealed that
        determination  to the district  judge.  On December 23, 1997,  Equitable
        Life  entered into a settlement  agreement,  subject to court  approval,
        which would result in the dismissal  with  prejudice of each of the five
        pending actions and the resolution of all similar claims on a nationwide
basis.                                                          

        The settlement agreement provides for the creation of a nationwide class
        consisting of all persons holding,  and paying premiums on, the Policies
        at any time since January 1, 1988. An amended complaint will be filed in
        the federal  district court in Tampa,  Florida (where the Florida action
        is pending), that would assert claims of the kind previously made in the
        cases described above on a nationwide  basis, on behalf of policyholders
        in the nationwide class, which consists of approximately  127,000 former
        and current policyholders. If the settlement is approved, Equitable Life
        would pay  $14,166,000  in  exchange  for release of all claims for past
        damages on claims of the type described in the five pending  actions and
        the amended  complaint.  Costs of  administering  the settlement and any
        attorneys'  fees awarded by the court to  plaintiffs'  counsel  would be
        deducted from this fund before distribution of the balance to the class.
        In addition to this payment,  Equitable  Life will provide future relief
        to current  holders of certain  forms of the  Policies in the form of an
        agreement  to be  embodied  in the  court's  judgment,  restricting  the
        premium  increases  Equitable  Life can seek on  these  Policies  in the
        future.  The parties estimate the present value of these restrictions at
        $23,333,000, before deduction of any attorneys' fees that may be awarded
        by the court.  The estimate is based on assumptions  about future events
        that cannot be predicted with certainty and accordingly the actual value
        of the future relief may differ.  The parties to the settlement  shortly
        will be asking the court to approve  preliminarily  the  settlement  and
        settlement class and to permit  distribution of notice of the settlement
        to policyholders, establish procedures for objections, an opportunity to
        opt out of the  settlements  as it  affects  past  damages,  and a court
        hearing on whether the settlement should be finally approved.  Equitable
        Life cannot predict whether the settlement will be approved or, if it is
        not  approved,  the  outcome  of  the  pending  litigations.  As  noted,
        proceedings in Malvin were stayed indefinitely; proceedings in the other
        actions  have been  stayed or  deferred to  accommodate  the  settlement
approval process.                                               

        A number of lawsuits have been filed against life and health insurers in
        the  jurisdictions  in  which  Equitable  Life and its  subsidiaries  do
        business involving insurers' sales practices,  alleged agent misconduct,
        alleged failure to properly supervise agents, and other matters. Some of
        the lawsuits have resulted in the award of substantial judgments against
        other insurers,  including  material amounts of punitive damages,  or in
        substantial  settlements.   In  some  states,  juries  have  substantial
        discretion  in awarding  punitive  damages.  Equitable  Life,  Equitable
        Variable  Life  Insurance  Company  ("EVLICO,"  which  was  merged  into
        Equitable Life effective January 1, 1997, but whose existence  continues
        for certain limited  purposes,  including the defense of litigation) and
        The  Equitable of  Colorado,  Inc.  ("EOC"),  like other life and health
        insurers,  from  time to time are  involved  in such  litigation.  Among
        litigations  pending against  Equitable Life, EVLICO and EOC of the type
        referred  to in this  paragraph  are the  litigations  described  in the
following seven paragraphs.                                     

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        An action was instituted on April 6, 1995 against Equitable Life and its
        wholly owned subsidiary,  EOC, in New York state court,  entitled Sidney
        C. Cole, et al. v. The Equitable  Life  Assurance  Society of the United
        States and The Equitable of Colorado,  Inc. The action is brought by the
        holders of a joint  survivorship  whole life policy  issued by EOC.  The
        action purports to be on behalf of a class consisting of all persons who
        from January 1, 1984 purchased life insurance policies sold by Equitable
        Life and EOC based upon allegedly uniform sales presentations and policy
        illustrations.  The  complaint  puts  in  issue  various  alleged  sales
        practices that plaintiffs assert, among other things, misrepresented the
        stated  number of years that the annual  premium  would need to be paid.
        Plaintiffs  seek  damages  in an  unspecified  amount,  imposition  of a
        constructive  trust,  and  seek to  enjoin  Equitable  Life and EOC from
        engaging in the  challenged  sales  practices.  In June 1996,  the Court
        issued a decision and order dismissing with prejudice plaintiffs' causes
        of action for  fraud,  constructive  fraud,  breach of  fiduciary  duty,
        negligence,  and unjust  enrichment,  and dismissing  without  prejudice
        plaintiffs' cause of action under the New York State consumer protection
        statute.  The only remaining causes of action are for breach of contract
        and negligent  misrepresentation.  In April 1997,  plaintiffs noticed an
        appeal from the court's June 1996 order.  Subsequently,  Equitable  Life
        and EOC noticed a cross-appeal  from so much of the June 1996 order that
        denied their motion to dismiss.  Briefing on the appeals is scheduled to
        begin on  February  23,  1998.  In June  1997,  plaintiffs  filed  their
        memorandum  of law and  affidavits  in support of their motion for class
        certification.  That memorandum states that plaintiffs seek to certify a
        class  solely  on their  breach  of  contract  claims,  and not on their
        negligent   misrepresentation  claim.  Plaintiffs'  class  certification
        motion  has been fully  briefed by the  parties  and is sub  judice.  In
        August  1997,   Equitable  Life  and  EOC  moved  for  summary  judgment
        dismissing  plaintiffs'  remaining  claims  of breach  of  contract  and
        negligent  misrepresentation.  Defendants'  summary  judgment motion has
        been fully briefed by the parties. On January 5, 1998,  plaintiffs filed
a note of issue (placing the case on the trial calendar).       

        On May 21,  1996,  an  action  entitled  Elton  F.  Duncan,  III v.  The
        Equitable  Life  Assurance  Society of the United  States was  commenced
        against  Equitable  Life in the Civil  District  Court for the Parish of
        Orleans,  State of Louisiana.  The action  originally  was brought by an
        individual  who  purchased a whole life policy  from  Equitable  Life in
        1989.  In September  1997,  with leave of the court,  plaintiff  filed a
        second amended  petition naming six additional  policyholder  plaintiffs
        and  three  new  sales  agent  defendants.  The  sole  named  individual
        defendant in the  original  petition is also named as a defendant in the
        second  amended  petition.  Plaintiffs  purport  to  represent  a  class
        consisting  of all persons who  purchased  whole life or universal  life
        insurance policies from Equitable Life from January 1, 1981 through July
        22,  1992.   Plaintiffs   allege   improper  sales  practices  based  on
        allegations  of  misrepresentations   concerning  one  or  more  of  the
        following:  the number of years that  premiums  would need to be paid; a
        policy's suitability as an investment vehicle; and the extent to which a
        policy  was  a  proper  replacement  policy.  Plaintiffs  seek  damages,
        including punitive damages,  in an unspecified  amount. In October 1997,
        Equitable  Life filed (i)  exceptions  to the second  amended  petition,
        asserting  deficiencies  in pleading of venue and vagueness;  and (ii) a
        motion to strike  certain  allegations.  On January 23, 1998,  the court
        heard  argument on  Equitable  Life's  exceptions  and motion to strike.
        Those  motions  are sub  judice.  Motion  practice  regarding  discovery
continues.                                                      

        On July 26,  1996,  an action  entitled  Michael  Bradley  v.  Equitable
        Variable Life  Insurance  Company was commenced in New York state court,
        Kings  County.  The action is  brought by the holder of a variable  life
        insurance policy issued by EVLICO. The plaintiff purports to represent a
        class  consisting  of all persons or entities who  purchased one or more
        life  insurance  policies  issued by EVLICO  from  January 1, 1980.  The
        complaint  puts at issue  various  alleged  sales  practices and alleges
        misrepresentations  concerning  the  extent  to which the  policy  was a
        proper  replacement  policy  and the  number  of years  that the  annual
        premium  would  need to be  paid.  Plaintiff  seeks  damages,  including
        punitive  damages,  in an unspecified  amount and also seeks  injunctive
        relief  prohibiting  EVLICO from canceling  policies for failure to make
        premium  payments  beyond the  alleged  stated  number of years that the
        annual  premium would need to be paid.  EVLICO  answered the  complaint,
        denying the material  allegations.  In September  1996,  Equitable Life,
        EVLICO  and EOC made a motion to have this  proceeding  moved from Kings
        County Supreme Court to New York County for joint trial or consolidation
        with the Cole  action.  The  motion  was  denied by the Court in Cole in
        January 1997.  Plaintiff  then moved for  certification  of a nationwide
        class  consisting of all persons or entities who, since January 1, 1980,
        were   sold   one   or   more   life   insurance   products   based   on
        misrepresentations  as to the number of years  that the  annual  premium
        would need to be paid,  and/or who were  allegedly  induced to  purchase
        additional  policies  from EVLICO  using the cash value  accumulated  in
        existing  policies.  Defendants have opposed this motion.  Discovery and
        briefing  regarding  plaintiff's  motion  for  class  certification  are
ongoing.                                                        

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        On  December  12,  1996,  an action  entitled  Robert  E.  Dillon v. The
        Equitable Life Assurance  Society of the United States and The Equitable
        of Colorado,  was commenced in the United States  District Court for the
        Southern District of Florida. The action is brought by an individual who
        purchased a joint whole life policy from EOC in 1988. The complaint puts
        in issue various alleged sales practices and alleges  misrepresentations
        concerning the alleged  impropriety of  replacement  policies  issued by
        Equitable  Life and EOC and  alleged  misrepresentations  regarding  the
        number  of  years  premiums  would  have to be  paid on the  defendants'
        policies.  Plaintiff  alleges  claims  for  breach of  contract,  fraud,
        negligent  misrepresentation,  money had and received, unjust enrichment
        and imposition of a constructive trust.  Plaintiff purports to represent
        two classes of persons.  The first is a "contract class,"  consisting of
        all persons who purchased  whole or universal  life  insurance  policies
        from  Equitable  Life and EOC and from whom  Equitable Life and EOC have
        sought additional payments beyond the number of years allegedly promised
        by Equitable Life and EOC. The second is a "fraud class,"  consisting of
        all persons with an interest in policies  issued by  Equitable  Life and
        EOC at any time since  October 1, 1986.  Plaintiff  seeks  damages in an
        unspecified amount, and also seeks injunctive relief attaching Equitable
        Life's and EOC's  profits from their  alleged  sales  practices.  In May
        1997, plaintiff served a motion for class  certification.  In July 1997,
        the parties  submitted  to the Court a joint  scheduling  report,  joint
        scheduling order and a confidentiality  stipulation and order. The Court
        signed the latter stipulation, and the others remain sub judice. Further
        briefing on plaintiff's class certification motion will await entry of a
        scheduling order and further class  certification  discovery,  which has
        commenced and is on-going.  In January 1998,  the judge  assigned to the
        case recused  himself,  and the case was  reassigned.  Defendants are to
serve their answer in February 1998.                            

        On January 3, 1996, an amended complaint was filed in an action entitled
        Frank Franze Jr. and George  Busher,  individually  and on behalf of all
        others similarly situated v. The Equitable Life Assurance Society of the
        United  States,  and Equitable  Variable  Life  Insurance  Company,  No.
        94-2036 in the United States District Court for the Southern District of
        Florida.  The  action  was  brought  by two  individuals  who  purchased
        variable life insurance policies.  The plaintiffs purport to represent a
        nationwide class  consisting of all persons who purchased  variable life
        insurance  policies from Equitable  Life and EVLICO since  September 30,
        1991. The amended  complaint  alleges that Equitable Life's and EVLICO's
        agents were  trained not to disclose  fully that the product  being sold
        was  life  insurance.   Plaintiffs  allege  violations  of  the  Federal
        securities  laws and seek  rescission of the  contracts or  compensatory
        damages and attorneys' fees and expenses. Equitable Life and EVLICO have
        answered the amended  complaint,  denying the material  allegations  and
        asserting  certain  affirmative  defenses.   Motion  practice  regarding
discovery continues.                                            

        On January 9, 1997, an action entitled Rosemarie Chaviano,  individually
        and on behalf of all others  similarly  situated v. The  Equitable  Life
        Assurance  Society of the United  States,  and  Equitable  Variable Life
        Insurance Company,  was filed in Massachusetts state court making claims
        similar to those in the Franze  action and  alleging  violations  of the
        Massachusetts  securities laws. The plaintiff  purports to represent all
        persons in Massachusetts who purchased variable life insurance contracts
        from Equitable Life and EVLICO from January 9, 1993 to the present.  The
        Massachusetts  action seeks  rescission of the contracts or compensatory
        damages,  attorneys'  fees,  expenses and injunctive  relief.  Plaintiff
        filed an amended  complaint in April 1997. In July 1997,  Equitable Life
        served a motion to dismiss the amended complaint or, in the alternative,
        for summary judgment.  On September 12, 1997,  plaintiff moved for class
        certification.  This motion is  scheduled  for  hearing on February  18,
1998.                                                           

        On September 11, 1997, an action entitled Pamela L. and James A. Luther,
        individually and as  representatives of all people similarly situated v.
        The Equitable Life Assurance Society of the United States, The Equitable
        Companies Incorporated, and Casey Cammack, individually and as agent for
        The  Equitable  Life  Assurance  Society  of the  United  States and The
        Equitable  Companies  Incorporated,  was filed in Texas state court. The
        action was brought by holders of a whole life policy and the beneficiary
        under that policy. Plaintiffs purport to represent a nationwide class of
        persons  having  an  ownership  or  beneficial  interest  in  whole  and
        universal  life policies  issued by Equitable  Life from January 1, 1982
        through  December 31, 1996.  Also  included in the  purported  class are
        persons  having an ownership  interest in variable  annuities  purchased
        from Equitable  Life from January 1, 1992 to the present.  The complaint
        puts  in  issue  the  allegations  that  uniform  sales   presentations,
        illustrations,   and   materials   that   Equitable   Life  agents  used
        misrepresented the stated number of years that premiums would need to be
      paid and misrepresented the extent to which the policies at issue were

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        proper  replacement  policies.  Plaintiffs  seek  compensatory  damages,
        attorneys' fees and expenses.  In October 1997,  Equitable Life served a
        general denial of the allegations  against it. The same day, the Holding
        Company entered a special appearance contesting the court's jurisdiction
        over it. In November  1997,  Equitable  Life filed a plea in  abatement,
        which,  under Texas law, stayed further  proceedings in the case because
        plaintiffs  had not served a demand letter.  Plaintiffs  served a demand
        letter upon  Equitable  Life and the Holding  Company,  the  response to
        which is due 60 days  thereafter.  Although  the  outcome of  litigation
        cannot be predicted with certainty,  particularly in the early stages of
        an  action,  the  Company's   management   believes  that  the  ultimate
        resolution of the Cole, Duncan,  Bradley,  Dillon, Franze,  Chaviano and
        Luther  litigations  should  not have a material  adverse  effect on the
        financial position of the Company.  The Company's management cannot make
        an  estimate  of  loss,  if any,  or  predict  whether  or not any  such
        litigation will have a material adverse effect on the Company's  results
of operations in any particular period.                         

        On September 12, 1997, the United States District Court for the Northern
        District  of Alabama,  Southern  Division,  entered an order  certifying
        James  Brown  as the  representative  of a class  consisting  of  "[a]ll
        African-Americans  who applied but were not hired for, were  discouraged
        from applying for, or would have applied for the position of Sales Agent
        in the absence of the discriminatory practices, and/or procedures in the
        [former]  Southern  Region  of The  Equitable  from May 16,  1987 to the
        present." The second amended  complaint in James W. Brown,  on behalf of
        others similarly situated v. The Equitable Life Assurance Society of the
        United  States,   alleges,  among  other  things,  that  Equitable  Life
        discriminated on the basis of race against  African-American  applicants
        and  potential   applicants  in  hiring  individuals  as  sales  agents.
        Plaintiffs  seek a  declaratory  judgment and  affirmative  and negative
        injunctive relief, including the payment of back-pay,  pension and other
        compensation. Although the outcome of any litigation cannot be predicted
        with  certainty,  the  Company's  management  believes that the ultimate
        resolution of this matter should not have a material  adverse  effect on
        the financial position of the Company.  The Company's  management cannot
        make an estimate of loss, if any, or predict  whether or not such matter
        will  have a  material  adverse  effect  on  the  Company's  results  of
operations in any particular period.                            

        The U.S.  Department of Labor ("DOL") is conducting an  investigation of
        Equitable Life's  management of the Prime Property Fund ("PPF").  PPF is
        an open-end,  commingled real estate separate  account of Equitable Life
        for pension clients.  Equitable Life serves as investment manager in PPF
        and retains  EREIM as advisor.  Equitable  Life agreed to indemnify  the
        purchaser of EREIM (which Equitable Life sold in June 1997) with respect
        to any fines,  penalties and rebates to clients in connection  with this
        investigation. In early 1995, the DOL commenced a national investigation
        of commingled real estate funds with pension  investors,  including PPF.
        The  investigation  appears to be focused  principally  on appraisal and
        valuation  procedures  in respect of fund  properties.  The most  recent
        request from the DOL seems to reflect,  at least in part, an interest in
        the relationship  between the valuations for those properties  reflected
        in  appraisals  prepared  for local  property  tax  proceedings  and the
        valuations used by PPF for other  purposes.  At no time has the DOL made
        any  specific   allegation  that  Equitable  Life  or  EREIM  has  acted
        improperly and Equitable Life and EREIM believe that any such allegation
        would be without  foundation.  While the  outcome of this  investigation
        cannot be predicted with certainty,  the Company's  management  believes
        that the ultimate  resolution  of this matter should not have a material
        adverse effect on the financial  position of the Company.  The Company's
        management  cannot make an estimate of loss, if any, or predict  whether
        or not this  investigation  will have a material  adverse  effect on the
Company's results of operations in any particular period.       

        On July 25, 1995, a Consolidated and Supplemental Class Action Complaint
        ("Complaint")  was filed  against  Alliance  North  American  Government
        Income Trust,  Inc. (the "Fund"),  Alliance and certain other defendants
        affiliated  with  Alliance,  including  the  Holding  Company,  alleging
        violations  of Federal  securities  laws,  fraud and breach of fiduciary
        duty in connection with the Fund's  investments in Mexican and Argentine
        securities.  The Complaint,  which sought  certification  of a plaintiff
        class of persons  who  purchased  or owned Class A, B or C shares of the
        Fund  from  March  27,  1992  through  December  23,  1994,   sought  an
        unspecified  amount of  damages,  costs,  attorneys'  fees and  punitive
        damages.  The principal  allegations  are that the Fund  purchased  debt
        securities  issued by the Mexican and Argentine  governments  in amounts
        that were not  permitted by the Fund's  investment  objective,  and that
        there was no  shareholder  vote to change the  investment  objective  to
        permit purchases in such amounts. The Complaint further alleged that the
        decline in the value of the Mexican and Argentine securities held by the
        Fund  caused the Fund's net asset value to decline to the  detriment  of
        the Fund's  shareholders.  On  September  26,  1996,  the United  States
District Court for the Southern District of                     

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        New York  granted  the  defendants'  motion to dismiss all counts of the
        Complaint ("First  Decision").  On October 11, 1996,  plaintiffs filed a
        motion for reconsideration of the First Decision.  On November 25, 1996,
        the court denied  plaintiffs'  motion for  reconsideration  of the First
        Decision.  On October 29, 1997,  the United  States Court of Appeals for
        the Second Circuit issued an order granting defendants' motion to strike
        and dismissing  plaintiffs' appeal of the First Decision. On October 29,
        1996,  plaintiffs filed a motion for leave to file an amended complaint.
        The principal allegations of the proposed amended complaint are that (i)
        the Fund  failed to hedge  against  the risks of  investing  in  foreign
        securities  despite  representations  that it would do so, (ii) the Fund
        did not properly  disclose that it planned to invest in  mortgage-backed
        derivative  securities  and  (iii) two  advertisements  used by the Fund
        misrepresented the risks of investing in the Fund. On July 15, 1997, the
        District  Court denied  plaintiffs'  motion for leave to file an amended
        complaint  and ordered that the case be dismissed  ("Second  Decision").
        The  plaintiffs  have appealed the Second  Decision to the United States
        Court of Appeals for the Second Circuit.  While the ultimate  outcome of
        this matter cannot be  determined  at this time,  management of Alliance
        does  not  expect  that  it  will  have a  material  adverse  effect  on
Alliance's results of operations or financial condition.        

        On January 26, 1996, a purported purchaser of certain notes and warrants
        to  purchase  shares  of  common  stock of  Rickel  Home  Centers,  Inc.
        ("Rickel") filed a class action complaint  against  Donaldson,  Lufkin &
        Jenrette Securities  Corporation  ("DLJSC") and certain other defendants
        for unspecified  compensatory and punitive damages in the U. S. District
        Court for the  Southern  District  of New York.  The suit was brought on
        behalf of the  purchasers  of 126,457 units  consisting of  $126,457,000
        aggregate  principal amount of 13 1/2% senior notes due 2001 and 126,457
        warrants to purchase  shares of common stock of Rickel  issued by Rickel
        in October 1994. The complaint alleges  violations of federal securities
        laws and common law fraud against DLJSC, as the underwriter of the units
        and as an owner of 7.3% of the  common  stock of Rickel,  Eos  Partners,
        L.P., and General Electric Capital Corporation,  each as owners of 44.2%
        of the common stock of Rickel,  and members of the board of directors of
        Rickel, including a DLJSC managing director. The complaint seeks to hold
        DLJSC liable for alleged  misstatements  and omissions  contained in the
        prospectus  and  registration  statement  filed in  connection  with the
        offering of the units,  alleging that the  defendants  knew of financial
        losses  and a  decline  in value of Rickel  in the  months  prior to the
        offering and did not  disclose  such  information.  The  complaint  also
        alleges that Rickel failed to pay its semi-annual  interest  payment due
        on the units on December  15,  1995,  and that Rickel  filed a voluntary
        petition  for  reorganization  pursuant to Chapter 11 of the  Bankruptcy
        Code on January 10,  1996.  DLJSC  intends to defend  itself  vigorously
        against all of the  allegations  contained  in the  complaint.  Although
        there can be no assurance, DLJ does not believe that the outcome of this
        litigation  will  have  a  material  adverse  effect  on  its  financial
        condition.  Due to the  early  stage  of this  litigation,  based on the
        information  currently  available to it, DLJ's management cannot make an
        estimate of loss, if any, or predict whether or not such litigation will
        have a material  adverse  effect on DLJ's  results of  operations in any
particular period.                                              

        In October  1995,  DLJSC was named as a defendant  in a purported  class
        action  filed in a Texas  State Court on behalf of the holders of $550.0
        million principal amount of subordinated  redeemable discount debentures
        of National  Gypsum  Corporation  ("NGC")  canceled in connection with a
        Chapter 11 plan of reorganization  for NGC consummated in July 1993. The
        named  plaintiff  in the State  Court  action  also  filed an  adversary
        proceeding  in the U.S.  Bankruptcy  Court for the Northern  District of
        Texas  seeking a  declaratory  judgment  that the  confirmed NGC plan of
        reorganization  does not bar the class action claims.  Subsequent to the
        consummation  of NGC's plan of  reorganization,  NGC's shares traded for
        values  substantially  in excess of, and in 1995 NGC was  acquired for a
        value  substantially  in excess of, the values  upon which NGC's plan of
        reorganization   was  based.  The  two  actions  arise  out  of  DLJSC's
        activities as financial advisor to NGC in the course of NGC's Chapter 11
        reorganization proceedings.  The class action complaint alleges that the
        plan of  reorganization  submitted by NGC was based upon  projections by
        NGC and DLJSC which intentionally  understated  forecasts,  and provided
        misleading  and incorrect  information in order to hide NGC's true value
        and that  defendants  breached  their  fiduciary  duties by, among other
        things,   providing  false,  misleading  or  incomplete  information  to
        deliberately  understate  the value of NGC. The class  action  complaint
        seeks  compensatory  and punitive damages  purportedly  sustained by the
class. On October 10, 1997, DLJSC and                           

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        others were named as  defendants  in a new  adversary  proceeding in the
        Bankruptcy Court brought by the NGC Settlement  Trust, an entity created
        by the NGC plan of reorganization to deal with asbestos-related  claims.
        The Trust's  allegations are substantially  similar to the claims in the
        State Court action.  In court papers dated  October 16, 1997,  the State
        Court  plaintiff  indicated  that  he  would  intervene  in the  Trust's
        adversary  proceeding.  On January 21, 1998, the Bankruptcy  Court ruled
        that the State Court plaintiff's  claims were not barred by the NGC plan
        of reorganization  insofar as they alleged nondisclosure of certain cost
        reductions  announced  by NGC in October  1993.  The Texas  State  Court
        action,  which  had  been  removed  to the  Bankruptcy  Court,  has been
        remanded  back to the state  court,  which  remand is being  opposed  by
        DLJSC.  DLJSC  intends to defend  itself  vigorously  against all of the
        allegations  contained  in  the  complaints.  Although  there  can be no
        assurance,  DLJ  does not  believe  that the  ultimate  outcome  of this
        litigation  will  have  a  material  adverse  effect  on  its  financial
        condition.  Due to the early  stage of such  litigation,  based upon the
        information  currently  available to it, DLJ's management cannot make an
        estimate of loss, if any, or predict whether or not such litigation will
        have a material  adverse  effect on DLJ's  results of  operations in any
particular period.                                              

        In November and December 1995, DLJSC,  along with various other parties,
        was named as a defendant in a number of purported class actions filed in
        the U.S.  District  Court for the  Eastern  District of  Louisiana.  The
        complaints allege violations of the federal  securities laws arising out
        of a public  offering in 1994 of $435.0  million of first mortgage notes
        of Harrah's Jazz Company and Harrah's Jazz Finance Corp.  The complaints
        seek  to  hold  DLJSC  liable  for  various  alleged  misstatements  and
        omissions  contained  in the  prospectus  dated  November  9,  1994.  On
        February 26, 1997,  the parties agreed to a settlement of these actions,
        subject to the District Court's approval,  which was granted on July 31,
        1997. The settlement is also subject to approval by the U.S.  Bankruptcy
        Court for the Eastern District of Louisiana of proposed modifications to
        a  confirmed  plan of  reorganization  for  Harrah's  Jazz  Company  and
        Harrah's  Jazz  Finance  Corp.,  and the  satisfaction  or waiver of all
        conditions  to the  effectiveness  of the plan, as provided in the plan.
        There can be no  assurance  of the  Bankruptcy  Court's  approval of the
        modifications to the plan of  reorganization,  or that the conditions to
        the  effectiveness  of the plan  will be  satisfied  or  waived.  In the
        opinion of DLJ's management,  the settlement, if approved, will not have
        a  material  adverse  effect on DLJ's  results of  operations  or on its
consolidated financial condition.                               

        In addition  to the  matters  described  above,  Equitable  Life and its
        subsidiaries  and DLJ and its subsidiaries are involved in various legal
        actions and proceedings in connection with their businesses. Some of the
        actions and  proceedings  have been brought on behalf of various alleged
        classes of  claimants  and certain of these  claimants  seek  damages of
        unspecified  amounts.  While the ultimate outcome of such matters cannot
        be predicted with certainty, in the opinion of management no such matter
        is  likely  to  have  a  material   adverse   effect  on  the  Company's
consolidated financial position or results of operations.       

15)     LEASES                                                                  

        The Company  has  entered  into  operating  leases for office  space and
        certain other assets,  principally data processing  equipment and office
        furniture and  equipment.  Future minimum  payments under  noncancelable
        leases for 1998 and the succeeding  four years are $93.5 million,  $84.4
        million,  $70.2 million, $56.4 million, $47.0 million and $489.3 million
        thereafter.   Minimum   future   sub-lease   rental   income   on  these
        noncancelable  leases  for 1998 and the  succeeding  four years are $7.3
        million,  $5.9 million, $3.8 million, $2.4 million, $.8 million and $2.9
million thereafter.                                             

        At December 31, 1997, the minimum future rental income on  noncancelable
        operating  leases for wholly owned  investments  in real estate for 1997
        and the succeeding four years are $247.0 million, $238.1 million, $218.7
      million, $197.9 million, $169.1 million and $813.0 million thereafter.

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16)     OTHER OPERATING COSTS AND EXPENSES                                      

Other operating costs and expenses consisted of the following:  

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Compensation costs.................................  $       721.5      $      704.8      $      628.4    
Commissions........................................          409.6             329.5             314.3    
Short-term debt interest expense...................           31.7               8.0              11.4    
Long-term debt interest expense....................          121.2             137.3             108.1    
Amortization of policy acquisition costs...........          287.3             405.2             317.8    
Capitalization of policy acquisition costs.........         (508.0)           (391.9)           (391.0)   
Rent expense, net of sub-lease income..............          101.8             113.7             109.3    
Cursitor intangible assets writedown...............          120.9               -                 -      
Other..............................................          917.9             769.1             677.5    
                                                    -----------------  ----------------  -----------------
Total..............................................  $     2,203.9      $    2,075.7      $    1,775.8    
                                                    =================  ================  =================

        During 1997, 1996 and 1995, the Company  restructured certain operations
        in  connection  with  cost  reduction   programs  and  recorded  pre-tax
        provisions  of  $42.4   million,   $24.4  million  and  $32.0   million,
        respectively.  The  amounts  paid  during  1997,  associated  with  cost
        reduction  programs,  totaled $22.8  million.  At December 31, 1997, the
        liabilities  associated with cost reduction  programs  amounted to $62.0
        million.  The 1997 cost  reduction  program  include  costs  related  to
        employee  termination  and exit costs.  The 1996 cost reduction  program
        included  restructuring  costs related to the consolidation of insurance
        operations'  service centers.  The 1995 cost reduction  program included
        relocation expenses,  including the accelerated amortization of building
        improvements   associated  with  the  relocation  of  the  home  office.
        Amortization  of DAC in 1996 included a $145.0  million  writeoff of DAC
related to DI contracts.                                        

17)     INSURANCE GROUP STATUTORY FINANCIAL INFORMATION                         

        Equitable  Life is  restricted as to the amounts it may pay as dividends
        to  the  Holding  Company.   Under  the  New  York  Insurance  Law,  the
        Superintendent  has broad discretion to determine  whether the financial
        condition of a stock life insurance company would support the payment of
        dividends to its  shareholders.  For 1997, 1996 and 1995,  statutory net
        loss  totaled  $351.7  million,   $351.1  million  and  $352.4  million,
        respectively. No amounts are expected to be available for dividends from
Equitable Life to the Holding Company in 1998.                  

        At December 31, 1997, the Insurance  Group,  in accordance  with various
        government  and state  regulations,  had  $19.7  million  of  securities
deposited with such government or state agencies.               

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        Accounting  practices used to prepare statutory financial statements for
        regulatory  filings of stock life insurance  companies differ in certain
        instances  from GAAP.  The following  reconciles  the Insurance  Group's
        statutory change in surplus and capital stock and statutory  surplus and
        capital  stock  determined  in  accordance  with  accounting   practices
        prescribed by the New York  Insurance  Department  with net earnings and
equity on a GAAP basis.                                         

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Net change in statutory surplus and                                                                       
  capital stock....................................  $       203.6      $       56.0      $       78.1    
Change in asset valuation reserves.................          147.1             (48.4)            365.7    
                                                    -----------------  ----------------  -----------------
Net change in statutory surplus, capital stock                                                            
  and asset valuation reserves.....................          350.7               7.6             443.8    
Adjustments:                                                                                              
  Future policy benefits and policyholders'                                                               
    account balances...............................          (31.1)           (298.5)            (66.0)   
  DAC..............................................          220.7             (13.3)             73.2    
  Deferred Federal income taxes....................          103.1             108.0            (158.1)   
  Valuation of investments.........................           46.8             289.8             189.1    
  Valuation of investment subsidiary...............         (555.8)           (117.7)           (188.6)   
  Limited risk reinsurance.........................           82.3              92.5             416.9    
  Issuance of surplus notes........................            -                 -              (538.9)   
  Postretirement benefits..........................           (3.1)             28.9             (26.7)   
  Other, net.......................................           30.3              12.4             115.1    
  GAAP adjustments of Closed Block.................            3.6              (9.8)             15.7    
  GAAP adjustments of discontinued operations......          189.7             (89.6)             37.3    
                                                    -----------------  ----------------  -----------------
Net Earnings of the Insurance Group................  $       437.2      $       10.3      $      312.8    
                                                    =================  ================  =================

                                                        [Enlarge/Download Table]


                                                                         December 31,                       
                                                    --------------------------------------------------------
                                                          1997               1996                1995       
                                                    -----------------   ----------------   -----------------
                                                                         (In Millions)                      
                                                                                                            
Statutory surplus and capital stock................  $     2,462.5       $    2,258.9       $    2,202.9    
Asset valuation reserves...........................        1,444.6            1,297.5            1,345.9    
                                                    -----------------   ----------------   -----------------
Statutory surplus, capital stock and asset                                                                  
  valuation reserves...............................        3,907.1            3,556.4            3,548.8    
Adjustments:                                                                                                
  Future policy benefits and policyholders'                                                                 
    account balances...............................       (1,336.1)          (1,305.0)          (1,006.5)   
  DAC..............................................        3,236.6            3,104.9            3,075.8    
  Deferred Federal income taxes....................         (370.8)            (306.1)            (452.0)   
  Valuation of investments.........................          783.5              286.8              417.7    
  Valuation of investment subsidiary...............       (1,338.6)            (782.8)            (665.1)   
  Limited risk reinsurance.........................         (254.2)            (336.5)            (429.0)   
  Issuance of surplus notes........................         (539.0)            (539.0)            (538.9)   
  Postretirement benefits..........................         (317.5)            (314.4)            (343.3)   
  Other, net.......................................          203.7              126.3                4.4    
  GAAP adjustments of Closed Block.................          814.3              783.7              830.8    
  GAAP adjustments of discontinued operations......           71.5             (190.3)            (184.6)   
                                                    -----------------   ----------------   -----------------
Equity of the Insurance Group......................  $     4,860.5       $    4,084.0       $    4,258.1    
                                                    =================   ================   =================

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18)     BUSINESS SEGMENT INFORMATION                                            

        The Company has two major business  segments:  Insurance  Operations and
        Investment  Services.  Interest  expense related to debt not specific to
        either  business  segment is presented as  Corporate  interest  expense.
Information for all periods is presented on a comparable basis. 

        Insurance  Operations  offers a variety  of  traditional,  variable  and
        interest-sensitive  life insurance products,  disability income, annuity
        products,  mutual fund and other investment  products to individuals and
        small groups and  administers  traditional  participating  group annuity
        contracts with conversion  features,  generally for corporate  qualified
        pension  plans,  and  association   plans  which  provide  full  service
        retirement  programs for individuals  affiliated with  professional  and
        trade   associations.   This  segment  includes  Separate  Accounts  for
individual insurance and annuity products.                      

        Investment  Services provides  investment fund management,  primarily to
        institutional  clients.  This  segment  includes  the  Company's  equity
        interest in DLJ and Separate  Accounts which provide various  investment
  options for group clients through pooled or single group accounts.

        Intersegment  investment  advisory and other fees of approximately $81.9
        million,  $127.5  million and $124.1  million  for 1997,  1996 and 1995,
        respectively,  are included in total revenues of the Investment Services
        segment.  These fees,  excluding  amounts  related to the GIC Segment of
        $5.1 million,  $15.7 million and $14.7 million for 1997,  1996 and 1995,
respectively, are eliminated in consolidation.                  

                                                        [Enlarge/Download Table]


                                                          1997               1996               1995       
                                                    -----------------   ----------------  -----------------
                                                                         (In Millions)                     

                                                                                                           
Revenues                                                                                                   
Insurance operations...............................  $     3,684.2       $    3,770.6      $    3,614.6    
Investment services................................        1,455.1            1,126.1             949.1    
Consolidation/elimination..........................          (19.9)             (24.5)            (34.9)   
                                                    -----------------   ----------------  -----------------
Total..............................................  $     5,119.4       $    4,872.2      $    4,528.8    
                                                    =================   ================  =================

Earnings (loss) from continuing  operations before Federal income taxes,                                   
  minority interest and cumulative effect of accounting change                                             
Insurance operations...............................  $       250.3       $      (36.6)     $      303.1    
Investment services................................          485.7              311.9             224.0    
Consolidation/elimination..........................            -                   .2              (3.1)   
                                                    -----------------   ----------------  -----------------
      Subtotal.....................................          736.0              275.5             524.0    
Corporate interest expense.........................          (65.3)             (66.9)            (27.9)   
                                                    -----------------   ----------------  -----------------
Total..............................................  $       670.7       $      208.6      $      496.1    
                                                    =================   ================  =================

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Assets                                                                                                      
Insurance operations...................................................  $    68,305.9      $    60,464.9   
Investment services....................................................       13,719.8           13,542.5   
Consolidation/elimination..............................................         (403.6)            (399.6)  
                                                                        ----------------   -----------------
Total..................................................................  $    81,622.1      $    73,607.8   
                                                                        ================   =================

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19)     QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)                             

        The quarterly  results of operations  for 1997 and 1996,  are summarized
below:                                                          

                                                        [Enlarge/Download Table]


                                                            Three Months Ended                               
                               ------------------------------------------------------------------------------
                                   March 31           June 30           September 30          December 31    
                               -----------------  -----------------   ------------------   ------------------
                                                               (In Millions)                                 
                                                                                                             
1997                                                                                                         
Total Revenues................  $     1,266.0      $     1,552.8       $    1,279.0         $    1,021.6     
                               =================  =================   ==================   ==================

Earnings from Continuing                                                                                     
  Operations before                                                                                          
  Cumulative Effect                                                                                          
  of Accounting Change........  $       117.4      $       222.5       $      145.1         $       39.4     
                               =================  =================   ==================   ==================

Net Earnings (Loss)...........  $       114.1      $       223.1       $      144.9         $      (44.9)    
                               =================  =================   ==================   ==================

1996                                                                                                         
Total Revenues................  $     1,176.5      $     1,199.4       $    1,198.4         $    1,297.9     
                               =================  =================   ==================   ==================

Earnings (Loss) from                                                                                         
  Continuing Operations                                                                                      
  before Cumulative Effect                                                                                   
  of Accounting Change........  $        94.8      $        87.1       $       93.2         $     (157.9)    
                               =================  =================   ==================   ==================

Net Earnings (Loss)...........  $        71.7      $        87.1       $       93.2         $     (241.7)    
                               =================  =================   ==================   ==================

        Net earnings for the three  months  ended  December 31, 1997  includes a
        charge of $212.0 million related to additions to valuation allowances on
        and   writeoffs   of  real  estate  of  $225.2   million,   and  reserve
        strengthening  on  discontinued  operations of $84.3 million offset by a
        reversal of prior years tax reserves of $97.5 million.  Net earnings for
        the three  months ended  December  31, 1996  includes a charge of $339.3
        million related to writeoffs of DAC on DI contracts of $94.3 million and
        reserve strengthenings on DI business of $113.7 million,  Pension Par of
$47.5 million and Discontinued Operations of $83.8 million.     

20)     INVESTMENT IN DLJ                                                       

        At December  31,  1997,  the  Company's  ownership  of DLJ  interest was
        approximately  34.4%. The Company's  ownership  interest will be further
        reduced  upon  the  issuance  of  common  stock  after  the  vesting  of
        forfeitable  restricted  stock units  acquired by and/or the exercise of
        options  granted to certain DLJ employees.  DLJ  restricted  stock units
        represents  forfeitable  rights to  receive  approximately  5.2  million
shares of DLJ common stock through February 2000.               

        The results of  operations  of DLJ are accounted for on the equity basis
        and  are  included  in  commissions,   fees  and  other  income  in  the
        consolidated statements of earnings. The Company's carrying value of DLJ
        is included in investment in and loans to affiliates in the consolidated
balance sheets.                                                 

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        Summarized  balance  sheets  information  for  DLJ,  reconciled  to  the
Company's carrying value of DLJ, are as follows:                

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Assets:                                                                                                     
Trading account securities, at market value............................  $   16,535.7       $   15,728.1    
Securities purchased under resale agreements...........................      22,628.8           20,598.7    
Broker-dealer related receivables......................................      28,159.3           16,858.8    
Other assets...........................................................       3,182.0            2,318.1    
                                                                        ----------------   -----------------
Total Assets...........................................................  $   70,505.8       $   55,503.7    
                                                                        ================   =================

Liabilities:                                                                                                
Securities sold under repurchase agreements............................  $   36,006.7       $   29,378.3    
Broker-dealer related payables.........................................      25,706.1           19,409.7    
Short-term and long-term debt..........................................       3,670.6            2,704.5    
Other liabilities......................................................       2,860.9            2,164.0    
                                                                        ----------------   -----------------
Total liabilities......................................................      68,244.3           53,656.5    
DLJ's company-obligated mandatorily redeemed preferred                                                      
  securities of subsidiary trust holding solely debentures of DLJ......         200.0              200.0    
Total shareholders' equity.............................................       2,061.5            1,647.2    
                                                                        ----------------   -----------------
Total Liabilities, Cumulative Exchangeable Preferred Stock and                                              
  Shareholders' Equity.................................................  $   70,505.8       $   55,503.7    
                                                                        ================   =================

DLJ's equity as reported...............................................  $    2,061.5       $    1,647.2    
Unamortized cost in excess of net assets acquired in 1985                                                   
  and other adjustments................................................          23.5               23.9    
The Holding Company's equity ownership in DLJ..........................        (740.2)            (590.2)   
Minority interest in DLJ...............................................        (729.3)            (588.6)   
                                                                        ----------------   -----------------
The Company's Carrying Value of DLJ....................................  $      615.5       $      492.3    
                                                                        ================   =================

        Summarized  statements of earnings information for DLJ reconciled to the
Company's equity in earnings of DLJ is as follows:              

                                                        [Enlarge/Download Table]


                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Commission, fees and other income......................................  $    2,356.8       $    1,818.2    
Net investment income..................................................       1,652.1            1,074.2    
Dealer, trading and investment gains, net..............................         631.6              598.4    
                                                                        ----------------   -----------------
Total revenues.........................................................       4,640.5            3,490.8    
Total expenses including income taxes..................................       4,232.3            3,199.5    
                                                                        ----------------   -----------------
Net earnings...........................................................         408.2              291.3    
Dividends on preferred stock...........................................          12.1               18.7    
                                                                        ----------------   -----------------
Earnings Applicable to Common Shares...................................  $      396.1       $      272.6    
                                                                        ================   =================

DLJ's earnings applicable to common shares as reported.................  $      396.1       $      272.6    
Amortization of cost in excess of net assets acquired in 1985..........          (1.3)              (3.1)   
The Holding Company's equity in DLJ's earnings.........................        (156.8)            (107.8)   
Minority interest in DLJ...............................................        (109.1)             (73.4)   
                                                                        ----------------   -----------------
The Company's Equity in DLJ's Earnings.................................  $      128.9       $       88.3    
                                                                        ================   =================

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21)     ACCOUNTING FOR STOCK-BASED COMPENSATION                                 

        The  Holding  Company  sponsors a stock  option  plan for  employees  of
        Equitable  Life.  DLJ and Alliance  each sponsor  their own stock option
        plans for  certain  employees.  The  Company  has elected to continue to
        account for  stock-based  compensation  using the intrinsic value method
        prescribed  in APB No.  25. Had  compensation  expense  for the  Holding
        Company,  DLJ and  Alliance  Stock  Option  Incentive  Plan options been
        determined  based  on SFAS  No.  123's  fair  value  based  method,  the
        Company's  pro forma net  earnings  for 1997,  1996 and 1995  would have
been:                                                           

                                                        [Enlarge/Download Table]


                                                                1997             1996             1995      
                                                           ---------------  ---------------  ---------------
                                                                            (In Millions)                   
                                                                                                            
Net Earnings:                                                                                               
  As Reported.............................................  $      437.2     $      10.3      $      312.8  
  Pro Forma...............................................  $      426.3     $       3.3      $      311.3  

        The fair value of options  granted  after  December 31, 1994,  used as a
        basis for the above pro forma disclosures,  was estimated as of the date
        of grants  using the  Black-Scholes  option  pricing  model.  The option
pricing assumptions for 1997, 1996 and 1995 are as follows:     

                                                        [Enlarge/Download Table]


                          Holding Company                      DLJ                            Alliance              
                   ------------------------------ ------------------------------- ----------------------------------
                     1997      1996       1995      1997       1996       1995      1997        1996        1995    
                   -------------------- --------- ---------- ---------- --------- ---------- ----------- -----------
                                                                                                                    
Dividend yield....    0.48%     0.80%      0.96%      0.86%      1.54%     1.85%      8.00%      8.00%      8.00%   

Expected volatility  20.00%    20.00%     20.00%     33.00%     25.00%    25.00%     26.00%     23.00%     23.00%   

Risk-free interest                                                                                                  
  rate............    5.99%     5.92%      6.83%      5.96%      6.07%     5.86%      5.70%      5.80%      6.00%   

Expected life.....  5 years   5 years    5 years   5 years    5 years   5 years   7.6 years  7.43 years  7.43 years 

Weighted average                                                                                                    
  grant-date fair                                                                                                   
  value per option   $12.25     $6.94      $5.90    $22.45      $9.35     $7.36      $4.36      $2.69      $2.24    


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        A summary of the Holding Company,  DLJ and Alliance's option plans is as
follows:                                                        

                                                        [Enlarge/Download Table]


                                Holding Company                     DLJ                         Alliance           
                          ----------------------------- ----------------------------- -----------------------------
                                            Options                       Options                       Options    
                                          Outstanding                   Outstanding                   Outstanding  
                                            Weighted                      Weighted                     Weighted    
                                            Average                       Average                       Average    
                              Shares        Exercise        Shares        Exercise        Units        Exercise    
                          (In Millions)      Price      (In Millions)      Price      (In Millions)      Price     
                          --------------- ------------- --------------- ------------- -----------------------------
                                                                                                                   
Balance as of                                                                                                      
  January 1, 1995........       6.8           $20.31          -                             3.8          $15.46    
  Granted................        .4           $20.27          9.2         $27.00            1.8          $20.54    
  Exercised..............       (.1)          $20.00          -                             (.5)         $11.20    
  Expired................       (.1)          $20.00          -                             -                      
  Forfeited..............       (.3)          $22.24          -                             (.3)         $16.64    
                          ---------------               -------------                 ---------------              

Balance as of                                                                                                      
  December 31, 1995......       6.7           $20.27          9.2         $27.00            4.8          $17.72    
  Granted................        .7           $24.94          2.1         $32.54             .7          $25.12    
  Exercised..............       (.1)          $19.91          -                             (.4)         $13.64    
  Expired................       -                             -                             -                      
  Forfeited..............       (.6)          $20.21          (.2)        $27.00            (.1)         $19.32    
                          ---------------               -------------                 ---------------              

Balance as of                                                                                                      
  December 31, 1996......       6.7           $20.79         11.1         $28.06            5.0          $19.07    
  Granted................       3.2           $41.85          3.2         $61.07            1.1          $36.56    
  Exercised..............      (1.6)          $20.26          (.1)        $32.03            (.6)         $16.11    
  Forfeited..............       (.4)          $23.43          (.1)        $27.51            (.2)         $21.28    
                          ---------------               -------------                 ---------------              

Balance as of                                                                                                      
  December 31, 1997......       7.9           $29.05         14.1         $35.56            5.3          $22.82    
                          ===============               =============                 ===============              

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        Information  about options  outstanding  and exercisable at December 31,
1997 is as follows:                                             

                                                        [Enlarge/Download Table]


                                     Options Outstanding                           Options Exercisable           
                     ----------------------------------------------------  ------------------------------------  
                                            Weighted                                                             
                                            Average         Weighted                              Weighted       
      Range of             Number          Remaining         Average             Number           Average        
      Exercise          Outstanding       Contractual       Exercise          Exercisable         Exercise       
       Prices          (In Millions)      Life (Years)        Price          (In Millions)         Price         
--------------------- ----------------- ----------------- ---------------  ------------------- ----------------  

       Holding                                                                                                   
       Company                                                                                                   
----------------------                                                                                           
                                                                                                                 
$18.125   -$27.75            4.8               5.84           $20.94              3.0              $20.41        
$28.50    -$45.25            3.1               9.57           $41.84              -                  -           
                      -----------------                                    -------------------                   
$18.125   -$45.25            7.9               7.29           $29.05              3.0              $20.41        
                      ================= ================= ===============  =================== ================  

         DLJ                                                                                                     
----------------------                                                                                           
$27.00    -$35.99           10.9               8.0            $28.05              4.9              $27.58        
$36.00    -$50.99             .8               9.3            $40.04              -                  -           
$51.00    -$76.00            2.4               9.8            $67.77              -                  -           
                      -----------------                                    -------------------                   
$27.00    -$76.00           14.1               8.4            $35.56              4.9              $27.58        
                      ================= ================= ================  =================== =================

      Alliance                                                                                                   
----------------------                                                                                           
$ 6.0625   -$17.75           1.1               3.86           $13.20              1.0              $13.04        
$19.375    -$19.75            .8               7.34           $19.39               .3              $19.39        
$19.875    -$21.375          1.1               8.28           $20.13               .6              $20.19        
$22.25     -$27.50           1.3               9.81           $23.81               .4              $23.29        
$36.9375   -$37.5625         1.0               9.95           $36.95              -                  -           
                      -----------------                                    -------------------                   
$  6.0625  -$37.5625         5.3               7.58           $22.82              2.3              $17.43        
                      ================= ================== ==============  ====================== =============  

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INCOME MANAGER(R) ROLLOVER IRA
 STATEMENT OF ADDITIONAL INFORMATION

 MAY 1, 1998
 ---------------

COMBINATION VARIABLE AND
 FIXED DEFERRED ANNUITY CERTIFICATES

FUNDED THROUGH THE
 INVESTMENT FUNDS OF SEPARATE ACCOUNT NO. 45

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------------------------------------------------
                                                         EQUITY SERIES                                                         
-------------------------------------------------------------------------------------------------------------------------------
   DOMESTIC EQUITY                       INTERNATIONAL EQUITY                      AGGRESSIVE EQUITY                           
                                                                                                                               
     Alliance Common Stock                 Alliance Global                           Alliance Aggressive Stock                 
     Alliance Growth & Income              Alliance International                    Alliance Small Cap Growth                 
     BT Equity 500 Index                   BT International Equity Index             BT Small Company Index                    
     EQ/Putnam Growth & Income Value       Morgan Stanley Emerging Markets           MFS Emerging Growth Companies             
     MFS Research                            Equity                                  Warburg Pincus Small Company              
     Merrill Lynch Basic Value Equity      T. Rowe Price International Stock           Value                                   
     T. Rowe Price Equity Income                                                                                               
-------------------------------------------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------------------------------------------------
         ASSET ALLOCATION SERIES                                          FIXED INCOME SERIES                                  
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
     Alliance Conservative Investors         AGGRESSIVE FIXED INCOME                   DOMESTIC FIXED INCOME                   
     Alliance Growth Investors                 Alliance High Yield                       Alliance Intermediate Government      
     EQ/Putnam Balanced                                                                    Securities                          
     Merrill Lynch World Strategy                                                        Alliance Money Market                 
-------------------------------------------------------------------------------------------------------------------------------
                                            Alliance Equity Index Fund (Available only under APO Plus)                         
-------------------------------------------------------------------------------------------------------------------------------

ISSUED BY:
 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

--------------------------------------------------------------------------------
Home Office:              1290 Avenue of the Americas, New York, NY 10104 

Processing Office:        Post Office Box 1547, Secaucus, NJ 07096-1547   
--------------------------------------------------------------------------------

This statement of additional information (SAI) is not a prospectus. It should be
read in conjunction with the Separate Account No. 45 prospectus for the Rollover
IRA, dated December 31, 1997 and the prospectus supplement dated May 1, 1998.   
Definitions of special terms used in the SAI are found in the prospectus.       

Copies of the  prospectus and supplement are available free of charge by writing
the Processing Office, by calling  1-800-789-7771,  toll-free,  or by contacting
your agent.                                                                     

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------------------- 
                                              STATEMENT OF ADDITIONAL INFORMATION                                               
                                                       TABLE OF CONTENTS                                                        
------------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                          PAGE  
------------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                                
  Part    1    Minimum Distribution Withdrawals -- Traditional IRA Certificates                                              2  
------------------------------------------------------------------------------------------------------------------------------- 
  Part    2    Accumulation Unit Values                                                                                      2  
------------------------------------------------------------------------------------------------------------------------------- 
  Part    3    Annuity Unit Values                                                                                           2  
------------------------------------------------------------------------------------------------------------------------------- 
  Part    4    Custodian and Independent Accountants                                                                         3  
------------------------------------------------------------------------------------------------------------------------------- 

  Part    5    Alliance Money Market Fund, Alliance Intermediate Government Securities Fund and Alliance High                   
                  Yield Fund Yield Information                                                                               3  

------------------------------------------------------------------------------------------------------------------------------- 
  Part    6    Long-Term Market Trends                                                                                       4  
------------------------------------------------------------------------------------------------------------------------------- 
  Part    7    Financial Statements                                                                                          6  
------------------------------------------------------------------------------------------------------------------------------- 

              Copyright 1998 The Equitable Life Assurance  Society of the United
States,  New York,  New York 10104.  All rights  reserved.  Income  Manager is a
registered  service mark of The Equitable Life  Assurance  Society of the United
States.                                                                         

(IM-98-RI1297)                                                                  

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--------------------------------------------------------------------------------
PART 1 -- MINIMUM DISTRIBUTION WITHDRAWALS -- TRADITIONAL IRA CERTIFICATES      

If  you  elect  Minimum  Distribution  Withdrawals  described  in  Part 4 of the
prospectus, each year we calculate the Minimum Distribution Withdrawal amount by
using the value of your  Traditional IRA as of December 31 of the prior calendar
year.  We then  calculate the minimum  distribution  amount based on the various
choices you make. This  calculation  takes into account  withdrawals made during
the  current  calendar  year but  prior to the date we  determine  your  Minimum
Distribution   Withdrawal   amount,   except  that  when  Minimum   Distribution
Withdrawals  are  elected  in the  year in  which  you  attain  age 71  1/2,  no
adjustment will be made for any  withdrawals  made between January 1 and April 1
in satisfaction of the minimum distribution requirement for the prior year.     

An election can also be made (1) to have us recalculate your life expectancy, or
joint  life  expectancies,  each  year  or (2) to have us  determine  your  life
expectancy,  or joint life  expectancies,  once and then subtract one year, each
year, from that amount.  The joint life options are only available if the spouse
is the beneficiary. However, if you first elect Minimum Distribution Withdrawals
after April 1 of the year following the calendar year in which you attain age 70
1/2, option (1) will apply.                                                     

--------------------------------------------------------------------------------
PART 2 -- ACCUMULATION UNIT VALUES                                              

Accumulation  Unit Values are determined at the end of each Valuation Period for
each of the Investment Funds. Other annuity contracts and certificates which may
be offered by us will have their own accumulation unit values for the Investment
Funds which may be different from those for the Rollover IRA.                   

The  Accumulation  Unit Value for an Investment Fund for any Valuation Period is
equal  to the  Accumulation  Unit  Value  for  the  preceding  Valuation  Period
multiplied  by the Net  Investment  Factor  for  that  Investment  Fund for that
Valuation Period. The NET INVESTMENT FACTOR is:                                 

(a/b) - c                                                             

where:                                                                          

(a)  is the value of the Investment Fund's shares of the corresponding Portfolio
     at the end of the  Valuation  Period  before  giving  effect to any amounts
     allocated  to or  withdrawn  from the  Investment  Fund  for the  Valuation
     Period.  For this purpose,  we use the share value reported to us by HRT or
EQAT, as applicable.                                                  

(b)  is the value of the Investment Fund's shares of the corresponding Portfolio
     at the end of the preceding  Valuation Period (after any amounts  allocated
or withdrawn for that Valuation Period).                              

(c)  is the daily  Separate  Account  mortality  and  expense  risks  charge and
     administration  charge  relating to the  Certificates,  times the number of
     calendar  days in the  Valuation  Period.  These  daily  charges  are at an
effective annual rate not to exceed a total of 1.15%.                 

--------------------------------------------------------------------------------
PART 3 -- ANNUITY UNIT VALUES                                                   

The annuity  unit value was fixed at $1.00 on each Fund's  respective  effective
date (as shown in the  prospectus) for  Certificates  with assumed base rates of
net investment  return of both 5% and 3 1/2% a year.  For each Valuation  Period
after that date,  it is the  annuity  unit value for the  immediately  preceding
Valuation  Period  multiplied  by the adjusted Net  Investment  Factor under the
Certificate.  For each Valuation  Period,  the adjusted Net Investment Factor is
equal to the Net Investment  Factor reduced for each day in the Valuation Period
by:                                                                             

o  .00013366  of the Net  Investment  Factor  if the  assumed  base  rate of net
investment return is 5% a year; or                                        

o  .00009425  of the Net  Investment  Factor  if the  assumed  base  rate of net
investment return is 3 1/2%.                                              

Because of this adjustment,  the annuity unit value rises and falls depending on
whether the actual rate of net investment return (after deduction of charges) is
higher or lower than the assumed base rate.                                     

All Certificates have a 5% assumed base rate of net investment return, except in
states where that rate is not permitted.  Annuity  payments  under  Certificates
with an assumed  base rate of 3 1/2% will at first be smaller  than those  under
Certificates   with  a  5%  assumed  base  rate.   Payments  under  the  3  1/2%
Certificates,  however,  will rise more rapidly when unit values are rising, and
payments  will fall more slowly when unit values are falling than those under 5%
Certificates.                                                                   

The amounts of variable annuity payments are determined as follows:             

Payments  normally start on the Business Day specified on your election form, or
on such other future date as specified  therein and are made on a monthly basis.
The first three payments are of equal amounts.  Each of the first three payments
will be based on the  amount  specified  in the  Tables  of  Guaranteed  Annuity
Payments in the Certificate.                                                    

The first  three  payments  depend on the  assumed  base rate of net  investment
return and the form of annuity  chosen  (and any fixed  period).  If the annuity
involved a                                                                      

2 

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life  contingency,  the risk  class and the age of the  annuitants  will  affect
payments.                                                                       

The  amount of the  fourth and each later  payment  will vary  according  to the
investment  performance of the Investment  Funds.  Each monthly  payment will be
calculated by  multiplying  the number of annuity units  credited by the average
annuity unit value for the second calendar month  immediately  preceding the due
date of the  payment.  The number of units is  calculated  by dividing the first
monthly  payment  by the  annuity  unit  value for the  Valuation  Period  which
includes the due date of the first  monthly  payment.  The average  annuity unit
value is the average of the annuity unit values for the Valuation Periods ending
in that month.  Variable  income  annuities  may also be  available  by separate
prospectus through the Investment Funds of other separate accounts we offer.    

Illustration of Changes in Annuity Unit Values                                  

To show how we determine  variable annuity payments from month to month,  assume
that the Annuity Account Value on an Annuity Commencement Date is enough to fund
an annuity  with a monthly  payment of $363 and that the annuity  unit value for
the Valuation  Period that includes the due date of the first annuity payment is
$1.05.  The number of annuity units  credited under the contract would be 345.71
(363 divided by 1.05 = 345.71).                                                 

If the fourth  monthly  payment is due in March,  and the average  annuity  unit
value for January was $1.10,  the annuity  payment for March would be the number
of units (345.71) times the average annuity unit value ($1.10),  or $380.28.  If
the average annuity unit value was $1 in February, the annuity payment for April
would be 345.71 times $1, or $345.71.                                           

--------------------------------------------------------------------------------
PART 4 -- CUSTODIAN AND INDEPENDENT ACCOUNTANTS                                 

Equitable Life is the custodian for shares of HRT and EQAT owned by the Separate
Account.                                                                        

The financial  statements of the Separate Account for the periods ended December
31, 1997 and 1996, and the consolidated  financial  statements of Equitable Life
at December 31, 1997 and 1996 and for each of the three years ended December 31,
1997 included in the SAI have been audited by Price Waterhouse LLP.             

The financial  statements of the Separate Account for the periods ended December
31, 1997 and 1996, and the consolidated  financial  statements of Equitable Life
at December 31, 1997 and 1996 and for each of the three years ended December 31,
1997  included  in this SAI have been so  included in reliance on the reports of
Price Waterhouse LLP,  independent  accountants,  given on the authority of such
firm as experts in accounting and auditing.                                     

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

PART  5  --  ALLIANCE  MONEY  MARKET  FUND,  ALLIANCE  INTERMEDIATE   GOVERNMENT
SECURITIES FUND AND ALLIANCE HIGH YIELD FUND YIELD INFORMATION            

Alliance Money Market Fund                                                      

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

Accumulation  Unit Values  reflect all other  accrued  expenses of the  Alliance
Money  Market  Fund but do not  reflect  the  withdrawal  charge,  the  Combined
Guaranteed Minimum Death Benefit and Guaranteed Minimum Income Benefit Charge or
any charges for applicable taxes such as state or local premium taxes. Under the
Special  Dollar Cost  Averaging  program,  Accumulation  Unit Values also do not
reflect the mortality and expense risks charge and the administration charge.   

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

The effective yield is obtained by modifying the current yield to give effect to
the  compounding  nature of the Alliance  Money Market  Fund's  investments,  as
follows:  the  unannualized  adjusted base period return is compounded by adding
one to the adjusted base period return,  raising the sum to a power equal to 365
divided by 7, and subtracting one from the result, i.e., effective yield = (base
period  return + 1)  [superscript:  365/7] - 1. The  Alliance  Money Market Fund
yields will fluctuate  daily.  Accordingly,  yields for any given period are not
necessarily  representative  of  future  results.  In  addition,  the  value  of
Accumulation  Units of the  Alliance  Money Market Fund will  fluctuate  and not
remain constant.                                                                

Alliance Intermediate Government Securities Fund and Alliance High Yield Fund   

The Alliance  Intermediate  Government  Securities and Alliance High Yield Funds
calculate  yield  information  for  30-day  periods.  The 30-day  current  yield
calculation is based on a hypothetical Certificate with one Accumulation Unit at
the beginning of                                                                

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the  period.  To  determine  the 30-day  rate of  return,  the net change in the
Accumulation  Unit Value is computed by subtracting the Accumulation  Unit Value
at the  beginning of the period from an  Accumulation  Unit Value,  exclusive of
capital changes, at the end of the period.                                      

Accumulation  Unit Values  reflect all other  accrued  expenses of the  Alliance
Intermediate  Government  Securities  or  Alliance  High  Yield  Fund but do not
reflect the withdrawal charge, the Combined Guaranteed Minimum Death Benefit and
Guaranteed  Minimum Income  Benefit  Charge or any charges for applicable  taxes
such as state or local premium taxes.                                           

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

The effective yield is obtained by modifying the current yield to give effect to
the compounding  nature of the Alliance  Intermediate  Government  Securities or
Alliance High Yield Fund's investments,  as follows:  the unannualized  adjusted
base  period  return is  compounded  by adding one to the  adjusted  base period
return,  raising the sum to a power equal to 365 divided by 30, and  subtracting
one  from  the  result,  i.e.,  effective  yield  =  (base  period  return  + 1)
[superscript:  365/30] - 1.  Alliance  Intermediate  Government  Securities  and
Alliance High Yield Funds yields will fluctuate daily.  Accordingly,  yields for
any given  period  are not  necessarily  representative  of future  results.  In
addition,   the  value  of  Accumulation  Units  of  the  Alliance  Intermediate
Government  Securities  and  Alliance  High Yield Funds will  fluctuate  and not
remain constant.                                                                

Alliance Money Market Fund, Alliance Intermediate Government Securities Fund and
Alliance High Yield Fund Yield Information                                      

The yields for the Alliance Money Market Fund, Alliance Intermediate  Government
Securities  Fund and  Alliance  High Yield  Fund  reflect  charges  that are not
normally reflected in the yields of other investments and therefore may be lower
when  compared  with yields of other  investments.  The yields for the  Alliance
Money Market Fund, Alliance Intermediate Government Securities and Alliance High
Yield Fund should not be compared to the return on fixed rate investments  which
guarantee  rates  of  interest  for  specified  periods,  such as the  Guarantee
Periods.  Nor should the yields be compared to the yields of money  market funds
or government securities funds made available to the general public.            

The seven-day current yield for the Alliance Money Market Fund was 5.07% for the
period ended December 31, 1997. The effective yield for that period was 5.23%.  

The 30-day  current yield for the Alliance  Intermediate  Government  Securities
Fund was 8.19% for the period ended December 31, 1997.  The effective  yield for
that period was 8.51%.                                                          

The 30-day  current  yield for the  Alliance  High Yield Fund was 16.27% for the
period ended December 31, 1997. The effective yield for that period was 17.54%. 

Because the above yields  reflect the  deduction of Separate  Account  expenses,
they are lower than the  corresponding  yield  figures  for the  Alliance  Money
Market,  Alliance  Intermediate  Government  Securities  and Alliance High Yield
Portfolios which reflect only the deduction of HRT-level expenses.              

--------------------------------------------------------------------------------
PART 6 -- LONG-TERM MARKET TRENDS                                               

As a tool for  understanding  how  different  investment  strategies  may affect
long-term  results,  it may be useful to  consider  the  historical  returns  on
different types of assets. The following charts present historical return trends
for various types of securities.  The information presented,  while not directly
related  to  the  performance  of the  Investment  Funds,  helps  to  provide  a
perspective on the potential  returns of different  asset classes over different
periods of time.  By  combining  this  information  with  knowledge  of your own
financial  needs  (e.g.,  the length of time until you  retire,  your  financial
requirements at retirement), you may be able to better determine how you wish to
allocate contributions among the Investment Funds.                              

Historically,   the  long-term  investment  performance  of  common  stocks  has
generally  been superior to that of long- or  short-term  debt  securities.  For
those investors who have many years until retirement,  or whose primary focus is
on long-term growth  potential and protection  against  inflation,  there may be
advantages  to allocating  some or all of their  Annuity  Account Value to those
Investment Funds that invest in stocks.                                         

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Growth of $1 Invested on January 1, 1957
(Values are as of last business day)

[THE FOLLOWING DATA WAS REPRESENTED AS A                                        
SHADED AREA GRAPH IN THE TYPESET DOCUMENT:]                                     

Common Stock    Inflation                       
1957                 0.89         1.03                                    
1958                 1.28         1.05                                    
1959                 1.43         1.06                                    
1960                 1.44         1.08                                    
1961                 1.83         1.09                                    
1962                 1.67         1.10                                    
1963                 2.05         1.12                                    
1964                 2.38         1.13                                    
1965                 2.68         1.15                                    
1966                 2.41         1.19                                    
1967                 2.99         1.23                                    
1968                 3.32         1.29                                    
1969                 3.04         1.36                                    
1970                 3.16         1.44                                    
1971                 3.61         1.49                                    
1972                 4.30         1.54                                    
1973                 3.67         1.67                                    
1974                 2.70         1.88                                    
1975                 3.70         2.01                                    
1976                 4.58         2.11                                    
1977                 4.25         2.25                                    
1978                 4.53         2.45                                    
1979                 5.37         2.78                                    
1980                 7.11         3.12                                    
1981                 6.76         3.40                                    
1982                 8.20         3.54                                    
1983                10.05         3.67                                    
1984                10.68         3.81                                    
1985                14.11         3.96                                    
1986                16.72         4.00                                    
1987                17.60         4.18                                    
1988                20.55         4.36                                    
1989                27.03         4.57                                    
1990                26.17         4.85                                    
1991                34.16         4.99                                    
1992                36.78         5.14                                    
1993                40.46         5.28                                    
1994                40.99         5.42                                    
1995                56.33         5.56                                    
1996                69.33         5.74                                    
1997                92.44         5.85                                    

[WHITE AREA = COMMON STOCK]                                                     
[BLACK AREA = INFLATION]                                                        

[END OF GRAPHICALLY REPRESENTED DATA]                                           

Source:  Ibbotson Associates,  Inc. See discussion and information preceding and
following chart on next page.                                                   

Over shorter periods of time, however,  common stocks tend to be subject to more
dramatic changes in value than fixed-income (debt) securities. Investors who are
nearing retirement age, or who have a need to limit short-term risk, may find it
preferable to allocate a smaller  percentage  of their Annuity  Account Value to
those  Investment  Funds  that  invest in common  stocks.  The  following  graph
illustrates the monthly  fluctuations in value of $1 based on monthly returns of
the  Standard & Poor's 500 during  1990,  a year that  represents  more  typical
volatility than 1997.                                                           

Growth of $1 Invested on January 1, 1990
(Values are as of last business day)

[THE FOLLOWING DATA WAS REPRESENTED AS A BLACK & WHITE LINE GRAPH               
IN THE TYPESET DOCUMENT:]                                                       

Intermediate-Term           
           Govt. Bonds               Common Stocks
1/1/90                      1.00                      1.00                  
Jan.                        0.99                      0.93                  
Feb.                        0.99                      0.94                  
Mar.                        0.99                      0.97                  
Apr.                        0.98                      0.95                  
May                         1.01                      1.04                  
June                        1.02                      1.03                  
July                        1.04                      1.03                  
Aug.                        1.03                      0.93                  
Sep.                        1.04                      0.89                  
Oct.                        1.06                      0.89                  
Nov.                        1.08                      0.94                  
Dec.                        1.10                      0.97                  

[BLACK DOTS = INTERMEDIATE-TERM GOVT. BONDS]                                    
[WHITE DOTS = COMMON STOCKS]                                                    

[END OF GRAPHICALLY REPRESENTED DATA]                                           

Source:  Ibbotson Associates,  Inc. See discussion and information preceding and
following chart.                                                                

The following  chart  illustrates  average  annual rates of return over selected
time periods between December 31, 1926 and December 31, 1997 for different types
of securities:  common stocks,  long-term government bonds,  long-term corporate
bonds,   intermediate-term   government  bonds  and  U.S.  Treasury  Bills.  For
comparison  purposes,  the  Consumer  Price  Index  is  shown  as a  measure  of
inflation.  The  average  annual  returns  shown in the  chart  reflect  capital
appreciation  and  assume  the  reinvestment  of  dividends  and  interest.   No
investment management fees or expenses, and no charges typically associated with
deferred annuity products, are reflected.                                       

The  information  presented is merely a summary of past experience for unmanaged
groups  of  securities  and is  neither  an  estimate  nor  guarantee  of future
performance.  Any  investment in securities,  whether  equity or debt,  involves
varying  degrees of potential  risk, in addition to offering  varying degrees of
potential reward.                                                               

The  rates of  return  illustrated  do not  represent  returns  of the  Separate
Account.  In  addition,  there  is no  assurance  that  the  performance  of the
Investment Funds will correspond to rates of return such as those illustrated in
the chart.                                                                      

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                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------------------------------------------------
                                                         MARKET TRENDS:                                                        
                                              ILLUSTRATIVE ANNUAL RATES OF RETURN                                              
-------------------------------------------------------------------------------------------------------------------------------

                                                                     LONG-TERM    INTERMEDIATE-      U.S.                      
FOR THE FOLLOWING PERIODS               COMMON        LONG-TERM      CORPORATE        TERM         TREASURY       CONSUMER     
ENDING 12/31/97:                        STOCKS       GOVT. BONDS       BONDS       GOVT. BONDS       BILLS       PRICE INDEX   
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
    1 Year                              33.36%         15.85%         12.95%          8.38%          5.26%          1.92%      
    3 Years                             31.15%         14.76%         13.36%          8.93%          5.35%          2.59%      
    5 Years                             20.24%         10.51%          9.22%          6.40%          4.57%          2.64%      
   10 Years                             18.05%         11.32%         10.85%          8.33%          5.44%          3.43%      
   20 Years                             16.65%         10.39%         10.29%          9.51%          7.29%          4.90%      
   30 Years                             12.12%          8.63%          8.86%          8.52%          6.77%          5.34%      
   40 Years                             12.30%          6.71%          7.09%          7.10%          5.85%          4.44%      
   50 Years                             13.12%          5.70%          6.07%          6.04%          4.99%          3.94%      
   60 Years                             12.53%          5.31%          5.54%          5.44%          4.18%          4.11%      
Since 12/31/26                          10.99%          5.19%          5.71%          5.25%          3.77%          3.17%      
Inflation adjusted since 1926            7.58%          1.96%          2.46%          2.02%          0.58%            --       
-------------------------------------------------------------------------------------------------------------------------------

SOURCE:  Ibbotson,  Roger G., and Rex A. Sinquefield,  Stocks, Bonds, Bills, and
Inflation  (SBBI),  1982,  updated in Stocks,  Bonds,  Bills and Inflation  1998
Yearbook,(TM) Ibbotson Associates, Inc., Chicago. All rights reserved.          

COMMON  STOCKS (S&P 500) -- Standard and Poor's  Composite  Index,  an unmanaged
weighted  index of the  stock  performance  of 500  industrial,  transportation,
utility and financial companies.                                                

LONG-TERM  GOVERNMENT BONDS -- Measured using a one-bond  portfolio  constructed
each year  containing a bond with  approximately  a  twenty-year  maturity and a
reasonably current coupon.                                                      

LONG-TERM  CORPORATE  BONDS  -- For the  period  1969-1997,  represented  by the
Salomon  Brothers  Long-Term,  High-Grade  Corporate Bond Index;  for the period
1946-1968,  the Salomon  Brothers  Index was backdated  using  Salomon  Brothers
monthly  yield data and a methodology  similar to that used by Salomon  Brothers
for  1969-1997;  for the period  1927-1945,  the  Standard  and  Poor's  monthly
High-Grade Corporate Composite yield data were used, assuming a 4 percent coupon
and a twenty-year maturity.                                                     

INTERMEDIATE-TERM   GOVERNMENT  BONDS  --  Measured  by  a  one-bond   portfolio
constructed each year containing a bond with approximately a five-year maturity.
U.S. TREASURY BILLS -- Measured by rolling over each month a one-bill  portfolio
containing,  at the  beginning  of each  month,  the bill  having  the  shortest
maturity not less than one month.                                               

INFLATION  --  Measured  by the  Consumer  Price  Index for all Urban  Consumers
(CPI-U), not seasonally adjusted.                                               

--------------------------------------------------------------------------------
PART 7 -- FINANCIAL STATEMENTS                                                  

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

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

INDEX TO FINANCIAL STATEMENTS                                                   

                                                        [Enlarge/Download Table]
                                                                                                              
Report of Independent Accountants.......................................................................  FS-2
Financial Statements:                                                                                         
      Statements of Assets and Liabilities, December 31, 1997...........................................  FS-3
      Statements of Operations for the Year Ended December 31, 1997.....................................  FS-6
      Statements of Changes in Net Assets for the Years Ended December 31, 1997 and 1996................  FS-9
      Notes to Financial Statements..................................................................... FS-14

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS                                      

                                                        [Enlarge/Download Table]
                                                                                                            
Report of Independent Accountants....................................................................... F-1
Consolidated Financial Statements:                                                                          
   Consolidated Balance Sheets, December 31, 1997 and 1996.............................................. F-2
   Consolidated Statements of Earnings, Years Ended December 31, 1997, 1996 and 1995.................... F-3
   Consolidated Statements of Shareholder's Equity, Years Ended December 31, 1997,                          
     1996 and 1995...................................................................................... F-4
   Consolidated Statements of Cash Flows, Years Ended December 31, 1997, 1996 and 1995.................. F-5
   Notes to Consolidated Financial Statements........................................................... F-6

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 REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of                                                    
The Equitable Life Assurance Society of the United States                       
and Contractowners of Separate Account No. 45                                   
of The Equitable Life Assurance Society of the United States                    

In our opinion,  the  accompanying  statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of the Alliance Money Market Fund,
Alliance  Intermediate  Government Securities Fund, Alliance High Yield Fund, T.
Rowe Price Equity Income Fund,  EQ/Putnam  Growth & Income Value Fund,  Alliance
Growth & Income  Fund,  Alliance  Equity Index Fund,  Merrill  Lynch Basic Value
Equity Fund,  Alliance  Common Stock Fund,  MFS Research Fund,  Alliance  Global
Fund,  Alliance  International  Fund,  T. Rowe Price  International  Stock Fund,
Morgan Stanley  Emerging  Markets Equity Fund,  Alliance  Aggressive Stock Fund,
Warburg  Pincus Small Company Value Fund,  Alliance  Small Cap Growth Fund,  MFS
Emerging Growth Companies Fund, Alliance Conservative  Investors Fund, EQ/Putnam
Balanced Fund,  Alliance Growth  Investors Fund and Merrill Lynch World Strategy
Fund,  separate  investment funds of The Equitable Life Assurance Society of the
United States  ("Equitable  Life") Separate  Account No. 45 at December 31, 1997
and the  results of each of their  operations  and  changes in each of their net
assets  for  the  periods  indicated  in  conformity  with  generally   accepted
accounting  principles.  These financial  statements are the  responsibility  of
Equitable  Life's  management;  our  responsibility  is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
financial  statements in accordance with generally  accepted auditing  standards
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates  made by management  and evaluating the overall
financial  statement  presentation.  We believe that our audits,  which included
confirmation  of shares  owned in The Hudson  River Trust and in The EQ Advisors
Trust at December 31, 1997 with the transfer agent,  provide a reasonable  basis
for the opinion expressed above.                                                

Price Waterhouse LLP                                                            
New York, New York                                                              
February 10, 1998                                                               

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

STATEMENTS OF ASSETS AND LIABILITIES                                            
DECEMBER 31, 1997                                                               

                                                        [Enlarge/Download Table]

                                                                   FIXED INCOME SERIES                                       
                                                   --------------------------------------------                              
                                                                    ALLIANCE                                                 
                                                    ALLIANCE      INTERMEDIATE                                               
                                                     MONEY         GOVERNMENT     ALLIANCE                                   
                                                     MARKET        SECURITIES       HIGH                                     
                                                      FUND            FUND       YIELD FUND                                  
                                                   -----------   -------------  ---------------                              
ASSETS                                                                                                                       
                                                                                                                             
Investments in shares of the Trusts --                                                                                       
  at market value (Note 1)                                                                                                   
       Cost:                 $82,037,124.......... $81,571,923                                                               
                              11,097,635..........               $11,119,574                                                 
                              19,330,287..........                              $18,544,101                                  
 Receivable (payable) for policy-related                                                                                     
   transactions...................................   2,903,327        50,563        662,782                                  
                                                   -----------   -----------   ------------                                  
Total Assets......................................  84,475,250    11,170,137     19,206,883                                  
                                                   -----------   -----------   ------------                                  

LIABILITIES                                                                                                                  
Payable (receivable) for the Trust shares                                                                                    
   purchased......................................   2,910,079        52,140        665,890                                  
Amount retained by Equitable Life in Separate                                                                                
   Account No. 45 (Note 5)........................     206,810        55,747         59,654                                  
                                                   -----------   -----------   ------------                                  
Total Liabilities.................................   3,116,889       107,887        725,544                                  
                                                   -----------   -----------   ------------                                  

NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS........ $81,358,361   $11,062,250    $18,481,339                                  
                                                   ===========   ===========   ============                                  



                                                                                      EQUITY SERIES                          
                                                   --------------------------------------------------------------------------
                                                                                                                  MERRILL    
                                                   T. ROWE PRICE     EQ/PUTNAM                      ALLIANCE       LYNCH     
                                                      EQUITY          GROWTH &       ALLIANCE        EQUITY     BASIC VALUE  
                                                       EQUITY      INCOME VALUE     GROWTH &         INDEX         EQUITY    
                                                    INCOME FUND        FUND         INCOME FUND       FUND          FUND     
                                                   -------------  --------------    -----------   -----------  --------------
ASSETS                                                                                                                       
                                                                                                                             
Investments in shares of the Trusts --                                                                                       
  at market value (Note 1)                                                                                                   
       Cost:                  18,007,458.......... $18,987,864                                                               
                              14,008,930..........                $14,200,058                                                
                              88,651,911..........                                $94,268,289                                
                                  99,286..........                                                $104,008                   
                               9,928,247..........                                                             $9,863,914    
Receivable (payable) for policy-related                                                                                      
   transactions...................................     105,202        186,146         809,151           (8)        34,834    
                                                   -----------    -----------     -----------    ---------     ----------    
Total Assets......................................  19,093,066     14,386,204      95,077,440      104,000      9,898,748    
                                                   -----------    -----------     -----------    ---------     ----------    

LIABILITIES                                                                                                                  
Payable (receivable) for the Trust shares                                                                                    
   purchased......................................     109,104        189,102         829,693           --         36,845    
Amount retained by Equitable Life in Separate                                                                                
   Account No. 45 (Note 5)........................      15,447         11,682         366,973        6,482          7,463    
                                                   -----------    -----------     -----------    ---------     ----------    
Total Liabilities.................................     124,551        200,784       1,196,666        6,482         44,308    
                                                   -----------    -----------     -----------    ---------     ----------    

NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS........ $18,968,515    $14,185,420     $93,880,774    $  97,518     $9,854,440    
                                                   ===========    ===========     ===========    =========     ==========    

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

FS-3

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

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                
DECEMBER 31, 1997                                                               

                                                        [Enlarge/Download Table]

                                                                              EQUITY SERIES (CONTINUED)                 
                                                            ------------------------------------------------------------

                                                              ALLIANCE                                                  
                                                              COMMON              MFS        ALLIANCE        ALLIANCE   
                                                               STOCK           RESEARCH       GLOBAL       INTERNATIONAL
                                                                FUND             FUND          FUND            FUND     
                                                            ------------    ------------   ------------    -------------
ASSETS                                                                                                                  
                                                                                                                        
Investments in shares of the Trusts --                                                                                  
at market value (Note 1)                                                                                                
Cost:                       $297,090,529................... $320,541,976                                                
                              11,939,823...................                 $11,977,333                                 
                              38,334,848...................                                $38,090,450                  
                              18,748,095...................                                               $16,610,244   
Receivable (payable) for policy-related transactions.......    1,219,096         44,794        646,213         31,494   
                                                            ------------    -----------    -----------    -----------   
Total Assets...............................................  321,761,072     12,022,127     38,736,663     16,641,738   
                                                            ------------    -----------    -----------    -----------   

LIABILITIES                                                                                                             
Payable (receivable) for the Trust shares purchased........    1,275,113         47,322         83,460         68,383   
Amount retained by Equitable Life in Separate                                                                           
   Account No. 45 (Note 5).................................    1,176,309         10,019        143,534         90,013   
                                                            ------------    -----------    -----------    -----------   
Total Liabilities..........................................    2,451,422         57,341        226,994        158,396   
                                                            ------------    -----------    -----------    -----------   

NET ASSETS ATTRIBUTABLE TO CONTRACT  OWNERS................ $319,309,650    $11,964,786    $38,509,669    $16,483,342   
                                                            ============    ===========    ===========    ===========   



                                                                     EQUITY SERIES (CONTINUED)                          
                                                            -----------------------------------------                   
                                                                 T. ROWE     MORGAN                                     
                                                                  PRICE      STANLEY       ALLIANCE                     
                                                              INTERNATIONAL  EMERGING     AGGRESSIVE                    
                                                                  STOCK       MARKETS       STOCK                       
                                                                   FUND     EQUITY FUND      FUND                       
                                                            -------------  -----------  ------------                    
ASSETS                                                                                                                  
                                                                                                                        
Investments in shares of the Trusts --                                                                                  
at market value (Note 1)                                                                                                
Cost:                         13,205,929................... $12,628,951                                                 
                               2,479,420...................                 $2,241,138                                  
                             122,157,062...................                               $118,305,660                  
Receivable (payable) for policy-related transactions.......    (241,260)        14,961          55,012                  
                                                            -----------     ----------    ------------                  
Total Assets...............................................  12,387,691      2,256,099     118,360,672                  
                                                            -----------     ----------    ------------                  

LIABILITIES                                                                                                             
Payable (receivable) for the Trust shares purchased........    (238,550)        15,412          76,530                  
Amount retained by Equitable Life in Separate                                                                           
   Account No. 45 (Note 5).................................       9,534          1,594         456,464                  
                                                            -----------     ----------    ------------                  
Total Liabilities..........................................    (229,016)        17,006         532,994                  
                                                            -----------     ----------    ------------                  

NET ASSETS ATTRIBUTABLE TO CONTRACT  OWNERS................ $12,616,707     $2,239,093    $117,827,678                  
                                                            ===========     ==========    ============                  

-------------------------                                                       
See Notes to Financial Statements.                                              
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THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       
SEPARATE ACCOUNT NO. 45                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONCLUDED)                                
DECEMBER 31, 1997                                                               

                                                        [Enlarge/Download Table]

                                                                         EQUITY SERIES (CONTINUED)               
                                                           -----------------------------------------             
                                                             WARBURG                         MFS                 
                                                             PINCUS         ALLIANCE      EMERGING               
                                                              SMALL         SMALL CAP      GROWTH                
                                                             COMPANY         GROWTH       COMPANIES              
                                                            VALUE FUND        FUND           FUND                
                                                           -----------    -----------    -----------             
ASSETS                                                                                                           
                                                                                                                 
Investments in shares of the Trusts --                                                                           
at market value (Note 1)                                                                                         
Cost:                        $25,096,987.................. $24,796,551                                           
                              16,633,779..................                $16,289,343                            
                              12,205,272..................                               $11,946,078             
Receivable (payable) for policy-related transactions......     208,290        107,600         73,764             
                                                           -----------    -----------    -----------             
Total Assets..............................................  25,004,841     16,396,943     12,019,842             
                                                           -----------    -----------    -----------             

LIABILITIES                                                                                                      
Payable (receivable) for the Trust shares purchased.......     213,483        114,679         76,254             
Amount retained by Equitable Life in Separate                                                                    
   Account No. 45 (Note 5)................................      19,432         54,205          9,228             
                                                           -----------    -----------    -----------             
Total Liabilities.........................................     232,915        168,884         85,482             
                                                           -----------    -----------    -----------             

NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS................ $24,771,926    $16,228,059    $11,934,360             
                                                           ===========    ===========    ===========             


                                                                                 ASSET ALLOCATION SERIES         
                                                           ------------------------------------------------------
                                                                                                         MERRILL 
                                                             ALLIANCE                     ALLIANCE        LYNCH  
                                                           CONSERVATIVE    EQ/PUTNAM       GROWTH         WORLD  
                                                            INVESTORS      BALANCED      INVESTORS       STRATEGY
                                                               FUND          FUND           FUND           FUND  
                                                           ------------   ----------     ----------    ----------
ASSETS                                                                                                           
                                                                                                                 
Investments in shares of the Trusts --                                                                           
at market value (Note 1)                                                                                         
Cost:                         20,991,531.................. $21,474,276                                           
                               5,965,298..................                $6,038,880                             
                              64,675,197..................                              $66,360,908              
                               2,544,176..................                                             $2,415,053
Receivable (payable) for policy-related transactions......     146,316        76,680        120,470         9,748
                                                           -----------    ----------    -----------    ----------
Total Assets..............................................  21,620,592     6,115,560     66,481,378     2,424,801
                                                           -----------    ----------    -----------    ----------

LIABILITIES                                                                                                      
Payable (receivable) for the Trust shares purchased.......     149,280        77,927        132,026        10,238
Amount retained by Equitable Life in Separate                                                                    
   Account No. 45 (Note 5)................................     142,854         4,667        366,318         1,768
                                                           -----------    ----------    -----------    ----------
Total Liabilities.........................................     292,134        82,594        498,344        12,006
                                                           -----------    ----------    -----------    ----------

NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS................ $21,328,458    $6,032,966    $65,983,034    $2,412,795
                                                           ===========    ==========    ===========    ==========

-------------------------                                                       
See Notes to Financial Statements.                                              
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THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       
SEPARATE ACCOUNT NO. 45                                                         

STATEMENTS OF OPERATIONS                                                        
FOR THE YEAR ENDED DECEMBER 31, 1997                                            

                                                        [Enlarge/Download Table]

                                                                      FIXED INCOME SERIES                                   
                                                            --------------------------------------                          
                                                                            ALLIANCE                                        
                                                             ALLIANCE     INTERMEDIATE   ALLIANCE                           
                                                              MONEY        GOVERNMENT      HIGH                             
                                                              MARKET       SECURITIES     YIELD                             
                                                               FUND           FUND        FUND(A)                           
                                                            -----------    ----------   -----------                         
INCOME AND EXPENSES:                                                                                                        
                                                                                                                            
Investment Income (Note 2):                                                                                                 
   Dividends from the Trusts .............................. $ 2,767,636    $ 373,989    $   654,819                         
Expenses (Note 3):                                                                                                          
Asset based charges .......................................     445,521       70,280         53,671                         
                                                            -----------    ---------    -----------                         
NET INVESTMENT INCOME (LOSS) ..............................   2,322,115      303,709        601,148                         
                                                            -----------    ---------    -----------                         

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                                      
   INVESTMENTS (NOTE 2):                                                                                                    
Realized gain (loss) on investments .......................      59,011       12,754         76,963                         
Realized gain distribution from the Trusts ................       5,264           --        706,360                         
                                                            -----------    ---------    -----------                         
   Net Realized Gain (Loss) ...............................      64,275       12,754        783,323                         
                                                            -----------    ---------    -----------                         
Unrealized appreciation (depreciation) on                                                                                   
   investments                                                                                                              
Beginning of period .......................................    (197,899)     (36,715)            --                         
End of period .............................................    (465,201)      21,939       (786,186)                        
                                                            -----------    ---------    -----------                         
Change in unrealized appreciation (depreciation)                                                                            
during the period .........................................    (267,302)      58,654       (786,186)                        
                                                            -----------    ---------    -----------                         

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                                  
   INVESTMENTS ............................................    (203,027)      71,408         (2,863)                        
                                                            -----------    ---------    -----------                         
NET INCREASE IN NET ASSETS RESULTING FROM                                                                                   
   OPERATIONS ............................................. $ 2,119,088    $ 375,117    $   598,285                         
                                                            ===========    =========    ===========                         


                                                                                      EQUITY SERIES                         
                                                            --------------------------------------------------------------- 
                                                             T. ROWE                                             MERRILL    
                                                              PRICE       EQ/PUTNAM     ALLIANCE    ALLIANCE      LYNCH     
                                                              EQUITY       GROWTH &     GROWTH &     EQUITY     BASIC VALUE 
                                                              INCOME        INCOME       INCOME      INDEX        EQUITY    
                                                              FUND(A)       FUND(A)    VALUE FUND   FUND(A)       FUND(A)   
                                                            -----------    --------    ----------   --------    ----------- 
INCOME AND EXPENSES:                                                                                                        
                                                                                                                            
Investment Income (Note 2):                                                                                                 
   Dividends from the Trusts .............................. $  141,756   $    65,607   $    522,395    $    596    $ 49,960 
Expenses (Note 3):                                                                                                          
Asset based charges .......................................     62,938        44,334        617,639         409      29,450 
                                                            ----------   -----------   ------------    --------    -------- 
NET INVESTMENT INCOME (LOSS) ..............................     78,818        21,273        (95,244)        187      20,510 
                                                            ----------   -----------   ------------    --------    -------- 

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                                      
   INVESTMENTS (NOTE 2):                                                                                                    
Realized gain (loss) on investments .......................      2,121           963        707,686       1,022         711 
Realized gain distribution from the Trusts ................     52,414        53,683      5,306,878         370      47,068 
                                                            ----------   -----------   ------------    --------    -------- 
   Net Realized Gain (Loss) ...............................     54,535        54,646      6,014,564       1,392      47,779 
                                                            ----------   -----------   ------------    --------    -------- 
Unrealized appreciation (depreciation) on                                                                                   
   investments                                                                                                              
Beginning of period .......................................         --            --        764,236          --          -- 
End of period .............................................    980,406       191,128      5,616,378       4,722     (64,333)
                                                            ----------   -----------   ------------    --------    -------- 
Change in unrealized appreciation (depreciation)                                                                            
during the period .........................................    980,406       191,128      4,852,142       4,722     (64,333)
                                                            ----------   -----------   ------------    --------    -------- 

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                                  
   INVESTMENTS ............................................  1,034,941       245,774     10,866,706       6,114     (16,554)
                                                            ----------   -----------   ------------    --------    -------- 
NET INCREASE IN NET ASSETS RESULTING FROM                                                                                   
   OPERATIONS ............................................. $1,113,759   $   267,047   $ 10,771,462    $  6,301    $  3,956 
                                                            ==========   ===========   ============    ========    ======== 

-------------------------                                                       
(a) Commenced operations on May 1, 1997.                                        

See Notes to Financial Statements.                                              

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

STATEMENTS OF OPERATIONS (CONTINUED)                                            
FOR THE YEAR ENDED DECEMBER 31, 1997                                            

                                                        [Enlarge/Download Table]

                                                                        EQUITY SERIES (CONTINUED)                
                                                        ---------------------------------------------------------

                                                           ALLIANCE                                  ALLIANCE    
                                                            COMMON          MFS      ALLIANCE         INTER-     
                                                             STOCK       RESEARCH     GLOBAL         NATIONAL    
                                                             FUND         FUND(A)      FUND            FUND      
                                                        ------------    ----------  ------------  -----------    
INCOME AND EXPENSES:                                                                                             
                                                                                                                 
Investment Income (Note 2):                                                                                      
   Dividends from the Trusts .........................   $ 1,007,250    $ 25,364    $  662,565    $   454,446    
Expenses (Note 3):                                                                                               
Asset based charges ..................................     2,216,874      40,703       334,193        165,980    
                                                         -----------    --------    ----------    -----------    
NET INVESTMENT INCOME (LOSS) .........................    (1,209,624)    (15,339)      328,372        288,466    
                                                         -----------    --------    ----------    -----------    

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                           
   INVESTMENTS (NOTE 2):                                                                                         
Realized gain (loss) on investments ..................     3,442,671       1,227       423,327        259,996    
Realized gain distribution from the Trusts ...........    23,990,653     100,696     2,414,538        833,830    
                                                         -----------    --------    ----------    -----------    
   Net Realized Gain (Loss) ..........................    27,433,324     101,923     2,837,865      1,093,826    
Unrealized appreciation (depreciation) on investments:                                                           
Beginning of period ..................................     1,356,454          --       199,484         31,388    
End of period ........................................    23,451,447      37,510      (244,398)    (2,137,851)   
                                                         -----------    --------    ----------    -----------    
Change in unrealized appreciation (depreciation)                                                                 
   during the period .................................    22,094,993      37,510      (443,882)    (2,169,239)   
                                                         -----------    --------    ----------    -----------    

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                       
   INVESTMENTS .......................................    49,528,317     139,433     2,393,983     (1,075,413)   
                                                         -----------    --------    ----------    -----------    
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                             
   OPERATIONS ........................................   $48,318,693    $124,094    $2,722,355    $  (786,947)   
                                                         ===========    ========    ==========    ===========    


                                                               EQUITY SERIES (CONTINUED)                         
                                                        -------------------------------------                    
                                                          T. ROWE     MORGAN                                     
                                                           PRICE      STANLEY                                    
                                                           INTER-    EMERGING      ALLIANCE                      
                                                          NATIONAL    MARKETS     AGGRESSIVE                     
                                                           STOCK      EQUITY        STOCK                        
                                                          FUND(A)     FUND(B)        FUND                        
                                                        ----------   ---------   ------------                    
INCOME AND EXPENSES:                                                                                             
                                                                                                                 
Investment Income (Note 2):                                                                                      
   Dividends from the Trusts .........................  $   1,646    $   6,387    $   105,375                    
Expenses (Note 3):                                                                                               
Asset based charges ..................................     47,444        5,153        985,564                    
                                                        ---------    ---------    -----------                    
NET INVESTMENT INCOME (LOSS) .........................    (45,798)       1,234       (880,189)                   
                                                        ---------    ---------    -----------                    

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                           
   INVESTMENTS (NOTE 2):                                                                                         
Realized gain (loss) on investments ..................    (53,503)     (26,406)        61,253                    
Realized gain distribution from the Trusts ...........         --           --      9,818,273                    
                                                        ---------    ---------    -----------                    
   Net Realized Gain (Loss) ..........................    (53,503)     (26,406)     9,879,526                    
Unrealized appreciation (depreciation) on investments:                                                           
Beginning of period ..................................         --           --     (2,165,186)                   
End of period ........................................   (576,978)    (238,282)    (3,851,402)                   
                                                        ---------    ---------    -----------                    
Change in unrealized appreciation (depreciation)                                                                 
   during the period .................................   (576,978)    (238,282)    (1,686,216)                   
                                                        ---------    ---------    -----------                    

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                       
   INVESTMENTS .......................................   (630,481)    (264,688)     8,193,310                    
                                                        ---------    ---------    -----------                    
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                             
   OPERATIONS ........................................  $(676,279)   $(263,454)   $ 7,313,121                    
                                                        =========    =========    ===========                    

-------------------------                                                       
(a) Commenced operations on May 1, 1997.                                        

(b) Commenced operations on November 20, 1997.                                  

See Notes to Financial Statements.                                              

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

STATEMENTS OF OPERATIONS (CONCLUDED)                                            
FOR THE YEAR ENDED DECEMBER 31, 1997                                            

                                                        [Enlarge/Download Table]

                                                               EQUITY SERIES (CONTINUED)                   
                                                        -------------------------------------              
                                                          WARBURG                                          
                                                           PINCUS                     MFS                  
                                                           SMALL       ALLIANCE     EMERGING               
                                                          COMPANY      SMALL CAP     GROWTH                
                                                           VALUE        GROWTH     COMPANIES               
                                                          FUND(A)       FUND(A)      FUND(A)               
                                                        ---------    ----------   -----------              
INCOME AND EXPENSES:                                                                                       
                                                                                                           
Investment Income (Note 2):                                                                                
   Dividends from the Trusts .........................  $  21,393    $     773    $  22,515                
Expenses (Note 3):                                                                                         
Asset based charges ..................................     85,830       50,629       38,336                
                                                        ---------    ---------    ---------                
NET INVESTMENT INCOME (LOSS) .........................    (64,437)     (49,856)     (15,821)               
                                                        ---------    ---------    ---------                

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                     
   INVESTMENTS (NOTE 2):                                                                                   
Realized gain (loss) on investments ..................    228,992       62,796       52,672                
Realized gain distribution from the Trusts ...........    109,076      377,750      274,537                
                                                        ---------    ---------    ---------                
   Net Realized Gain (Loss) ..........................    338,068      440,546      327,209                
                                                                     ---------    ---------                

Unrealized appreciation (depreciation) on investments:                                                     
Beginning of period ..................................         --           --           --                
End of period ........................................   (300,436)    (344,436)    (259,194)               
                                                        ---------    ---------    ---------                
Change in unrealized appreciation (depreciation)                                                           
   during the period .................................   (300,436)    (344,436)    (259,194)               
                                                        ---------    ---------    ---------                

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                 
   INVESTMENTS .......................................     37,632       96,110       68,015                
                                                        ---------    ---------    ---------                
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                       
   OPERATIONS ........................................  $ (26,805)   $  46,254    $  52,194                
                                                        =========    =========    =========                


                                                                      ASSET ALLOCATION SERIES              
                                                        ---------------------------------------------------

                                                                                                  MERRILL  
                                                          ALLIANCE                  ALLIANCE       LYNCH   
                                                        CONSERVATIVE  EQ/PUTNAM      GROWTH        WORLD   
                                                         INVESTORS    BALANCED      INVESTORS     STRATEGY 
                                                            FUND       FUND(A)        FUND         FUND(A) 
                                                        ----------   ----------    -----------   ----------
INCOME AND EXPENSES:                                                                                       
                                                                                                           
Investment Income (Note 2):                                                                                
   Dividends from the Trusts .........................   $  647,522   $  69,781    $ 1,260,100    $ 10,682 
Expenses (Note 3):                                                                                         
Asset based charges ..................................      165,768      18,233        523,559       7,708 
                                                         ----------   ---------    -----------    -------- 
NET INVESTMENT INCOME (LOSS) .........................      481,754      51,548        736,541       2,974 
                                                         ----------   ---------    -----------    -------- 

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                     
   INVESTMENTS (NOTE 2):                                                                                   
Realized gain (loss) on investments ..................       49,147      (1,203)       187,731        (109)
Realized gain distribution from the Trusts ...........      638,548      46,731      3,432,867      24,328 
                                                         ----------   ---------    -----------    -------- 
   Net Realized Gain (Loss) ..........................      687,695      45,528      3,620,598      24,219 
                                                         ----------   ---------    -----------    -------- 

Unrealized appreciation (depreciation) on investments:                                                     
Beginning of period ..................................        4,651          --       (158,777)         -- 
End of period ........................................      482,745      73,582      1,685,711    (129,123)
                                                         ----------   ---------    -----------    -------- 
Change in unrealized appreciation (depreciation)                                                           
   during the period .................................      478,094      73,582      1,844,488    (129,123)
                                                         ----------   ---------    -----------    -------- 

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                 
   INVESTMENTS .......................................    1,165,789     119,110      5,465,086    (104,904)
                                                         ----------   ---------    -----------    -------- 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                       
   OPERATIONS ........................................   $1,647,543   $ 170,658    $ 6,201,627   $(101,930)
                                                         ==========   =========    ===========    =========

-------------------------                                                       
(a) Commenced operations on May 1, 1997.                                        

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS                                             
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                      FIXED INCOME SERIES:                 
                                                              ----------------------------------           

                                                                          ALLIANCE                         
                                                                     MONEY MARKET FUND                     
                                                              ------------------------------               
                                                                   1997            1996                    
                                                              -------------    -------------               

INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
                                                                                                           
   Net investment income ...................................  $   2,322,115    $     791,163               
   Net realized gain (loss) ................................         64,275           19,803               
   Change in unrealized appreciation /(depreciation)                                                       
      of investments .......................................       (267,302)        (165,897)              
                                                              -------------    -------------               

   Net increase in net assets from operations ..............      2,119,088          645,069               
                                                              -------------    -------------               
FROM CONTRACT OWNERS TRANSACTIONS:                                                                         
   Contributions and Transfers:                                                                            
      Contributions ........................................    137,532,670       95,681,367               
      Transfers from other Funds and Guaranteed Interest                                                   
         Account (Note 1) ..................................     55,819,439       19,687,669               
                                                              -------------    -------------               

         Total .............................................    193,352,109      115,369,036               
                                                              -------------    -------------               
      Benefit & other policy transaction ...................      1,577,365          198,356               
   Withdrawals and Transfers:                                                                              
      Withdrawal and administrative charges ................        618,083          514,843               
      Transfers to other Funds and Guaranteed Interest Rate                                                
         Account (Note 1) ..................................    144,167,408       87,121,388               
                                                              -------------    -------------               

         Total .............................................    146,362,856       87,834,587               
                                                              -------------    -------------               

   Net increase in net assets from Contract Owner                                                          
       transactions ........................................     46,989,253       27,534,449               
                                                              -------------    -------------               

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE                                               
   IN SEPARATE ACCOUNT 45 (NOTE 5) .........................        (46,770)         (17,582)              
                                                              -------------    -------------               
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                     
   CONTRACT OWNERS .........................................     49,061,571       28,161,936               
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                            
   CONTRACT OWNERS .........................................     32,296,790        4,134,854               
                                                              -------------    -------------               

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                  
   CONTRACT OWNERS .........................................  $  81,358,361    $  32,296,790               
                                                              =============    =============               


                                                                          FIXED INCOME SERIES:             
                                                              -------------------------------------------- 
                                                                                                ALLIANCE   
                                                                 ALLIANCE INTERMEDIATE         HIGH YIELD  
                                                               GOVERNMENT SECURITIES FUND        FUND(A)   
                                                              ----------------------------    ------------ 
                                                                  1997             1996            1997    
                                                              ------------    ------------    ------------ 

INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
                                                                                                           
   Net investment income ...................................  $    303,709    $    138,808    $    601,148 
   Net realized gain (loss) ................................        12,754         (21,067)        783,323 
   Change in unrealized appreciation /(depreciation)                                                       
      of investments .......................................        58,654         (41,524)       (786,186)
                                                              ------------    ------------    ------------ 

   Net increase in net assets from operations ..............       375,117          76,217         598,285 
                                                              ------------    ------------    ------------ 
FROM CONTRACT OWNERS TRANSACTIONS:                                                                         
   Contributions and Transfers:                                                                            
      Contributions ........................................     5,416,131       1,798,660      13,779,925 
      Transfers from other Funds and Guaranteed Interest                                                   
         Account (Note 1) ..................................     3,270,944       8,533,013      22,095,921 
                                                              ------------    ------------    ------------ 

         Total .............................................     8,687,075      10,331,673      35,875,846 
                                                              ------------    ------------    ------------ 
      Benefit & other policy transaction ...................       189,517          15,968         161,257 
   Withdrawals and Transfers:                                                                              
      Withdrawal and administrative charges ................       128,377          77,637          45,545 
      Transfers to other Funds and Guaranteed Interest Rate                                                
         Account (Note 1) ..................................     1,145,902       8,982,626      17,780,088 
                                                              ------------    ------------    ------------ 

         Total .............................................     1,463,796       9,076,231      17,986,890 
                                                              ------------    ------------    ------------ 

   Net increase in net assets from Contract Owner                                                          
       transactions ........................................     7,223,279       1,255,442      17,888,956 
                                                              ------------    ------------    ------------ 

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE                                               
   IN SEPARATE ACCOUNT NO. 45 (NOTE 5) .....................       (12,130)         (6,709)         (5,902)
                                                              ------------    ------------    ------------ 
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                     
   CONTRACT OWNERS .........................................     7,586,266       1,324,950      18,481,339 
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                            
   CONTRACT OWNERS .........................................     3,475,984       2,151,034              -- 
                                                              ------------    ------------    ------------ 

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                  
   CONTRACT OWNERS .........................................  $ 11,062,250    $  3,475,984    $ 18,481,339 
                                                              ============    ============    ============ 

-------------------------                                                       
(a) Commenced operations on May 1, 1997.                                        

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                          EQUITY SERIES:                                    
                                                                 ------------------------------                             

                                                                   T. ROWE         EQ/PUTNAM                                
                                                                 PRICE EQUITY       GROWTH &                                
                                                                    INCOME        INCOME VALUE                              
                                                                    FUND(A)         FUND(A)                                 
                                                                 --------------  --------------                             
                                                                      1997            1997                                  
                                                                 --------------  --------------                             

INCREASE (DECREASE) IN NET ASSETS:                                                                                          
FROM OPERATIONS:                                                                                                            
                                                                                                                            
   Net investment income (loss) ...............................  $     78,818    $     21,273                               
   Net realized gain (loss) ...................................        54,535          54,646                               
   Change in unrealized appreciation / (depreciation)                                                                       
      of investments ..........................................       980,406         191,128                               
                                                                 ------------    ------------                               

   Net increase in net assets from operations .................     1,113,759         267,047                               
                                                                 ------------    ------------                               
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                          
   Contributions and Transfers:                                                                                             
      Contributions ...........................................    13,813,772      10,975,199                               
      Transfers from other Funds and Guaranteed                                                                             
         Interest Account (Note 1) ............................     4,356,204       3,217,543                               
                                                                 ------------    ------------                               

         Total ................................................    18,169,976      14,192,742                               
                                                                 ------------    ------------                               
      Benefit & other policy transaction ......................        86,052          58,925                               
   Withdrawals and Transfers:                                                                                               
      Withdrawal and administrative charges ...................        40,797          32,578                               
      Transfers to other Funds and Guaranteed Interest                                                                      
         Rate Account (Note 1) ................................       183,349         180,506                               
                                                                 ------------    ------------                               
         Total ................................................       310,198         272,009                               
                                                                 ------------    ------------                               

   Net increase in net assets from Contract Owner                                                                           
      transactions ............................................    17,859,778      13,920,733                               
                                                                 ------------    ------------                               

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                             
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................        (5,022)         (2,360)                              
                                                                 ------------    ------------                               
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                      
   CONTRACT OWNERS ............................................    18,968,515      14,185,420                               
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                             
   CONTRACT OWNERS ............................................            --              --                               
                                                                 ------------    ------------                               

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                   
   CONTRACT OWNERS ............................................  $ 18,968,515    $ 14,185,420                               
                                                                 ============    ============                               


                                                                                       EQUITY SERIES:                       
                                                                 -----------------------------------------------------------

                                                                                                ALLIANCE                    
                                                                           ALLIANCE              EQUITY       MERRILL LYNCH 
                                                                        GROWTH & INCOME           INDEX        BASIC VALUE  
                                                                             FUND                FUND(A)     EQUITY FUND(A) 
                                                                 ---------------------------   ----------    ---------------
                                                                      1997          1996          1997            1997      
                                                                 ------------   ------------   ----------    ---------------

INCREASE (DECREASE) IN NET ASSETS:                                                                                          
FROM OPERATIONS:                                                                                                            
                                                                                                                            
   Net investment income (loss) ...............................  $    (95,244)   $     64,283    $    187    $     20,510   
   Net realized gain (loss) ...................................     6,014,564         693,777       1,392          47,779   
   Change in unrealized appreciation / (depreciation)                                                                       
      of investments ..........................................     4,852,142         698,407       4,722         (64,333)  
                                                                 ------------    ------------    --------    ------------   

   Net increase in net assets from operations .................    10,771,462       1,456,467       6,301           3,956   
                                                                 ------------    ------------    --------    ------------   
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                          
   Contributions and Transfers:                                                                                             
      Contributions ...........................................    58,696,016       6,251,620      77,031       8,075,199   
      Transfers from other Funds and Guaranteed                                                                             
         Interest Account (Note 1) ............................    16,269,895       6,040,990      15,328       1,941,071   
                                                                 ------------    ------------    --------    ------------   

         Total ................................................    74,965,911      12,292,610      92,359      10,016,270   
                                                                 ------------    ------------    --------    ------------   
      Benefit & other policy transaction ......................     1,455,357         130,199          --           9,691   
   Withdrawals and Transfers:                                                                                               
      Withdrawal and administrative charges ...................       425,279          31,991          --          17,792   
      Transfers to other Funds and Guaranteed Interest                                                                      
         Rate Account (Note 1) ................................     4,907,606         342,494          --         137,464   
                                                                 ------------    ------------    --------    ------------   
         Total ................................................     6,788,242         504,684          --         164,947   
                                                                 ------------    ------------    --------    ------------   

   Net increase in net assets from Contract Owner                                                                           
      transactions ............................................    68,177,669      11,787,926      92,359       9,851,323   
                                                                 ------------    ------------    --------    ------------   

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                             
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................       (94,285)        (27,565)     (1,142            (839)  
                                                                 ------------    ------------    --------    ------------   
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                      
   CONTRACT OWNERS ............................................    78,854,846      13,216,828      97,518       9,854,440   
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                             
   CONTRACT OWNERS ............................................    15,025,928       1,809,100          --              --   
                                                                 ------------    ------------    --------    ------------   

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                   
   CONTRACT OWNERS ............................................  $ 93,880,774    $ 15,025,928    $ 97,518    $  9,854,440   
                                                                 ============    ============    ========    ============   

-------------------------                                                       
(a)  Commenced operations on  May 1, 1997.                                      

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                              EQUITY SERIES (CONTINUED):                     
                                                                  ------------------------------------------------           
                                                                                                      MFS                    
                                                                             ALLIANCE              RESEARCH                  
                                                                        COMMON STOCK FUND           FUND(A)                  
                                                                  ----------------------------    ------------               
                                                                      1997            1996              1997                 
                                                                  ------------    ------------    ------------               

INCREASE (DECREASE) IN NET ASSETS:                                                                                           
FROM OPERATIONS:                                                                                                             
                                                                                                                             
   Net investment income (loss) ...............................  $  (1,209,624)   $    (42,865)   $    (15,339)              
   Net realized gain (loss) ...................................     27,433,324       6,011,054         101,923               
   Change in unrealized appreciation / (depreciation)                                                                        
      of investments ..........................................     22,094,993       1,504,011          37,510               
                                                                 -------------    ------------    ------------               

   Net increase (decrease) in net assets from operations ......     48,318,693       7,472,200         124,094               
                                                                 -------------    ------------    ------------               
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                           
   Contributions and Transfers:                                                                                              
      Contributions ...........................................    175,880,351      36,558,323       9,502,168               
      Transfers from other Funds and Guaranteed                                                                              
         Interest Account (Note 1) ............................     61,077,537      34,378,499       2,602,553               
                                                                 -------------    ------------    ------------               

         Total ................................................    236,957,888      70,936,822      12,104,721               
                                                                 -------------    ------------    ------------               
      Benefit & other policy transaction ......................      4,271,079         427,323          28,630               
   Withdrawals and Transfers:                                                                                                
      Withdrawal and administrative charges ...................      1,459,175         290,642          23,738               
      Transfers to other Funds and Guaranteed Interest                                                                       
         Rate Account (Note 1) ................................     35,438,036       8,933,676         209,610               
                                                                 -------------    ------------    ------------               
         Total ................................................     41,168,290       9,651,641         261,978               
                                                                 -------------    ------------    ------------               

   Net increase in net assets from Contract Owner                                                                            
      transactions ............................................    195,789,598      61,285,181      11,842,743               
                                                                 -------------    ------------    ------------               

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                              
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................       (305,436)        (85,006)         (2,051)              
                                                                 -------------    ------------    ------------               
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                       
   CONTRACT OWNERS ............................................    243,802,855      68,672,375      11,964,786               
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                              
   CONTRACT OWNERS ............................................     75,506,795       6,834,420              --               
                                                                 -------------    ------------    ------------               

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                    
   CONTRACT OWNERS ............................................  $ 319,309,650    $ 75,506,795    $ 11,964,786               
                                                                 =============    ============    ============               


                                                                                   EQUITY SERIES (CONTINUED):                
                                                                 ------------------------------------------------------------

                                                                           ALLIANCE                         ALLIANCE         
                                                                         GLOBAL FUND                  INTERNATIONAL FUND     
                                                                 ----------------------------    ----------------------------
                                                                      1997           1996            1997             1996   
                                                                 ------------    ------------    ------------    ------------

INCREASE (DECREASE) IN NET ASSETS:                                                                                           
FROM OPERATIONS:                                                                                                             
                                                                                                                             
   Net investment income (loss) ...............................  $    328,372    $     88,313    $    288,466    $    53,333 
   Net realized gain (loss) ...................................     2,837,865         543,216       1,093,826        234,294 
   Change in unrealized appreciation / (depreciation)                                                                        
      of investments ..........................................      (443,882)        184,372      (2,169,239)        16,354 
                                                                 ------------    ------------    ------------    ----------- 

   Net increase (decrease) in net assets from operations ......     2,722,355         815,901        (786,947)       303,981 
                                                                 ------------    ------------    ------------    ----------- 
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                           
   Contributions and Transfers:                                                                                              
      Contributions ...........................................    20,384,580       9,199,245       9,574,522      3,782,377 
      Transfers from other Funds and Guaranteed                                                                              
         Interest Account (Note 1) ............................     7,792,945       6,255,073      18,180,472      5,791,839 
                                                                 ------------    ------------    ------------    ----------- 

         Total ................................................    28,177,525      15,454,318      27,754,994      9,574,216 
                                                                 ------------    ------------    ------------    ----------- 
      Benefit & other policy transaction ......................       621,118          70,774         341,327         38,451 
   Withdrawals and Transfers:                                                                                                
   Withdrawal and administrative charges ......................       155,169          36,757          97,083         75,353 
      Transfers to other Funds and Guaranteed Interest                                                                       
         Rate Account (Note 1) ................................     6,961,429       1,836,433      18,593,662      1,979,003 
                                                                 ------------    ------------    ------------    ----------- 
         Total ................................................     7,737,716       1,943,964      19,032,072      2,092,807 
                                                                 ------------    ------------    ------------    ----------- 

   Net increase in net assets from Contract Owner                                                                            
      transactions ............................................    20,439,809      13,510,354       8,722,922      7,481,409 
                                                                 ------------    ------------    ------------    ----------- 

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                              
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................       (28,799)        (18,054)        (36,637)       (11,874)
                                                                 ------------    ------------    ------------    ----------- 
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                       
   CONTRACT OWNERS ............................................    23,133,365      14,308,201       7,899,338      7,773,516 
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                              
   CONTRACT OWNERS ............................................    15,376,304       1,068,103       8,584,004        810,488 
                                                                 ------------    ------------    ------------    ----------- 

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                    
   CONTRACT OWNERS ............................................  $ 38,509,669    $ 15,376,304    $ 16,483,342    $ 8,584,004 
                                                                 ============    ============    ============    =========== 

-------------------------                                                       
(a)  Commenced operations on May 1, 1997.                                       

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                                     EQUITY SERIES (CONTINUED):                  
                                                                 ----------------------------------------------------------------
                                                                    T. ROWE         MORGAN                                       
                                                                     PRICE          STANLEY                                      
                                                                     INTER-        EMERGING                                      
                                                                    NATIONAL       MARKETS                 ALLIANCE              
                                                                     STOCK         EQUITY               AGGRESSIVE STOCK         
                                                                     FUND(A)       FUND(B)                   FUND                
                                                                 -------------   -----------   --------------------------------  
                                                                      1997           1997            1997            1996        
                                                                 -------------   -----------   --------------   ---------------  

INCREASE (DECREASE) IN NET ASSETS:                                                                                               
FROM OPERATIONS:                                                                                                                 
                                                                                                                                 
   Net investment income ......................................  $    (45,798)   $     1,234    $    (880,189)   $   (121,400)   
   Net realized gain (loss) ...................................       (53,503)       (26,406)       9,879,526       4,080,335    
   Change in unrealized appreciation / (depreciation)                                                                            
      of investments ..........................................      (576,978)      (238,282)      (1,686,216)     (1,995,216)   
                                                                 ------------    -----------    -------------    ------------    

   Net increase (decrease) in net assets from operations ......      (676,279)      (263,454)       7,313,121       1,963,719    
                                                                 ------------    -----------    -------------    ------------    
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                               
   Contributions and Transfers:                                                                                                  
      Contributions ...........................................     9,658,570      1,617,148       66,019,813      22,776,845    
      Transfers from other Funds and Guaranteed                                                                                  
         Interest Account (Note 1) ............................     5,113,170        889,247       17,726,363      20,452,746    
                                                                 ------------    -----------    -------------    ------------    

         Total ................................................    14,771,740      2,506,395       83,746,176      43,229,591    
                                                                 ------------    -----------    -------------    ------------    
      Benefit & other policy transaction ......................        37,224             --        1,854,804         245,070    
   Withdrawals and Transfers:                                                                                                    
      Withdrawal and administrative charges ...................        22,024            394          482,491          90,356    
      Transfers to other Funds and Guaranteed                                                                                    
         Interest Rate Account (Note 1) .......................     1,416,476          2,488       11,669,668       7,099,325    
                                                                 ------------    -----------    -------------    ------------    

         Total ................................................     1,475,724          2,882       14,006,963       7,434,751    
                                                                 ------------    -----------    -------------    ------------    

   Net increase in net assets from Contract Owner                                                                                
      transactions ............................................    13,296,016      2,503,513       69,739,213      35,794,840    
                                                                 ------------    -----------    -------------    ------------    

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                                  
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................        (3,030)          (966)        (111,908)        (33,503)   
                                                                 ------------    -----------    -------------    ------------    
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                           
   CONTRACT OWNERS ............................................    12,616,707      2,239,093       76,940,426      37,725,056    
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                                  
   CONTRACT OWNERS ............................................            --             --       40,887,252       3,162,196    
                                                                 ------------    -----------    -------------    ------------    
NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                        
   CONTRACT OWNERS ............................................  $ 12,616,707    $ 2,239,093    $ 117,827,678    $ 40,887,252    
                                                                 ============    ===========    =============    ============    


                                                                             EQUITY SERIES (CONTINUED):                          
                                                                 ------------------------------------------------                

                                                                       WARBURG                          MFS                      
                                                                    PINCUS SMALL     ALLIANCE        EMERGING                    
                                                                      COMPANY       SMALL  CAP        GROWTH                     
                                                                       VALUE          GROWTH         COMPANIES                   
                                                                      FUND(A)         FUND(A)         FUND(A)                    
                                                                  ------------   -------------   ----------------                
                                                                       1997           1997            1997                       
                                                                  ------------   -------------   ----------------                

INCREASE (DECREASE) IN NET ASSETS:                                                                                               
FROM OPERATIONS:                                                                                                                 
                                                                                                                                 
   Net investment income ......................................  $    (64,437)   $    (49,856)   $    (15,821)                   
   Net realized gain (loss) ...................................       338,068         440,546         327,209                    
   Change in unrealized appreciation / (depreciation)                                                                            
      of investments ..........................................      (300,436)       (344,436)       (259,194)                   
                                                                 ------------    ------------    ------------                    

   Net increase (decrease) in net assets from operations ......       (26,805)         46,254          52,194                    
                                                                 ------------    ------------    ------------                    
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                               
   Contributions and Transfers:                                                                                                  
      Contributions ...........................................    17,791,841      12,116,331       9,607,211                    
      Transfers from other Funds and Guaranteed                                                                                  
         Interest Account (Note 1) ............................    11,695,862       5,602,864       3,864,604                    
                                                                 ------------    ------------    ------------                    

         Total ................................................    29,487,703      17,719,195      13,471,815                    
                                                                 ------------    ------------    ------------                    
      Benefit & other policy transaction ......................       134,692          20,842          45,537                    
   Withdrawals and Transfers:                                                                                                    
   Withdrawal and administrative charges ......................        23,284           8,570          14,345                    
      Transfers to other Funds and Guaranteed                                                                                    
         Interest Rate Account (Note 1) .......................     4,520,417       1,504,600       1,527,808                    
                                                                 ------------    ------------    ------------                    

         Total ................................................     4,678,393       1,534,012       1,587,690                    
                                                                 ------------    ------------    ------------                    

   Net increase in net assets from Contract Owner                                                                                
      transactions ............................................    24,809,310      16,185,183      11,884,125                    
                                                                 ------------    ------------    ------------                    

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                                  
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................       (10,579)         (3,378)         (1,959)                   
                                                                 ------------    ------------    ------------                    
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                           
   CONTRACT OWNERS ............................................    24,771,926      16,228,059      11,934,360                    
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                                  
   CONTRACT OWNERS ............................................            --              --              --                    
                                                                 ------------    ------------    ------------                    
NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                        
   CONTRACT OWNERS ............................................  $ 24,771,926    $ 16,228,059    $ 11,934,360                    
                                                                 ============    ============    ============                    

-------------------------                                                       
(a)  Commenced operations on May 1, 1997.                                       
(b)  Commenced operations on November 20, 1997.                                 

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS (CONCLUDED)                                 
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                      ASSET ALLOCATION SERIES:            
                                                           -------------------------------------------    
                                                                         ALLIANCE          EQ/PUTNAM      
                                                                       CONSERVATIVE        BALANCED       
                                                                      INVESTORS FUND        FUND(A)       
                                                           ---------------------------    -----------    -
                                                                1997            1996          1997        
                                                           ------------    -----------    -----------     

INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
                                                                                                          
   Net investment income ................................  $    481,754    $   193,429    $    51,548     
   Net realized gain (loss) .............................       687,695        154,966         45,528     
   Change in unrealized appreciation / (depreciation)                                                     
      of investments ....................................       478,094        (12,221)        73,582     
                                                            -----------    -----------    -----------     

   Net increase (decrease) in net assets from  operations     1,647,543        336,174        170,658     
                                                           ------------    -----------    -----------     
FROM CONTRACT OWNERS TRANSACTIONS:                                                                        
   Contributions and Transfers:                                                                           
      Contributions .....................................    10,862,780      3,977,495      4,294,496     
      Transfers from other Funds and Guaranteed                                                           
         Interest Account (Note 1) ......................     3,151,066      2,837,790      1,721,220     
                                                           ------------    -----------    -----------     

         Total ..........................................    14,013,846      6,815,285      6,015,716     
                                                           ------------    -----------    -----------     
      Benefit & other policy transaction ................       567,547         60,271         17,533     
   Withdrawals and Transfers:                                                                             
      Withdrawal and administrative charges .............       138,461        100,314         15,293     
      Transfers to other Funds and Guaranteed                                                             
         Interest Rate Account (Note 1) .................     1,428,179        814,338        120,099     
                                                           ------------    -----------    -----------     
         Total ..........................................     2,134,187        974,923        152,925     
                                                           ------------    -----------    -----------     

   Net increase in net assets from Contract Owner                                                         
      transactions ......................................    11,879,659      5,840,362      5,862,791     
                                                           ------------    -----------    -----------     
NET DECREASE (INCREASE) IN AMOUNT RETAINED BY                                                             
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5) ...       (57,026)       (12,633)          (483)    
                                                           ------------    -----------    -----------     
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                    
   CONTRACT OWNERS ......................................    13,470,176      6,163,903      6,032,966     
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                           
   CONTRACT OWNERS ......................................     7,858,282      1,694,379             --     
                                                           ------------    -----------    -----------     

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                 
   CONTRACT OWNERS ......................................  $ 21,328,458    $ 7,858,282    $ 6,032,966     
                                                           ============    ===========    ===========     


                                                                       ASSET ALLOCATION SERIES:           
                                                           ---------------------------------------------- 
                                                                         ALLIANCE           MERRILL LYNCH 
                                                                          GROWTH           WORLD STRATEGY 
                                                                      INVESTORS FUND           FUND(A)    
                                                           ----------------------------    -------------- 
                                                                1997           1996            1997       
                                                           ------------    ------------    ------------   

INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
                                                                                                          
   Net investment income ................................  $    736,541    $    218,025    $     2,974    
   Net realized gain (loss) .............................     3,620,598       1,601,901         24,219    
   Change in unrealized appreciation / (depreciation)                                                     
      of investments ....................................     1,844,488        (197,988)      (129,123)   
                                                           ------------    ------------    -----------    

   Net increase (decrease) in net assets from  operations     6,201,627       1,621,938       (101,930)   
                                                           ------------    ------------    -----------    
FROM CONTRACT OWNERS TRANSACTIONS:                                                                        
   Contributions and Transfers:                                                                           
      Contributions .....................................    32,084,069      11,004,121      2,043,811    
      Transfers from other Funds and Guaranteed                                                           
         Interest Account (Note 1) ......................     7,981,423       9,331,901        561,601    
                                                           ------------    ------------    -----------    

         Total ..........................................    40,065,492      20,336,022      2,605,412    
                                                           ------------    ------------    -----------    
      Benefit & other policy transaction ................     1,014,211         206,468          3,514    
   Withdrawals and Transfers:                                                                             
      Withdrawal and administrative charges .............       421,582         228,021          2,597    
      Transfers to other Funds and Guaranteed                                                             
         Interest Rate Account (Note 1) .................     2,744,848       1,177,040         84,455    
                                                           ------------    ------------    -----------    
         Total ..........................................     4,180,641       1,611,529         90,566    
                                                           ------------    ------------    -----------    

   Net increase in net assets from Contract Owner                                                         
      transactions ......................................    35,884,851      18,724,493      2,514,846    
                                                           ------------    ------------    -----------    
NET DECREASE (INCREASE) IN AMOUNT RETAINED BY                                                             
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5) ...      (111,839)        (32,214)          (121)   
                                                           ------------    ------------    -----------    
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                    
   CONTRACT OWNERS ......................................    41,974,639      20,314,217      2,412,795    
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                           
   CONTRACT OWNERS ......................................    24,008,395       3,694,178             --    
                                                           ------------    ------------    -----------    

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                 
   CONTRACT OWNERS ......................................  $ 65,983,034    $ 24,008,395    $ 2,412,795    
                                                           ============    ============    ===========    

-------------------------                                                       
(a)  Commenced operations on May 1, 1997.                                       

See Notes to Financial Statements.                                              

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

1.    General                                                                   

      The Equitable Life Assurance Society of the United States (Equitable Life)
      Separate  Account No. 45 (the  Account) is organized as a unit  investment
      trust, a type of investment company, and is registered with the Securities
      and Exchange  Commission  under the  Investment  Company Act of 1940 ("the
      1940 Act"). The Account consists of 22 investment funds (Funds):  Alliance
      Money Market  Fund,  Alliance  Intermediate  Government  Securities  Fund,
      Alliance  High Yield Fund,  T. Rowe Price Equity  Income  Fund,  EQ/Putnam
      Growth & Income Value Fund, Alliance Growth & Income Fund, Alliance Equity
      Index Fund,  Merrill Lynch Basic Value Equity Fund,  Alliance Common Stock
      Fund,  MFS Research Fund,  Alliance  Global Fund,  Alliance  International
      Fund, T. Rowe Price  International  Stock Fund,  Morgan  Stanley  Emerging
      Markets Equity Fund,  Alliance Aggressive Stock Fund, Warburg Pincus Small
      Company Value Fund,  Alliance Small Cap Growth Fund,  MFS Emerging  Growth
      Companies Fund, Alliance  Conservative  Investors Fund, EQ/Putnam Balanced
      Fund,  Alliance  Growth  Investors  Fund and Merrill Lynch World  Strategy
      Fund.  The assets in each Fund are  invested in shares of a  corresponding
      portfolio  (Portfolio)  of a mutual  fund,  Class IA and IB  shares of The
      Hudson  River Trust (HRT) or Class IB shares of EQ Advisors  Trust  (EQAT)
      (collectively  known as the  Trusts).  Class IB shares are  offered by the
      Funds at net asset  value and are  subject to  distribution  fees  imposed
      under a  distribution  plan adopted  pursuant to Rule 12b-1 under the 1940
      Act. Class IA shares of HRT continue to be purchased by contracts in-force
      prior to May 1,  1997.  The Trusts are  open-end,  diversified  management
      investment  companies  that  sell  its  shares  to  separate  accounts  of
   insurance companies. Each Portfolio has separate investment objectives.

      The Account is used to fund benefits for the Income Manager Accumulator, a
      non-qualified  deferred variable annuity, which combines the Portfolios in
      the Account with  guaranteed  fixed rate options,  and the Income  Manager
      Rollover IRA, which offers the same investment  options as the Accumulator
      for the qualified market. The Income Manager Accumulator is also available
      for  purchase by certain  types of  qualified  plans.  The Income  Manager
      Accumulator and the Income Manager Rollover IRA,  collectively referred to
      as the Contracts, are offered under group and individual variable deferred
annuity forms.                                                      

      All Contracts are issued by Equitable  Life. The assets of the Account are
      the  property of Equitable  Life.  However,  the portion of the  Account's
      assets   attributable  to  the  Contracts  will  not  be  chargeable  with
     liabilities arising out of any other business Equitable Life may conduct.

      Contract owners may allocate amounts in their  individual  accounts to the
      Funds  of the  Account,  and/or  to the  guaranteed  interest  account  of
      Equitable Life's General Account,  and/or to other Separate Accounts.  The
      net assets of any Fund of the Account  may not be less than the  aggregate
      of the contract owners' accounts allocated to that Fund. Additional assets
      are set aside in  Equitable  Life's  General  Account to provide for other
policy benefits, as required under the state insurance law.         

2.    Significant Accounting Policies                                           

      The  accompanying  financial  statements  are prepared in conformity  with
      generally  accepted  accounting  principles  (GAAP).  The  preparation  of
      financial  statements in conformity with GAAP requires  management to make
      estimates and assumptions  that affect the reported  amounts of assets and
      liabilities  and  disclosure of contingent  assets and  liabilities at the
      date of the financial  statements and the reported amounts of revenues and
      expenses  during the reporting  period.  Actual  results could differ from
those estimates.                                                    

      Investments  are made in shares  of the  Trust  and are  valued at the net
      asset values per share of the respective  Portfolios.  The net asset value
      is  determined  by the  Trust  using  the  market  or  fair  value  of the
underlying assets of the Portfolio less liabilities.                

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

      No  Federal  income  tax based on net income or  realized  and  unrealized
      capital gains is currently  applicable to Contracts  participating  in the
      Account by reason of applicable  provisions  of the Internal  Revenue Code
      and no Federal  income tax payable by Equitable Life is expected to affect
      the unit value of Contracts participating in the Account.  Accordingly, no
provision for income taxes is required.                             

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

3.    Asset Charges                                                             

      Charges  are made  directly  against the net assets of the Account and are
      reflected  daily in the  computation  of the unit values of the Contracts.
      Under the  Contracts,  Equitable  Life charges for  mortality  and expense
      risks at an annual rate of 0.90% of daily net assets.  In addition,  asset
      based administrative  charges are also charged to the account at an annual
      rate of 0.25% of daily net  assets.  The  charges  may be  retained in the
      Account by Equitable Life and participate in the net investment results of
      the  Trusts.  The  aggregate  of  these  charges  may not  exceed  a total
      effective  annual  rate of 1.15% of daily net  assets.  Trust  shares  are
      valued at their net asset value with  investment  advisory  or  management
      fees, the 12b-1 fee, and other expenses of the Trust, in effect, passed on
      to the  Account  and  reflected  in the  accumulation  unit  values of the
Contracts.                                                          

4.    Contributions, Transfers and Charges:                                     

      Net  accumulation  units issued and redeemed during the periods  indicated
were:                                                                           

                                                        [Enlarge/Download Table]

                                                                        DECEMBER 31,          DECEMBER 31,    
                                                                            1997                  1996        
                                                                      ------------------   -------------------
ALLIANCE MONEY MARKET FUND                                                        (IN THOUSANDS)              
------------------------------------------                                                                    
                                                                                                              
 Class A        Net Issued...........................................           --               1,128        
                Net Redeemed.........................................        (374)                  --        
 Class B        Net Issued...........................................        1,972                  --        

ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES FUND                                                              
------------------------------------------------                                                              
 Class A        Net Issued...........................................          161                  92        
 Class B        Net Issued...........................................          345                  --        

ALLIANCE HIGH YIELD FUND                                                                                      
------------------------------------                                                                          
 Class A        Net Issued...........................................           98                  --        
 Class B        Net Issued...........................................          505                  --        

T. ROWE PRICE EQUITY INCOME FUND (A)                                                                          
------------------------------------------------                                                              
 Class B        Net Issued...........................................        1,565                  --        

EQ/PUTNAM GROWTH & INCOME VALUE FUND (A)                                                                      
------------------------------------------------                                                              
 Class B        Net Issued...........................................        1,230                  --        

ALLIANCE GROWTH & INCOME FUND                                                                                 
----------------------------------------------                                                                
 Class A        Net Issued...........................................        2,377                 905        
 Class B        Net Issued...........................................        1,829                  --        

-----------------------                     
(a) Commenced Operations on May 1, 1997.    

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SEPARATE ACCOUNT NO. 45                                                         

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

4.    Contributions, Transfers and Charges (Continued):                         

      Net  accumulation  units issued and redeemed during the periods  indicated
were:                                                               

                                                        [Enlarge/Download Table]

                                                                     DECEMBER 31,         DECEMBER 31,     
                                                                         1997                 1996         
                                                                  -----------------------------------------
ALLIANCE EQUITY INDEX FUND (A)                                               (IN THOUSANDS)                
                                                                                                           
  Class B        Net Issued............................................              5                  -- 

 MERRILL LYNCH BASIC VALUE EQUITY FUND (A)                                                                 
 -----------------------------------------                                                                 
  Class B        Net Issued............................................            849                  -- 

 ALLIANCE COMMON STOCK FUND                                                                                
 --------------------------                                                                                
  Class A        Net Issued............................................            620                 439 
  Class B        Net Issued............................................            519                  -- 

 MFS RESEARCH FUND (A)                                                                                     
 ---------------------                                                                                     
  Class B        Net Issued............................................          1,039                  -- 

 ALLIANCE GLOBAL  FUND                                                                                     
 ---------------------                                                                                     
  Class A        Net Issued............................................             444                561 
  Class B        Net Issued............................................             308                 -- 

 ALLIANCE INTERNATIONAL FUND                                                                               
 ---------------------------                                                                               
  Class A        Net Issued............................................             438                643 
  Class B        Net Issued............................................             285                 -- 

 T. ROWE PRICE INTERNATIONAL STOCK FUND (A)                                                                
 ------------------------------------------                                                                
  Class B        Net Issued............................................          1,291                  -- 

 MORGAN STANLEY EMERGING MARKETS EQUITY FUND (B)                                                           
 -----------------------------------------------                                                           
  Class B        Net Issued............................................            282                  -- 

-----------------------                     
(a) Commenced Operations on May 1, 1997.    
(b) Commenced Operations on August 20, 1997.

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SEPARATE ACCOUNT NO. 45.                                                        

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

4.    Contributions, Transfers and Charges (Concluded):                         

     Accumulation units issued and redeemed during the periods indicated were:

                                                        [Enlarge/Download Table]

                                                                  DECEMBER 31,        DECEMBER 31,  
                                                                     1997                 1996      
                                                                -----------------   ----------------
ALLIANCE AGGRESSIVE STOCK FUND                                             (IN THOUSANDS)           
------------------------------                                                                      
                                                                                                    
 Class A        Net Issued.......................................             641                562
 Class B        Net Issued.......................................             369                 --

WARBURG PINCUS SMALL COMPANY VALUE FUND (A)                                                         
-------------------------------------------                                                         
 Class B        Net Issued.......................................           2,096                 --

ALLIANCE SMALL CAP GROWTH FUND                                                                      
------------------------------                                                                      
 Class A        Net Issued.......................................             208                 --
 Class B        Net Issued.......................................           1,084                 --

MFS EMERGING GROWTH COMPANIES FUND (A)                                                              
--------------------------------------                                                              
 Class B        Net Issued.......................................             982                 --

ALLIANCE CONSERVATIVE INVESTORS FUND                                                                
------------------------------------                                                                
 Class A        Net Issued.......................................             356                354
 Class B        Net Issued.......................................             295                 --

EQ/PUTNAM BALANCED FUND (A)                                                                         
---------------------------                                                                         
 Class B        Net Issued.......................................             531                 --

ALLIANCE GROWTH INVESTORS FUND                                                                      
------------------------------                                                                      
 Class A        Net Issued.......................................             681                758
 Class B        Net Issued.......................................             581                 --

MERRILL LYNCH WORLD STRATEGY FUND (A)                                                               
------------------------------------                                                                
 Class B        Net Issued.......................................             232                 --

-----------------------                     
(a) Commenced Operations on May 1, 1997.    

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

5.    Amounts retained by Equitable Life in Separate Account No. 45             

      The amount  retained by Equitable Life in the Account  arises  principally
      from (1)  contributions  from  Equitable  Life,  (2) mortality and expense
      charges and asset based administrative charges accumulated in the account,
      and (3) that portion,  determined  ratably,  of the  Account's  investment
      results  applicable  to those  assets in the  Account in excess of the net
      assets for the  Contracts.  Amounts  retained  by  Equitable  Life are not
      subject  to  charges  for  mortality  and  expense  risks and asset  based
administrative expenses.                                            

      Amounts  retained by Equitable  Life in the Account may be  transferred at
any time by Equitable Life to its General Account.                  

      The following table shows the  contributions  (withdrawals) in net amounts
retained by Equitable Life by investment fund:                      

                                                        [Enlarge/Download Table]

                                                                                   YEARS ENDED DECEMBER 31,                 
                                                                ------------------------------------------------------------
                                    INVESTMENT FUND                          1997                           1996            
                                                                ------------------------------  ----------------------------
                                                                                                                            
Alliance Money Market Fund.....................................           $(240,000)                    $(125,000)          

Alliance Intermediate Government Securities Fund...............             (60,000)                      (25,000)          

Alliance High Yield Fund(1)....................................              10,000                            --           

T. Rowe Price Equity Income Fund(1)............................                  --                            --           

EQ/Putnam Growth & Income Value Fund(1)........................                  --                            --           

Alliance Growth & Income Fund..................................            (250,000)                      (60,000)          

Alliance Equity Index Fund.....................................               5,000                            --           

Merrill Lynch Basic Value Equity Fund(1).......................                  --                            --           

Alliance Common Stock Fund.....................................            (840,000)                     (223,000)          

MFS Research Fund(1)...........................................                  --                            --           

Alliance Global Fund...........................................            (185,000)                      (52,000)          

Alliance International Fund....................................            (120,000)                      (35,000)          

T. Rowe Price International Stock Fund(1)......................                  --                            --           

Morgan Stanley Emerging Markets Equity Fund(2).................                  --                            --           

Alliance Aggressive Stock Fund.................................            (435,000)                     (110,000)          

Warburg Pincus Small Company Value Fund(1).....................                  --                            --           

Alliance Small Cap Growth Fund(1)..............................              10,000                            --           

MFS Emerging Growth Companies Fund(1)..........................                  --                            --           

Alliance Conservative Investors Fund...........................             (87,000)                      (45,000)          

EQ/Putnam Balanced Fund(1).....................................                  --                            --           

Alliance Growth Investors Fund.................................            (185,000)                     (105,000)          

Merrill Lynch World Strategy Fund(1)...........................                  --                            --           
                                                                          
----------------------                                              
(1) Commenced operations on May 1, 1997.                            

(2) Commenced operations on November 20, 1997.                      

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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
DECEMBER 31, 1997                                                               

6.    Accumulation Unit Values                                                  

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                  YEARS ENDED DECEMBER 31,                  
                                                               -------------------------------------------------------------
                                                                            1997                           1996             
ALLIANCE MONEY MARKET FUND                                     -----------------------------     -------------------------- 
--------------------------                                                                                                  
                                                                                                                            
Class A Unit value, beginning of period.......................             $24.81                         $23.83            
Class A Unit value, end of period.............................             $25.85                         $24.81            
Class B Unit value, beginning of period (c)...................             $25.17                             --            
Class B Unit value, end of period (c).........................             $25.85                             --            
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................                928                          1,302            
   Class B....................................................              1,972                             --            

ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES FUND                                                                            
------------------------------------------------                                                                            
Class A Unit value, beginning of period.......................             $13.77                         $13.42            
Class A Unit value, end of period.............................             $14.60                         $13.77            
Class B Unit value, beginning of period (c)...................             $13.88                             --            
Class B Unit value, end of period (c).........................             $14.58                             --            
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................                413                            252            
   Class B....................................................                345                             --            

ALLIANCE HIGH YIELD FUND                                                                                                    
------------------------                                                                                                    
Class A Unit value, beginning of period.......................             $26.95                             --            
Class A Unit value, end of period.............................             $30.73                             --            
Class B Unit value, beginning of period.......................             $26.91                             --            
Class B Unit value, end of period.............................             $30.63                             --            
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................                 98                             --            
   Class B....................................................                505                             --            

T. ROWE PRICE EQUITY INCOME FUND (A)                                                                                        
------------------------------------                                                                                        
Class B Unit value, beginning of period.......................             $10.00                             --            
Class B Unit value, end of period.............................             $12.12                             --            
Number of units outstanding, end of period (000's):                                                                         
   Class B....................................................              1,565                             --            

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(b) Commenced Operations on August 20, 1997.                                    
(c) Units were made available for sale on May 1, 1997.                          

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THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       
SEPARATE ACCOUNT NO. 45                                                         
NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
DECEMBER 31, 1997                                                               
6.    Accumulation Unit Values (Continued):                                     

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                   YEARS ENDED DECEMBER 31,                 
                                                                ------------------------------------------------------------
                                                                            1997                            1996            
EQ/PUTNAM GROWTH & INCOME VALUE FUND (A)                        ------------------------------   ---------------------------
--------------------------------------------------------------                                                              
                                                                                                                            
Class B Unit value, beginning of period.......................             $10.00                           --              
Class B Unit value, end of period.............................             $11.53                           --              
Number of units outstanding, end of period (000's):                                                                         
   Class B....................................................              1,230                           --              

ALLIANCE GROWTH & INCOME FUND                                                                                               
-----------------------------                                                                                               
Class A Unit value, beginning of period.......................             $14.23                       $11.99              
Class A Unit value, end of period.............................             $17.83                       $14.23              
Class B Unit value, beginning of period (c)...................             $14.67                           --              
Class B Unit value, end of period (c).........................             $17.80                           --              
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................              3,433                        1,056              
   Class B....................................................              1,829                           --              

ALLIANCE EQUITY INDEX FUND (A)                                                                                              
------------------------------                                                                                              
Class A Unit value, beginning of period.......................             $17.62                           --              
Class A Unit value, end of period.............................             $21.41                           --              
Class B Unit value, beginning of period.......................             $17.62                           --              
Class B Unit value, end of period.............................             $21.38                           --              
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................                 --                           --              
   Class B....................................................                  5                           --              

MERRILL LYNCH BASIC VALUE EQUITY FUND (A)                                                                                   
-----------------------------------------                                                                                   
Class B Unit value, beginning of period.......................             $10.00                           --              
Class B Unit value, end of period.............................             $11.61                           --              
Number of units outstanding, end of period (000's):                                                                         
   Class B....................................................                849                           --              

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(b) Commenced Operations on August 20, 1997.                                    
(c) Units were made available for sale on May 1, 1997.                          

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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
DECEMBER 31, 1997                                                               
6.    Accumulation Unit Values (Continued):                                     

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                   YEARS ENDED DECEMBER 31,              
                                                                   ------------------------------------------------------
                                                                              1997                        1996           
ALLIANCE COMMON STOCK FUND                                         -------------------------     ------------------------
--------------------------                                                                                               
                                                                                                                         
Class A Unit value, beginning of period...........................          $152.96                     $124.52          
Class A Unit value, end of period.................................          $195.37                     $152.96          
Class B Unit value, beginning of period (c).......................          $153.35                          --          
Class B Unit value, end of period (c).............................          $194.74                          --          
Number of units outstanding, end of period (000's):                                                                      
   Class A........................................................            1,114                         494          
   Class B........................................................              519                          --          

MFS RESEARCH FUND (A)                                                                                                    
---------------------                                                                                                    
Class B Unit value, beginning of period...........................           $10.00                          --          
Class B Unit value, end of period.................................           $11.52                          --          
Number of units outstanding, end of period (000's):                                                                      
   Class B........................................................            1,039                          --          

ALLIANCE GLOBAL FUND                                                                                                     
--------------------                                                                                                     
Class A Unit value, beginning of period...........................           $25.25                      $22.29          
Class A Unit value, end of period.................................           $27.85                      $25.25          
Class B Unit value, beginning of period (c).......................           $24.87                          --          
Class B Unit value, end of period (c).............................           $27.76                          --          
Number of units outstanding, end of period (000's):                                                                      
   Class A........................................................            1,074                         609          
   Class B........................................................              308                          --          

ALLIANCE INTERNATIONAL FUND                                                                                              
---------------------------                                                                                              
Class A Unit value, beginning of period...........................           $11.98                      $11.03          
Class A Unit value, end of period.................................           $11.48                      $11.98          
Class B Unit value, beginning of period (c).......................           $11.86                          --          
Class B Unit value, end of period (c).............................           $11.46                          --          
Number of units outstanding, end of period (000's):                                                                      
   Class A........................................................            1,151                         717          
   Class B........................................................              285                          --          

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(c) Units were made available for sale on May 1, 1997.                          

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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
DECEMBER 31, 1997                                                               
6.    Accumulation Unit Values (Continued):                                     

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                YEARS ENDED DECEMBER 31,             
                                                               ------------------------------------------------------
                                                                           1997                        1996          
T. ROWE PRICE INTERNATIONAL STOCK FUND (A)                     ---------------------------   ------------------------
-----------------------------------------                                                                            
                                                                                                                     
Class B Unit value, beginning of period.......................            $10.00                        --           
Class B Unit value, end of period.............................            $ 9.77                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class B....................................................             1,291                        --           

MORGAN STANLEY EMERGING MARKETS EQUITY FUND (B)                                                                      
-----------------------------------------------                                                                      
Class B Unit value, beginning of period.......................            $10.00                        --           
Class B Unit value, end of period.............................            $ 7.95                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class B....................................................               282                        --           

ALLIANCE AGGRESSIVE STOCK FUND                                                                                       
------------------------------                                                                                       
Class A Unit value, beginning of period.......................            $65.94                    $54.59           
Class A Unit value, end of period.............................            $72.23                    $65.94           
Class B Unit value, beginning of period (c)...................            $62.84                        --           
Class B Unit value, end of period (c).........................            $72.00                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class A....................................................             1,261                       620           
   Class B....................................................               369                        --           

WARBURG PINCUS SMALL COMPANY VALUE FUND (A)                                                                          
-------------------------------------------                                                                          
Class B Unit value, beginning of period.......................            $10.00                        --           
Class B Unit value, end of period.............................            $11.82                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class B....................................................             2,096                        --           

ALLIANCE SMALL CAP GROWTH FUND (A)                                                                                   
----------------------------------                                                                                   
Class A Unit value, beginning of period.......................            $10.00                        --           
Class A Unit value, end of period.............................            $12.57                        --           
Class B Unit value, beginning of period.......................            $10.00                        --           
Class B Unit value, end of period.............................            $12.55                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class A....................................................               208                        --           
   Class B....................................................             1,084                        --           

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(b) Commenced Operations on November 20, 1997.                                  
(c) Units were made available for sale on May 1, 1997.                          

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

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)                                       
DECEMBER 31, 1997                                                               
6.    Accumulation Unit Values (Concluded):                                     

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                 YEARS ENDED DECEMBER 31,              
                                                               --------------------------------------------------------
                                                                           1997                          1996          
MFS EMERGING GROWTH FUND (A)                                   ---------------------------     ------------------------
----------------------------                                                                                           
                                                                                                                       
Class B Unit value, beginning of period.......................           $10.00                          --            
Class B Unit value, end of period.............................           $12.15                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class B....................................................              982                          --            

ALLIANCE CONSERVATIVE INVESTORS FUND                                                                                   
------------------------------------                                                                                   
Class A Unit value, beginning of period.......................           $17.21                      $16.55            
Class A Unit value, end of period.............................           $19.26                      $17.21            
Class B Unit value, beginning of period (c)...................           $17.33                          --            
Class B Unit value, end of period (c).........................           $19.23                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class A....................................................              813                         457            
   Class B....................................................              295                          --            

EQ/PUTMAN BALANCED FUND (A)                                                                                            
---------------------------                                                                                            
Class B Unit value, beginning of period.......................           $10.00                          --            
Class B Unit value, end of period.............................           $11.36                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class B....................................................              531                          --            

ALLIANCE GROWTH INVESTORS FUND                                                                                         
------------------------------                                                                                         
Class A Unit value, beginning of period.......................           $26.26                      $23.59            
Class A Unit value, end of period.............................           $30.31                      $26.26            
Class B Unit value, beginning of period (c)...................           $26.23                          --            
Class B Unit value, end of period (c).........................           $30.22                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class A....................................................            1,596                         914            
   Class B....................................................              581                          --            

MERRILL LYNCH WORLD STRATEGY FUND (A)                                                                                  
-------------------------------------                                                                                  
Class B Unit value, beginning of period.......................           $10.00                          --            
Class B Unit value, end of period.............................           $10.39                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class B....................................................              232                          --            

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(b) Commenced Operations on November 20, 1997.                                  
(c) Units were made available for sale on May 1, 1997.                          

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February 10, 1998                                                               

 Report of Independent Accountants

To the Board of Directors and Shareholders of                                   
The Equitable Life Assurance Society of the United States                       

In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  statements of earnings,  of shareholder's equity and of cash flows
present  fairly,  in  all  material  respects,  the  financial  position  of The
Equitable  Life  Assurance  Society  of the United  States and its  subsidiaries
("Equitable  Life") at  December  31,  1997 and 1996,  and the  results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting  principles.
These  financial   statements  are  the   responsibility   of  Equitable  Life's
management;  our  responsibility  is to express  an  opinion on these  financial
statements  based on our audits.  We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management and evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for the opinion  expressed
above.                                                                          

As discussed in Note 2 to the consolidated financial statements,  Equitable Life
changed its methods of accounting for long-duration participating life insurance
contracts and long-lived assets in 1996 and for loan impairments in 1995.       

/s/ Price Waterhouse, LLP                                                       
---------------------------                                                     
Price Waterhouse LLP                                                    
New York, New York                                                      
February 10, 1998                                                       

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
 CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND 1996

                                                        [Enlarge/Download Table]

                                                                                   1997                 1996       
                                                                             -----------------    -----------------
                                                                                         (In Millions)             
                                                                                                                   
ASSETS                                                                                                             
Investments:                                                                                                       
  Fixed maturities:                                                                                                
    Available for sale, at estimated fair value.............................  $    19,630.9        $    18,077.0   
  Mortgage loans on real estate.............................................        2,611.4              3,133.0   
  Equity real estate........................................................        2,749.2              3,297.5   
  Policy loans..............................................................        2,422.9              2,196.1   
  Other equity investments..................................................          951.5                860.6   
  Investment in and loans to affiliates.....................................          731.1                685.0   
  Other invested assets.....................................................          624.7                 25.4   
                                                                             -----------------    -----------------
      Total investments.....................................................       29,721.7             28,274.6   
Cash and cash equivalents...................................................          300.5                538.8   
Deferred policy acquisition costs...........................................        3,236.6              3,104.9   
Amounts due from discontinued operations....................................          572.8                996.2   
Other assets................................................................        2,685.2              2,552.2   
Closed Block assets.........................................................        8,566.6              8,495.0   
Separate Accounts assets....................................................       36,538.7             29,646.1   
                                                                             -----------------    -----------------

Total Assets................................................................  $    81,622.1        $    73,607.8   
                                                                             =================    =================

LIABILITIES                                                                                                        
Policyholders' account balances.............................................  $    21,579.5        $    21,865.6   
Future policy benefits and other policyholder's liabilities.................        4,553.8              4,416.6   
Short-term and long-term debt...............................................        1,991.2              1,766.9   
Other liabilities...........................................................        3,257.1              2,785.1   
Closed Block liabilities....................................................        9,073.7              9,091.3   
Separate Accounts liabilities...............................................       36,306.3             29,598.3   
                                                                             -----------------    -----------------
      Total liabilities.....................................................       76,761.6             69,523.8   
                                                                             -----------------    -----------------

Commitments and contingencies (Notes 10, 12, 13, 14 and 15)                                                        

SHAREHOLDER'S EQUITY                                                                                               
Common stock, $1.25 par value 2.0 million shares authorized, issued                                                
  and outstanding...........................................................            2.5                  2.5   
Capital in excess of par value..............................................        3,105.8              3,105.8   
Retained earnings...........................................................        1,235.9                798.7   
Net unrealized investment gains.............................................          533.6                189.9   
Minimum pension liability...................................................          (17.3)               (12.9)  
                                                                             -----------------    -----------------
      Total shareholder's equity............................................        4,860.5              4,084.0   
                                                                             -----------------    -----------------

Total Liabilities and Shareholder's Equity..................................  $    81,622.1        $    73,607.8   
                                                                             =================    =================

 See Notes to Consolidated Financial Statements.

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
 CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

                                                        [Enlarge/Download Table]


                                                                     1997               1996               1995       
                                                               -----------------  -----------------  -----------------
                                                                                   (In Millions)                      
                                                                                                                      
REVENUES                                                                                                              
Universal life and investment-type product policy fee                                                                 
  income......................................................  $      950.6       $       874.0      $       788.2   
Premiums......................................................         601.5               597.6              606.8   
Net investment income.........................................       2,282.8             2,203.6            2,088.2   
Investment (losses) gains, net................................         (45.2)               (9.8)               5.3   
Commissions, fees and other income............................       1,227.2             1,081.8              897.1   
Contribution from the Closed Block............................         102.5               125.0              143.2   
                                                               -----------------  -----------------  -----------------

      Total revenues..........................................       5,119.4             4,872.2            4,528.8   
                                                               -----------------  -----------------  -----------------

BENEFITS AND OTHER DEDUCTIONS                                                                                         
Interest credited to policyholders' account balances..........       1,266.2             1,270.2            1,248.3   
Policyholders' benefits.......................................         978.6             1,317.7            1,008.6   
Other operating costs and expenses............................       2,203.9             2,075.7            1,775.8   
                                                               -----------------  -----------------  -----------------

      Total benefits and other deductions.....................       4,448.7             4,663.6            4,032.7   
                                                               -----------------  -----------------  -----------------

Earnings from continuing operations before Federal                                                                    
  income taxes, minority interest and cumulative                                                                      
  effect of accounting change.................................         670.7               208.6              496.1   
Federal income taxes..........................................          91.5                 9.7              120.5   
Minority interest in net income of consolidated subsidiaries..          54.8                81.7               62.8   
                                                               -----------------  -----------------  -----------------
Earnings from continuing operations before cumulative                                                                 
  effect of accounting change.................................         524.4               117.2              312.8   
Discontinued operations, net of Federal income taxes..........         (87.2)              (83.8)               -     
Cumulative effect of accounting change, net of Federal                                                                
  income taxes................................................           -                 (23.1)               -     
                                                               -----------------  -----------------  -----------------

Net Earnings..................................................  $      437.2       $        10.3      $       312.8   
                                                               =================  =================  =================

 See Notes to Consolidated Financial Statements.

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

                                                        [Enlarge/Download Table]

                                                                     1997               1996               1995       
                                                               -----------------  -----------------  -----------------
                                                                                   (In Millions)                      
                                                                                                                      
Common stock, at par value, beginning and end of year.........  $        2.5       $         2.5      $         2.5   
                                                               -----------------  -----------------  -----------------

Capital in excess of par value, beginning and end of year.....       3,105.8             3,105.8            3,105.8   
                                                               -----------------  -----------------  -----------------

Retained earnings, beginning of year..........................         798.7               788.4              475.6   
Net earnings..................................................         437.2                10.3              312.8   
                                                               -----------------  -----------------  -----------------
Retained earnings, end of year................................       1,235.9               798.7              788.4   
                                                               -----------------  -----------------  -----------------

Net unrealized investment gains (losses), beginning of year...         189.9               396.5             (220.5)  
Change in unrealized investment gains (losses)................         343.7              (206.6)             617.0   
                                                               -----------------  -----------------  -----------------
Net unrealized investment gains, end of year..................         533.6               189.9              396.5   
                                                               -----------------  -----------------  -----------------

Minimum pension liability, beginning of year..................         (12.9)              (35.1)              (2.7)  
Change in minimum pension liability...........................          (4.4)               22.2              (32.4)  
                                                                                                     -----------------
                                                               -----------------  -----------------                   
Minimum pension liability, end of year........................         (17.3)              (12.9)             (35.1)  
                                                               -----------------  -----------------  -----------------

Total Shareholder's Equity, End of Year.......................  $    4,860.5       $     4,084.0      $     4,258.1   
                                                               =================  =================  =================

 See Notes to Consolidated Financial Statements.

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

                                                        [Enlarge/Download Table]


                                                                      1997               1996               1995       
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)                      
                                                                                                                       
Net earnings..................................................   $      437.2       $        10.3      $       312.8   
Adjustments  to  reconcile  net  earnings  to net  cash  provided  by  operating                                       
  activities:                                                                                                          
  Interest credited to policyholders' account balances........        1,266.2             1,270.2            1,248.3   
  Universal life and investment-type product                                                                           
    policy fee income.........................................         (950.6)             (874.0)            (788.2)  
  Investment losses (gains)...................................           45.2                 9.8               (5.3)  
  Change in Federal income tax payable........................          (74.4)             (197.1)             221.6   
  Other, net..................................................          169.4               330.2               80.5   
                                                                -----------------  -----------------  -----------------

Net cash provided by operating activities.....................          893.0               549.4            1,069.7   
                                                                -----------------  -----------------  -----------------

Cash flows from investing activities:                                                                                  
  Maturities and repayments...................................        2,702.9             2,275.1            1,897.4   
  Sales.......................................................       10,385.9             8,964.3            8,867.1   
  Purchases...................................................      (13,205.4)          (12,559.6)         (11,675.5)  
  (Increase) decrease in short-term investments...............         (555.0)              450.3              (99.3)  
  Decrease in loans to discontinued operations................          420.1             1,017.0            1,226.9   
  Sale of subsidiaries........................................          261.0                 -                  -     
  Other, net..................................................         (612.6)             (281.0)            (413.4)  
                                                                -----------------  -----------------  -----------------

Net cash used by investing activities.........................         (603.1)             (133.9)            (196.8)  
                                                                -----------------  -----------------  -----------------

Cash flows from financing activities: Policyholders' account balances:                                                 
    Deposits..................................................        1,281.7             1,925.4            2,586.5   
    Withdrawals...............................................       (1,886.8)           (2,385.2)          (2,657.1)  
  Net increase (decrease) in short-term financings............          419.9                 (.3)             (16.4)  
  Additions to long-term debt.................................           32.0                 -                599.7   
  Repayments of long-term debt................................         (196.4)             (124.8)             (40.7)  
  Payment of obligation to fund accumulated deficit of                                                                 
    discontinued operations...................................          (83.9)                -             (1,215.4)  
  Other, net..................................................          (94.7)              (66.5)             (48.4)  
                                                                -----------------  -----------------  -----------------

Net cash used by financing activities.........................         (528.2)             (651.4)            (791.8)  
                                                                -----------------  -----------------  -----------------

Change in cash and cash equivalents...........................         (238.3)             (235.9)              81.1   
Cash and cash equivalents, beginning of year..................          538.8               774.7              693.6   
                                                                -----------------  -----------------  -----------------

Cash and Cash Equivalents, End of Year........................   $      300.5       $       538.8      $       774.7   
                                                                =================  =================  =================

Supplemental cash flow information                                                                                     
  Interest Paid...............................................   $      217.1       $       109.9      $        89.6   
                                                                =================  =================  =================
  Income Taxes Paid (Refunded)................................   $      170.0       $       (10.0)     $       (82.7)  
                                                                =================  =================  =================

 See Notes to Consolidated Financial Statements.

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1)     ORGANIZATION                                                           

        The Equitable  Life Assurance  Society of the United States  ("Equitable
        Life")  is  a  wholly  owned  subsidiary  of  The  Equitable   Companies
        Incorporated  (the  "Holding   Company").   Equitable  Life's  insurance
        business  is  conducted  principally  by  Equitable  Life and,  prior to
        December 31, 1996, its wholly owned life insurance subsidiary, Equitable
        Variable Life Insurance Company  ("EVLICO").  Effective January 1, 1997,
        EVLICO was merged into Equitable  Life,  which  continues to conduct the
        Company's  insurance  business.  Equitable Life's investment  management
        business,  which comprises the Investment Services segment, is conducted
        principally  by  Alliance  Capital  Management  L.P.   ("Alliance")  and
        Donaldson,  Lufkin & Jenrette,  Inc. ("DLJ"),  an investment banking and
        brokerage  affiliate.  AXA-UAP ("AXA"),  a French holding company for an
        international   group  of  insurance  and  related  financial   services
        companies,   is  the  Holding  Company's  largest  shareholder,   owning
        approximately  58.7% at  December  31,  1997  (54.3%  if all  securities
        convertible  into,  and options on, common stock were to be converted or
exercised).                                                     

2)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

Basis of Presentation and Principles of Consolidation           

        The  accompanying  consolidated  financial  statements  are  prepared in
        conformity with generally accepted accounting  principles ("GAAP") which
        require  management to make  estimates and  assumptions  that affect the
        reported  amounts of assets and liabilities and disclosure of contingent
        assets and  liabilities at the date of the financial  statements and the
        reported  amounts of revenues and expenses during the reporting  period.
Actual results could differ from those estimates.               

        The accompanying  consolidated financial statements include the accounts
        of  Equitable  Life  and its  wholly  owned  life  insurance  subsidiary
        (collectively,   the  "Insurance  Group");  non-insurance  subsidiaries,
        principally  Alliance,  an investment advisory subsidiary,  and, through
        June  10,  1997,  Equitable  Real  Estate  Investment  Management,  Inc.
        ("EREIM"), a real estate investment management subsidiary which was sold
        (see  Note 5);  and  those  partnerships  and  joint  ventures  in which
        Equitable Life or its subsidiaries  has control and a majority  economic
        interest  (collectively,  including its consolidated  subsidiaries,  the
        "Company").  The  Company's  investment in DLJ is reported on the equity
        basis of accounting.  Closed Block assets and liabilities and results of
        operations  are presented in the  consolidated  financial  statements as
        single  line  items  (see  Note  6).  Unless  specifically  stated,  all
        disclosures  contained  herein  supporting  the  consolidated  financial
statements exclude the Closed Block related amounts.            

        All  significant  intercompany   transactions  and  balances  have  been
        eliminated in  consolidation  other than  intercompany  transactions and
        balances with the Closed Block and the discontinued operations (see Note
7).                                                             

        The years  "1997,"  "1996" and "1995" refer to the years ended  December
31, 1997, 1996 and 1995, respectively.                          

        Certain  reclassifications  have been made in the amounts  presented for
  prior periods to conform these periods with the 1997 presentation.

Closed Block                                                    

        As of July 22, 1992, Equitable Life established the Closed Block for the
        benefit of certain  classes of  individual  participating  policies  for
        which Equitable Life had a dividend scale payable in 1991 and which were
        in force on that date.  Assets were  allocated to the Closed Block in an
        amount which,  together with anticipated revenues from policies included
        in the Closed Block, was reasonably expected to be sufficient to support
        such  business,  including  provision  for  payment of  claims,  certain
        expenses and taxes,  and for  continuation of dividend scales payable in
1991, assuming the experience underlying such scales continues. 

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        Assets  allocated to the Closed Block inure solely to the benefit of the
        holders of policies  included in the Closed Block and will not revert to
        the benefit of the Holding Company. No reallocation, transfer, borrowing
        or  lending  of assets can be made  between  the Closed  Block and other
        portions  of  Equitable  Life's  General  Account,  any of its  Separate
        Accounts or any affiliate of Equitable  Life without the approval of the
        New York  Superintendent  of Insurance  (the  "Superintendent").  Closed
        Block  assets and  liabilities  are carried on the same basis as similar
        assets and liabilities held in the General Account. The excess of Closed
        Block  liabilities  over Closed  Block  assets  represents  the expected
        future  post-tax  contribution  from the  Closed  Block  which  would be
        recognized  in income over the period the policies and  contracts in the
Closed Block remain in force.                                   

Discontinued Operations                                         

        Discontinued operations consist of the business of the former Guaranteed
        Interest   Contract   ("GIC")   segment   which   includes   the   Group
        Non-Participating  Wind-Up Annuities  ("Wind-Up  Annuities") and the GIC
        lines  of  business.  An  allowance  was  established  for  the  premium
        deficiency  reserve for Wind-Up Annuities and estimated future losses of
        the  GIC  line of  business.  Management  reviews  the  adequacy  of the
        allowance  each  quarter  and,  during the 1997 and 1996 fourth  quarter
        reviews,  the  allowance  for future  losses was  increased.  Management
        believes  the  allowance  for  future  losses at  December  31,  1997 is
        adequate to provide for all future losses; however, the determination of
        the allowance  continues to involve  numerous  estimates and  subjective
        judgments regarding the expected performance of Discontinued  Operations
        Investment  Assets.  There can be no assurance  the losses  provided for
        will not  differ  from the  losses  ultimately  realized.  To the extent
        actual  results or future  projections  of the  discontinued  operations
        differ  from   management's   current  best  estimates  and  assumptions
        underlying  the allowance for future  losses,  the  difference  would be
        reflected in the  consolidated  statements  of earnings in  discontinued
        operations.  In  particular,  to the extent  income,  sales proceeds and
        holding periods for equity real estate differ from management's previous
        assumptions,  periodic adjustments to the allowance are likely to result
(see Note 7).                                                   

Accounting Changes                                              

        In 1996, the Company changed its method of accounting for  long-duration
        participating  life  insurance  contracts,  primarily  within the Closed
        Block,  in accordance  with the  provisions  prescribed by SFAS No. 120,
        "Accounting  and Reporting by Mutual Life Insurance  Enterprises  and by
        Insurance   Enterprises   for   Certain   Long-Duration    Participating
        Contracts".  (See "Deferred Policy Acquisition  Costs,"  "Policyholders'
Account Balances and Future Policy Benefits" and Note 6.)       

        The Company implemented SFAS No. 121,  "Accounting for the Impairment of
        Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of," as of
        January 1, 1996.  SFAS No. 121  requires  long-lived  assets and certain
        identifiable  intangibles be reviewed for impairment  whenever events or
        changes in circumstances  indicate the carrying value of such assets may
        not be  recoverable.  Effective with SFAS No. 121's  adoption,  impaired
        real estate is written down to fair value with the impairment loss being
        included in investment gains (losses), net. Before implementing SFAS No.
        121,  valuation  allowances  on real estate held for the  production  of
        income were computed using the  forecasted  cash flows of the respective
        properties  discounted at a rate equal to The Equitable's cost of funds.
        The  adoption of the  statement  resulted  in the  release of  valuation
        allowances of $152.4  million and  recognition  of impairment  losses of
        $144.0 million on real estate held for production of income. Real estate
        which management has committed to disposing of by sale or abandonment is
        classified  as real estate held for sale.  Valuation  allowances on real
        estate  held  for  sale  continue  to be  computed  using  the  lower of
        depreciated  cost or estimated  fair value,  net of  disposition  costs.
        Implementation of the SFAS No. 121 impairment  requirements  relative to
        other  assets to be disposed of resulted in a charge for the  cumulative
        effect of an accounting change of $23.1 million, net of a Federal income
        tax  benefit of $12.4  million,  due to the  writedown  to fair value of
building improvements relating to facilities vacated in 1996.   

        In the  first  quarter  of 1995,  the  Company  adopted  SFAS  No.  114,
        "Accounting  by Creditors  for  Impairment  of a Loan".  Impaired  loans
        within  SFAS No.  114's  scope are to be  measured  based on the present
        value of expected future cash flows  discounted at the loan's  effective
        interest rate, at the loan's  observable  market price or the fair value
        of the collateral if the loan is collateral  dependent.  The adoption of
        this  statement  did not  have a  material  effect  on the  level of the
        allowances  for  possible  losses  or  on  the  Company's   consolidated
statements of earnings and shareholder's equity.                

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New Accounting Pronouncements                                   

        In January  1998,  the Financial  Accounting  Standards  Board  ("FASB")
        issued SFAS No. 132,  "Employers'  Disclosures  about  Pension and Other
        Postretirement   Benefits,"   which  revises   current  note  disclosure
        requirements for employers' pension and other retiree benefits. SFAS No.
        132 is effective for fiscal years beginning after December 15, 1997. The
        Company  will  adopt  the  provisions  of  SFAS  No.  132  in  the  1998
consolidated financial statements.                              

        In December 1997, the American Institute of Certified Public Accountants
        ("AICPA")  issued  Statement of Position  ("SOP") 97-3,  "Accounting  by
        Insurance and Other Enterprises for Insurance-Related  Assessments". SOP
        97-3 provides guidance for assessments  related to insurance  activities
        and  requirements  for  disclosure of certain  information.  SOP 97-3 is
        effective for financial  statements  issued for periods  beginning after
        December 31, 1998. Restatement of previously issued financial statements
        is not required.  SOP 97-3 is not expected to have a material  impact on
the Company's consolidated financial statements.                

        In June 1997, the FASB issued SFAS No. 131,  "Disclosures about Segments
        of an  Enterprise  and Related  Information".  SFAS No. 131  establishes
        standards for the way public  business  enterprises  report  information
        about  operating  segments  in annual and interim  financial  statements
        issued  to  shareholders.  It also  establishes  standards  for  related
        disclosures  about  products and  services,  geographic  areas and major
        customers.  Generally,  financial  information  will be  required  to be
        reported  on  the  basis  used  by  management  for  evaluating  segment
        performance and for deciding how to allocate resources to segments. This
        statement is effective  for fiscal years  beginning  after  December 15,
        1997 and need not be applied to interim reporting in the initial year of
        adoption.  Restatement of comparative information for earlier periods is
        required.  Management is currently  reviewing its definition of business
segments in light of the requirements of SFAS No. 131.          

        In June 1997,  the FASB issued SFAS No.  130,  "Reporting  Comprehensive
        Income". SFAS No. 130 establishes standards for reporting and displaying
        comprehensive income and its components in a full set of general purpose
        financial  statements.  SFAS No. 130 requires an  enterprise to classify
        items of other  comprehensive  income  by their  nature  in a  financial
        statement  and display the  accumulated  balance of other  comprehensive
        income separately from retained earnings and additional  paid-in capital
        in the  equity  section  of a  statement  of  financial  position.  This
        statement is effective  for fiscal years  beginning  after  December 15,
        1997.  Reclassification  of  financial  statements  for earlier  periods
        provided for  comparative  purposes is required.  The Company will adopt
        the  provisions  of SFAS  No.  130 in its  1998  consolidated  financial
statements.                                                     

        In June 1996,  the FASB issued SFAS No. 125,  "Accounting  for Transfers
        and Servicing of Financial Assets and  Extinguishments  of Liabilities".
        SFAS No. 125 specifies the  accounting  and reporting  requirements  for
        transfers  of financial  assets,  the  recognition  and  measurement  of
        servicing  assets and  liabilities and  extinguishments  of liabilities.
        SFAS No. 125 is effective for transactions  occurring after December 31,
        1996 and is to be applied  prospectively.  In  December  1996,  the FASB
        issued  SFAS  No.  127,  "Deferral  of the  Effective  Date  of  Certain
        Provisions  of FASB  Statement  No.  125," which defers for one year the
        effective  date  of  provisions   relating  to  secured  borrowings  and
        collateral and transfers of financial assets that are part of repurchase
        agreements,  dollar-roll,  securities lending and similar  transactions.
        Implementation of SFAS No. 125 did not have nor is SFAS No. 127 expected
        to  have a  material  impact  on the  Company's  consolidated  financial
statements.                                                     

Valuation of Investments                                        

        Fixed  maturities  identified  as  available  for sale are  reported  at
        estimated fair value. The amortized cost of fixed maturities is adjusted
for impairments in value deemed to be other than temporary.     

        Valuation  allowances are netted  against the asset  categories to which
they apply.                                                     

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        Mortgage loans on real estate are stated at unpaid  principal  balances,
        net  of  unamortized  discounts  and  valuation  allowances.   Valuation
        allowances are based on the present value of expected  future cash flows
        discounted  at  the  loan's  original  effective  interest  rate  or the
        collateral  value  if the  loan is  collateral  dependent.  However,  if
        foreclosure  is or becomes  probable,  the  measurement  method  used is
collateral value.                                               

        Real estate,  including real estate acquired in satisfaction of debt, is
        stated at  depreciated  cost less valuation  allowances.  At the date of
        foreclosure (including in-substance  foreclosure),  real estate acquired
        in satisfaction of debt is valued at estimated fair value. Impaired real
        estate is  written  down to fair value  with the  impairment  loss being
        included in investment gains (losses), net. Valuation allowances on real
        estate held for sale are computed using the lower of depreciated cost or
        current estimated fair value, net of disposition costs.  Depreciation is
        discontinued on real estate held for sale. Prior to the adoption of SFAS
        No. 121,  valuation  allowances  on real estate held for  production  of
        income were computed using the  forecasted  cash flows of the respective
     properties discounted at a rate equal to the Company's cost of funds.

Policy loans are stated at unpaid principal balances.           

        Partnerships  and joint venture  interests in which the Company does not
        have control or a majority  economic interest are reported on the equity
        basis of accounting  and are included  either with equity real estate or
other equity investments, as appropriate.                       

        Common  stocks are carried at  estimated  fair value and are included in
other equity investments.                                       

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

        Cash and cash equivalents  includes cash on hand, amounts due from banks
        and highly liquid debt instruments  purchased with an original  maturity
of three months or less.                                        

        All securities are recorded in the consolidated  financial statements on
a trade date basis.                                             

        Net Investment Income,  Investment Gains, Net and Unrealized  Investment
Gains (Losses)                                                  

        Net   investment   income  and  realized   investment   gains   (losses)
        (collectively,  "investment  results") related to certain  participating
        group annuity contracts which are passed through to the  contractholders
      are reflected as interest credited to policyholders' account balances.

        Realized   investment   gains   (losses)  are   determined  by  specific
        identification  and are presented as a component of revenue.  Changes in
valuation allowances are included in investment gains or losses.

        Unrealized investment gains and losses on fixed maturities available for
        sale and equity  securities  held by the Company are  accounted for as a
        separate  component of  shareholder's  equity,  net of related  deferred
        Federal income taxes, amounts  attributable to discontinued  operations,
        participating  group annuity  contracts and deferred policy  acquisition
        costs ("DAC") related to universal life and investment-type products and
participating traditional life contracts.                       

Recognition of Insurance Income and Related Expenses            

        Premiums from universal life and investment-type  contracts are reported
        as deposits to  policyholders'  account  balances.  Revenues  from these
        contracts   consist  of  amounts  assessed  during  the  period  against
        policyholders'   account   balances  for   mortality   charges,   policy
        administration charges and surrender charges. Policy benefits and claims
        that are  charged to expense  include  benefit  claims  incurred  in the
period in excess of related policyholders' account balances.    

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        Premiums from participating and  non-participating  traditional life and
        annuity  policies with life  contingencies  generally are  recognized as
        income when due.  Benefits  and expenses are matched with such income so
        as to  result  in the  recognition  of  profits  over  the  life  of the
        contracts.  This match is  accomplished  by means of the  provision  for
        liabilities  for future policy  benefits and the deferral and subsequent
amortization of policy acquisition costs.                       

        For  contracts  with a single  premium  or a limited  number of  premium
        payments due over a  significantly  shorter period than the total period
        over which  benefits are provided,  premiums are recorded as income when
        due with any  excess  profit  deferred  and  recognized  in  income in a
        constant  relationship  to  insurance  in force or, for  annuities,  the
amount of expected future benefit payments.                     

        Premiums from individual  health contracts are recognized as income over
        the period to which the premiums  relate in  proportion to the amount of
insurance protection provided.                                  

Deferred Policy Acquisition Costs                               

        The  costs  of  acquiring   new   business,   principally   commissions,
        underwriting,  agency and policy issue expenses,  all of which vary with
        and  are  primarily  related  to the  production  of new  business,  are
        deferred. DAC is subject to recoverability testing at the time of policy
        issue and loss recognition testing at the end of each accounting period.

        For  universal  life  products  and  investment-type  products,  DAC  is
        amortized  over the expected  total life of the contract  group (periods
        ranging  from  15 to 35  years  and 5 to 17  years,  respectively)  as a
        constant  percentage of estimated gross profits arising principally from
        investment results,  mortality and expense margins and surrender charges
        based on historical and anticipated  future  experience,  updated at the
        end of each accounting  period. The effect on the amortization of DAC of
        revisions  to  estimated  gross  profits is reflected in earnings in the
        period such estimated  gross profits are revised.  The effect on the DAC
        asset that would result from realization of unrealized gains (losses) is
        recognized  with an offset to unrealized  gains (losses) in consolidated
shareholder's equity as of the balance sheet date.              

        For participating  traditional life policies (substantially all of which
        are in the Closed Block),  DAC is amortized over the expected total life
        of the contract group (40 years) as a constant  percentage  based on the
        present  value of the  estimated  gross  margin  amounts  expected to be
        realized  over the life of the contracts  using the expected  investment
        yield. At December 31, 1997, the expected  investment  yield,  excluding
        policy  loans,  generally  ranged from 7.53%  grading to 7.92% over a 20
        year period.  Estimated gross margin includes  anticipated  premiums and
        investment results less claims and administrative  expenses,  changes in
        the  net  level  premium  reserve  and  expected   annual   policyholder
        dividends.  The  effect  on the  amortization  of DAC  of  revisions  to
        estimated  gross  margins is  reflected  in  earnings in the period such
        estimated  gross  margins are revised.  The effect on the DAC asset that
        would result from realization of unrealized gains (losses) is recognized
        with  an  offset  to   unrealized   gains   (losses)   in   consolidated
shareholder's equity as of the balance sheet date.              

        For  non-participating  traditional  life and annuity policies with life
        contingencies,  DAC is amortized in proportion to anticipated  premiums.
        Assumptions  as to  anticipated  premiums  are  estimated at the date of
        policy  issue  and  are  consistently  applied  during  the  life of the
        contracts.   Deviations  from  estimated  experience  are  reflected  in
        earnings in the period such deviations  occur. For these contracts,  the
    amortization periods generally are for the total life of the policy.

        For  individual  health  benefit  insurance,  DAC is amortized  over the
        expected  average  life of the  contracts  (10 years  for major  medical
        policies  and  20  years  for  disability  income  ("DI")  products)  in
proportion to anticipated premium revenue at time of issue.     

Policyholders' Account Balances and Future Policy Benefits      

        Policyholders'  account balances for universal life and  investment-type
        contracts are equal to the policy  account  values.  The policy  account
        values  represents  an  accumulation  of  gross  premium  payments  plus
     credited interest less expense and mortality charges and withdrawals.

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        For  participating  traditional  life  policies,  future policy  benefit
        liabilities are calculated using a net level premium method on the basis
        of actuarial assumptions equal to guaranteed mortality and dividend fund
        interest  rates.  The  liability  for annual  dividends  represents  the
        accrual of annual dividends  earned.  Terminal  dividends are accrued in
proportion to gross margins over the life of the contract.      

        For non-participating traditional life insurance policies, future policy
        benefit  liabilities  are estimated  using a net level premium method on
        the basis of actuarial  assumptions  as to  mortality,  persistency  and
        interest established at policy issue.  Assumptions established at policy
        issue as to mortality and persistency are based on the Insurance Group's
        experience  which,  together  with  interest  and  expense  assumptions,
        include a margin for adverse deviation.  When the liabilities for future
        policy benefits plus the present value of expected future gross premiums
        for a product are  insufficient  to provide for expected  future  policy
        benefits  and  expenses  for  that  product,  DAC  is  written  off  and
        thereafter,  if required, a premium deficiency reserve is established by
        a charge to earnings.  Benefit  liabilities  for  traditional  annuities
        during the accumulation period are equal to accumulated contractholders'
        fund balances and after  annuitization are equal to the present value of
        expected  future  payments.  Interest  rates used in  establishing  such
        liabilities range from 2.25% to 11.5% for life insurance liabilities and
from 2.25% to 13.5% for annuity liabilities.                    

        During  the  fourth  quarter  of  1996,  a  loss  recognition  study  of
        participating group annuity contracts and conversion annuities ("Pension
        Par") was completed  which  included  management's  revised  estimate of
        assumptions,  such as expected mortality and future investment  returns.
        The  study's  results   prompted   management  to  establish  a  premium
        deficiency reserve which decreased  earnings from continuing  operations
and net earnings by $47.5 million ($73.0 million pre-tax).      

        Individual  health  benefit  liabilities  for active lives are estimated
        using  the  net  level  premium  method  and  assumptions  as to  future
        morbidity,  withdrawals and interest.  Benefit  liabilities for disabled
        lives are  estimated  using the  present  value of  benefits  method and
       experience assumptions as to claim terminations, expenses and interest.

        During  the  fourth  quarter  of  1996,  the  Company  completed  a loss
        recognition  study of the DI business  which  incorporated  management's
        revised  estimates  of  future  experience  with  regard  to  morbidity,
        investment  returns,   claims  and  administration  expenses  and  other
        factors.  The study  indicated DAC was not  recoverable and the reserves
        were  not  sufficient.  Earnings  from  continuing  operations  and  net
        earnings  decreased  by $208.0  million  ($320.0  million  pre-tax) as a
        result of  strengthening  DI reserves by $175.0  million and writing off
        unamortized DAC of $145.0 million related to DI products issued prior to
        July 1993. The determination of DI reserves requires making  assumptions
        and estimates relating to a variety of factors,  including morbidity and
        interest  rates,  claims  experience and lapse rates based on then known
        facts and circumstances. Such factors as claim incidence and termination
        rates can be affected by changes in the economic,  legal and  regulatory
        environments and work ethic.  While management  believes its 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.                                                    

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        Claim  reserves and associated  liabilities  for individual DI and major
        medical  policies were $886.7 million and $869.4 million at December 31,
        1997 and  1996,  respectively.  Incurred  benefits  (benefits  paid plus
        changes in claim reserves) and benefits paid for individual DI and major
        medical  policies   (excluding   reserve   strengthening  in  1996)  are
summarized as follows:                                          

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Incurred benefits related to current year..........  $       190.2      $      189.0      $      176.0    
Incurred benefits related to prior years...........            2.1              69.1              67.8    
                                                    -----------------  ----------------  -----------------
Total Incurred Benefits............................  $       192.3      $      258.1      $      243.8    
                                                    =================  ================  =================

Benefits paid related to current year..............  $        28.8      $       32.6      $       37.0    
Benefits paid related to prior years...............          146.2             153.3             137.8    
                                                    -----------------  ----------------  -----------------
Total Benefits Paid................................  $       175.0      $      185.9      $      174.8    
                                                    =================  ================  =================

Policyholders' Dividends                                        

        The amount of  policyholders'  dividends to be paid (including  those on
        policies  included  in the  Closed  Block)  is  determined  annually  by
        Equitable   Life's  board  of  directors.   The   aggregate   amount  of
        policyholders'  dividends  is  related  to actual  interest,  mortality,
        morbidity  and expense  experience  for the year and  judgment as to the
        appropriate level of statutory surplus to be retained by Equitable Life.

        At December 31, 1997,  participating  policies,  including  those in the
        Closed Block, represent  approximately 21.2% ($50.2 billion) of directly
written life insurance in force, net of amounts ceded.          

Federal Income Taxes                                            

        The  Company  files a  consolidated  Federal  income tax return with the
        Holding  Company  and its  consolidated  subsidiaries.  Current  Federal
        income  taxes are charged or credited to  operations  based upon amounts
        estimated to be payable or recoverable as a result of taxable operations
        for the current year.  Deferred  income tax assets and  liabilities  are
        recognized based on the difference between financial  statement carrying
        amounts  and income tax bases of assets and  liabilities  using  enacted
income tax rates and laws.                                      

Separate Accounts                                               

        Separate  Accounts are established in conformity with the New York State
        Insurance Law and generally are not  chargeable  with  liabilities  that
        arise from any other business of the Insurance Group.  Separate Accounts
        assets  are  subject to General  Account  claims  only to the extent the
value of such assets exceeds Separate Accounts liabilities.     

        Assets  and  liabilities  of the  Separate  Accounts,  representing  net
        deposits  and  accumulated  net  investment  earnings  less  fees,  held
        primarily  for  the  benefit  of  contractholders,  and  for  which  the
        Insurance Group does not bear the investment risk, are shown as separate
        captions in the consolidated  balance sheets.  The Insurance Group bears
        the investment risk on assets held in one Separate  Account,  therefore,
        such assets are carried on the same basis as similar  assets held in the
        General Account  portfolio.  Assets held in the other Separate  Accounts
        are carried at quoted  market  values or,  where  quoted  values are not
        available,  at  estimated  fair values as  determined  by the  Insurance
Group.                                                          

        The investment results of Separate Accounts on which the Insurance Group
        does not bear the  investment  risk are  reflected  directly in Separate
        Accounts  liabilities.  For 1997, 1996 and 1995,  investment  results of
        such  Separate  Accounts  were $3,411.1  million,  $2,970.6  million and
$1,963.2 million, respectively.                                 

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        Deposits to Separate  Accounts  are  reported as  increases  in Separate
        Accounts liabilities and are not reported in revenues. Mortality, policy
        administration  and  surrender  charges  on all  Separate  Accounts  are
included in revenues.                                           

Employee Stock Option Plan                                      

        The Company  accounts for stock  option  plans  sponsored by the Holding
        Company,   DLJ  and  Alliance  in  accordance  with  the  provisions  of
        Accounting  Principles  Board Opinion  ("APB") No. 25,  "Accounting  for
        Stock Issued to Employees," and related  interpretations.  In accordance
        with the opinion,  compensation expense is recorded on the date of grant
        only if the current  market price of the  underlying  stock  exceeds the
        exercise  price.  See  Note  21 for the pro  forma  disclosures  for the
        Holding Company,  DLJ and Alliance required by SFAS No. 123, "Accounting
for Stock-Based Compensation".                                  

3)     INVESTMENTS                                                            

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

                                                        [Enlarge/Download Table]


                                                                Gross               Gross                         
                                           Amortized          Unrealized         Unrealized         Estimated     
                                              Cost              Gains              Losses           Fair Value    
                                        -----------------  -----------------   ----------------  -----------------
                                                                      (In Millions)                               
                                                                                                                  
December 31, 1997                                                                                                 
Fixed Maturities:                                                                                                 
  Available for Sale:                                                                                             
    Corporate..........................  $    14,230.3      $       785.0       $       74.5      $    14,940.8   
    Mortgage-backed....................        1,702.8               23.5                1.3            1,725.0   
    U.S. Treasury securities and                                                                                  
      U.S. government and                                                                                         
      agency securities................        1,583.2               83.9                 .6            1,666.5   
    States and political subdivisions..          673.0                6.8                 .1              679.7   
    Foreign governments................          442.4               44.8                2.0              485.2   
    Redeemable preferred stock.........          128.0                6.7                1.0              133.7   
                                        -----------------  -----------------   ----------------  -----------------
Total Available for Sale...............  $    18,759.7      $       950.7       $       79.5      $    19,630.9   
                                        =================  =================   ================  =================
Equity Securities:                                                                                                
  Common stock.........................  $       408.4      $        48.7       $       15.0      $       442.1   
                                        =================  =================   ================  =================
December 31, 1996                                                                                                 
Fixed Maturities:                                                                                                 
  Available for Sale:                                                                                             
    Corporate..........................  $    13,645.2      $       451.5       $      121.0      $    13,975.7   
    Mortgage-backed....................        2,015.9               11.2               20.3            2,006.8   
    U.S. Treasury securities and                                                                                  
      U.S. government and                                                                                         
      agency securities................        1,539.4               39.2               19.3            1,559.3   
    States and political subdivisions..           77.0                4.5                -                 81.5   
    Foreign governments................          302.6               18.0                2.2              318.4   
    Redeemable preferred stock.........          139.1                3.3                7.1              135.3   
                                        -----------------  -----------------   ----------------  -----------------
Total Available for Sale...............  $    17,719.2      $       527.7       $      169.9      $    18,077.0   
                                        =================  =================   ================  =================
Equity Securities:                                                                                                
  Common stock.........................  $       362.0      $        49.3       $       17.7      $       393.6   
                                        =================  =================   ================  =================

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        For publicly traded fixed  maturities and equity  securities,  estimated
        fair  value  is  determined  using  quoted  market  prices.   For  fixed
        maturities without a readily ascertainable market value, the Company has
        determined  an  estimated  fair  value  using  a  discounted  cash  flow
        approach,  including  provisions for credit risk, generally based on the
        assumption  such  securities  will be held to maturity.  Estimated  fair
        values for equity  securities,  substantially all of which do not have a
        readily ascertainable market value, have been determined by the Company.
        Such estimated fair values do not  necessarily  represent the values for
        which  these  securities  could  have  been  sold  at the  dates  of the
        consolidated  balance sheets. At December 31, 1997 and 1996,  securities
        without a readily ascertainable market value having an amortized cost of
        $3,759.2 million and $3,915.7 million,  respectively, had estimated fair
values of $3,903.9 million and $4,024.6 million, respectively.  

      The contractual maturity of bonds at December 31, 1997 is shown below:

                                                        [Enlarge/Download Table]


                                                                                Available for Sale          
                                                                        ------------------------------------
                                                                           Amortized          Estimated     
                                                                             Cost             Fair Value    
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Due in one year or less................................................  $      149.9       $      151.3    
Due in years two through five..........................................       2,962.8            3,025.2    
Due in years six through ten...........................................       6,863.9            7,093.0    
Due after ten years....................................................       6,952.3            7,502.7    
Mortgage-backed securities.............................................       1,702.8            1,725.0    
                                                                        ----------------   -----------------
Total..................................................................  $   18,631.7       $   19,497.2    
                                                                        ================   =================

        Bonds not due at a single  maturity date have been included in the above
        table in the year of final maturity.  Actual maturities will differ from
        contractual  maturities  because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.

        The  Insurance  Group's fixed  maturity  investment  portfolio  includes
        corporate high yield  securities  consisting of public high yield bonds,
        redeemable  preferred  stocks and directly  negotiated debt in leveraged
        buyout  transactions.  The Insurance  Group seeks to minimize the higher
        than normal credit risks  associated  with such securities by monitoring
        the total  investments  in any single  issuer or total  investment  in a
        particular  industry  group.  Certain  of  these  corporate  high  yield
        securities are classified as other than investment  grade by the various
        rating  agencies,  i.e., a rating below Baa or National  Association  of
        Insurance Commissioners ("NAIC") designation of 3 (medium grade), 4 or 5
        (below  investment  grade) or 6 (in or near  default).  At December  31,
        1997,  approximately 17.85% of the $18,610.6 million aggregate amortized
        cost of bonds held by the  Insurance  Group were  considered to be other
than investment grade.                                          

        In addition to its  holdings of  corporate  high yield  securities,  the
        Insurance Group is an equity investor in limited  partnership  interests
        which  primarily  invest  in  securities  considered  to be  other  than
investment grade.                                               

        Fixed maturity  investments with  restructured or modified terms are not
material.                                                       

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    Investment valuation allowances and changes thereto are shown below:

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Balances, beginning of year........................  $       137.1      $      325.3      $      284.9    
SFAS No. 121 release...............................            -              (152.4)              -      
Additions charged to income........................          334.6             125.0             136.0    
Deductions for writedowns and                                                                             
  asset dispositions...............................          (87.2)           (160.8)            (95.6)   
                                                    -----------------  ----------------  -----------------
Balances, End of Year..............................  $       384.5      $      137.1      $      325.3    
                                                    =================  ================  =================

Balances, end of year comprise:                                                                           
  Mortgage loans on real estate....................  $        55.8      $       50.4      $       65.5    
  Equity real estate...............................          328.7              86.7             259.8    
                                                    -----------------  ----------------  -----------------
Total..............................................  $       384.5      $      137.1      $      325.3    
                                                    =================  ================  =================

        At December 31, 1997, the carrying  values of  investments  held for the
        production  of income  which were  non-income  producing  for the twelve
        months preceding the consolidated  balance sheet date were $12.6 million
     of fixed maturities and $.9 million of mortgage loans on real estate.

        At  December  31,  1997 and 1996,  mortgage  loans on real  estate  with
        scheduled payments 60 days (90 days for agricultural  mortgages) or more
        past due or in  foreclosure  (collectively,  "problem  mortgage loans on
        real  estate") had an  amortized  cost of $23.4  million  (0.9% of total
        mortgage loans on real estate) and $12.4 million (0.4% of total mortgage
loans on real estate), respectively.                            

        The payment terms of mortgage loans on real estate may from time to time
        be  restructured or modified.  The investment in  restructured  mortgage
        loans on real  estate,  based on  amortized  cost,  amounted  to  $183.4
        million and $388.3 million at December 31, 1997 and 1996,  respectively.
        Gross interest income on restructured mortgage loans on real estate that
        would have been recorded in accordance  with the original  terms of such
        loans  amounted to $17.2  million,  $35.5  million and $52.1  million in
        1997, 1996 and 1995, respectively.  Gross interest income on these loans
        included  in net  investment  income  aggregated  $12.7  million,  $28.2
million and $37.4 million in 1997, 1996 and 1995, respectively. 

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
related provision for losses were as follows:                   

                                                        [Enlarge/Download Table]


                                                                                 December 31,               
                                                                    ----------------------------------------
                                                                           1997                 1996        
                                                                    -------------------  -------------------
                                                                                 (In Millions)              
                                                                                                            
Impaired mortgage loans with provision for losses..................  $        196.7       $        340.0    
Impaired mortgage loans without provision for losses...............             3.6                122.3    
                                                                    -------------------  -------------------
Recorded investment in impaired mortgage loans.....................           200.3                462.3    
Provision for losses...............................................           (51.8)               (46.4)   
                                                                    -------------------  -------------------
Net Impaired Mortgage Loans........................................  $        148.5       $        415.9    
                                                                    ===================  ===================

        Impaired mortgage loans without provision for losses are loans where the
        fair value of the  collateral  or the net present  value of the expected
        future cash flows  related to the loan  equals or exceeds  the  recorded
        investment.  Interest income earned on loans where the collateral  value
        is used to measure  impairment  is recorded  on a cash  basis.  Interest
        income  on loans  where the  present  value  method  is used to  measure
        impairment  is accrued on the net  carrying  value amount of the loan at
        the  interest  rate used to  discount  the cash  flows.  Changes  in the
        present  value  attributable  to  changes  in the  amount  or  timing of
expected cash flows are reported as investment gains or losses. 

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        During 1997, 1996 and 1995, respectively, the Company's average recorded
        investment in impaired mortgage loans was $246.9 million, $552.1 million
        and  $429.0  million.  Interest  income  recognized  on  these  impaired
        mortgage  loans totaled $15.2  million,  $38.8 million and $27.9 million
        ($2.3  million,  $17.9  million and $13.4  million  recognized on a cash
basis) for 1997, 1996 and 1995, respectively.                   

        The Insurance Group's investment in equity real estate is through direct
        ownership  and through  investments  in real estate joint  ventures.  At
        December  31, 1997 and 1996,  the  carrying  value of equity real estate
        held  for  sale  amounted  to  $1,023.5   million  and  $345.6  million,
        respectively.  For 1997,  1996 and 1995,  respectively,  real  estate of
        $152.0  million,  $58.7  million  and  $35.3  million  was  acquired  in
        satisfaction  of debt. At December 31, 1997 and 1996,  the Company owned
        $693.3 million and $771.7 million, respectively, of real estate acquired
in satisfaction of debt.                                        

        Depreciation of real estate is computed using the  straight-line  method
        over the estimated useful lives of the properties, which generally range
        from 40 to 50 years.  Accumulated depreciation on real estate was $541.1
        million and $587.5 million at December 31, 1997 and 1996,  respectively.
        Depreciation expense on real estate totaled $74.9 million, $91.8 million
and $121.7 million for 1997, 1996 and 1995, respectively.       

4)     JOINT VENTURES AND PARTNERSHIPS                                        

        Summarized combined financial information for real estate joint ventures
        (29 and 34  individual  ventures  as of  December  31,  1997  and  1996,
        respectively) and for limited partnership  interests accounted for under
        the equity  method,  in which the  Company  has an  investment  of $10.0
        million  or  greater  and an equity  interest  of 10% or  greater  is as
follows:                                                        

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            

                                                                                                            
BALANCE SHEETS                                                                                              
Investments in real estate, at depreciated cost........................  $    1,700.9       $    1,883.7    
Investments in securities, generally at estimated fair value...........       1,374.8            2,430.6    
Cash and cash equivalents..............................................         105.4               98.0    
Other assets...........................................................         584.9              427.0    
                                                                        ----------------   -----------------
Total Assets...........................................................  $    3,766.0       $    4,839.3    
                                                                        ================   =================

Borrowed funds - third party...........................................  $      493.4       $    1,574.3    
Borrowed funds - the Company...........................................          31.2              137.9    
Other liabilities......................................................         284.0              415.8    
                                                                        ----------------   -----------------
Total liabilities......................................................         808.6            2,128.0    
                                                                        ----------------   -----------------

Partners' capital......................................................       2,957.4            2,711.3    
                                                                        ----------------   -----------------

Total Liabilities and Partners' Capital................................  $    3,766.0       $    4,839.3    
                                                                        ================   =================

Equity in partners' capital included above.............................  $      568.5       $      806.8    
Equity in limited partnership interests not included above.............         331.8              201.8    
Other..................................................................           4.3                9.8    
                                                                        ----------------   -----------------
Carrying Value.........................................................  $      904.6       $    1,018.4    
                                                                        ================   =================

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                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
STATEMENTS OF EARNINGS                                                                                    
Revenues of real estate joint ventures.............  $       310.5      $      348.9      $      463.5    
Revenues of other limited partnership interests....          506.3             386.1             242.3    
Interest expense - third party.....................          (91.8)           (111.0)           (135.3)   
Interest expense - the Company.....................           (7.2)            (30.0)            (41.0)   
Other expenses.....................................         (263.6)           (282.5)           (397.7)   
                                                    -----------------  ----------------  -----------------
Net Earnings.......................................  $       454.2      $      311.5      $      131.8    
                                                    =================  ================  =================

Equity in net earnings included above..............  $        76.7      $       73.9      $       49.1    
Equity in net earnings of limited partnerships                                                            
  interests not included above.....................           69.5              35.8              44.8    
Other..............................................            (.9)               .9               1.0    
                                                                                         -----------------
                                                    -----------------  ----------------  -----------------
Total Equity in Net Earnings.......................  $       145.3      $      110.6      $       94.9    
                                                    =================  ================  =================

5)     NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)                    

The sources of net investment income are summarized as follows: 

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Fixed maturities...................................  $     1,459.4      $    1,307.4      $    1,151.1    
Mortgage loans on real estate......................          260.8             303.0             329.0    
Equity real estate.................................          390.4             442.4             560.4    
Other equity investments...........................          156.9             122.0              76.9    
Policy loans.......................................          177.0             160.3             144.4    
Other investment income............................          181.7             217.4             273.0    
                                                    -----------------  ----------------  -----------------

  Gross investment income..........................        2,626.2           2,552.5           2,534.8    
                                                    -----------------  ----------------  -----------------

  Investment expenses..............................          343.4             348.9             446.6    
                                                    -----------------  ----------------  -----------------

Net Investment Income..............................  $     2,282.8      $    2,203.6      $    2,088.2    
                                                    =================  ================  =================

        Investment  gains  (losses),  net,  including  changes in the  valuation
allowances, are summarized as follows:                          

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Fixed maturities...................................  $        88.1      $       60.5      $      119.9    
Mortgage loans on real estate......................          (11.2)            (27.3)            (40.2)   
Equity real estate.................................         (391.3)            (79.7)            (86.6)   
Other equity investments...........................           14.1              18.9              12.8    
Sale of subsidiaries...............................          252.1               -                 -      
Issuance and sales of Alliance Units...............            -                20.6               -      
Other..............................................            3.0              (2.8)              (.6)   
                                                    -----------------  ----------------  -----------------
Investment (Losses) Gains, Net.....................  $       (45.2)     $       (9.8)     $        5.3    
                                                    =================  ================  =================

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        Writedowns of fixed maturities amounted to $11.7 million,  $29.9 million
        and $46.7 million for 1997, 1996 and 1995, respectively,  and writedowns
        of  equity  real  estate  subsequent  to the  adoption  of SFAS No.  121
        amounted  to  $136.4  million  and  $23.7  million  for 1997  and  1996,
        respectively.  In the fourth quarter of 1997,  the Company  reclassified
        $1,095.4 million depreciated cost of equity real estate from real estate
        held  for the  production  of  income  to real  estate  held  for  sale.
        Additions to valuation  allowances of $227.6  million were recorded upon
        these transfers.  Additionally in the fourth quarter,  $132.3 million of
      writedowns on real estate held for production of income were recorded.

        For 1997,  1996 and 1995,  respectively,  proceeds  received on sales of
        fixed  maturities  classified as available for sale amounted to $9,789.7
        million,  $8,353.5 million and $8,206.0  million.  Gross gains of $166.0
        million,  $154.2  million and $211.4  million and gross losses of $108.8
        million, $92.7 million and $64.2 million, respectively, were realized on
        these sales. The change in unrealized  investment gains (losses) related
        to fixed maturities  classified as available for sale for 1997, 1996 and
        1995 amounted to $513.4 million,  $(258.0) million and $1,077.2 million,
respectively.                                                   

        For 1997,  1996 and 1995,  investment  results passed through to certain
        participating   group   annuity   contracts  as  interest   credited  to
        policyholders'  account  balances  amounted  to $137.5  million,  $136.7
million and $131.2 million, respectively.                       

        On June 10, 1997,  Equitable Life sold EREIM (other than its interest in
        Column Financial, Inc.) ("ERE") to Lend Lease Corporation Limited ("Lend
        Lease"),  a  publicly  traded,   international  property  and  financial
        services  company based in Sydney,  Australia.  The total purchase price
        was $400.0  million and consisted of $300.0 million in cash and a $100.0
        million note maturing in eight years and bearing interest at the rate of
        7.4%,  subject to certain  adjustments.  Equitable  Life  recognized  an
        investment  gain of $162.4  million,  net of Federal income tax of $87.4
        million as a result of this  transaction.  Equitable  Life  entered into
        long-term  advisory  agreements  whereby  ERE will  continue  to provide
        substantially  the same services to Equitable Life's General Account and
        Separate Accounts, for substantially the same fees, as provided prior to
the sale.                                                       

        Through  June 10, 1997 and the years ended  December  31, 1996 and 1995,
        respectively,  the businesses sold reported  combined  revenues of $91.6
        million,  $226.1 million and $245.6 million and combined net earnings of
        $10.7 million,  $30.7 million and $27.9 million.  Total combined  assets
        and liabilities as reported at December 31, 1996 were $171.8 million and
$130.1 million, respectively.                                   

        In  1996,  Alliance  acquired  the  business  of  Cursitor-Eaton   Asset
        Management   Company  and  Cursitor   Holdings  Limited   (collectively,
        "Cursitor")  for  approximately   $159.0  million.  The  purchase  price
        consisted of $94.3 million in cash,  1.8 million of Alliance's  publicly
        traded units  ("Alliance  Units"),  6% notes  aggregating  $21.5 million
        payable   ratably   over  four   years,   and   substantial   additional
        consideration  to be  determined  at a later  date.  The  excess  of the
        purchase price, including acquisition costs and minority interest,  over
        the  fair  value of  Cursitor's  net  assets  acquired  resulted  in the
        recognition  of  intangible  assets  consisting  of  costs  assigned  to
        contracts  acquired and  goodwill of  approximately  $122.8  million and
        $38.3 million,  respectively.  The Company recognized an investment gain
        of $20.6  million as a result of the issuance of Alliance  Units in this
        transaction.  On June 30, 1997,  Alliance  reduced the recorded value of
        goodwill  and  contracts  associated  with  Alliance's   acquisition  of
        Cursitor by $120.9 million.  This charge reflected  Alliance's view that
        Cursitor's continuing decline in assets under management and its reduced
        profitability,  resulting from relative investment underperformance,  no
        longer supported the carrying value of its investment.  As a result, the
        Company's  earnings from continuing  operations before cumulative effect
        of accounting change for 1997 included a charge of $59.5 million, net of
        a Federal  income tax benefit of $10.0 million and minority  interest of
        $51.4  million.  The  remaining  balance of  intangible  assets is being
        amortized  over its estimated  useful life of 20 years.  At December 31,
        1997, the Company's ownership of Alliance Units was approximately 56.9%.

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        Net unrealized  investment gains (losses),  included in the consolidated
        balance  sheets  as a  component  of  equity  and  the  changes  for the
corresponding years, are summarized as follows:                 

                                                        [Enlarge/Download Table]

                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Balance, beginning of year.........................  $       189.9      $      396.5      $     (220.5)   
Changes in unrealized investment gains (losses)....          543.3            (297.6)          1,198.9    
Changes in unrealized investment losses                                                                   
  (gains) attributable to:                                                                                
    Participating group annuity contracts..........           53.2               -               (78.1)   
    DAC............................................          (89.0)             42.3            (216.8)   
    Deferred Federal income taxes..................         (163.8)             48.7            (287.0)   
                                                    -----------------  ----------------  -----------------
Balance, End of Year...............................  $       533.6      $      189.9      $      396.5    
                                                    =================  ================  =================

Balance, end of year comprises:                                                                           
  Unrealized investment gains on:                                                                         
    Fixed maturities...............................  $       871.2      $      357.8      $      615.9    
    Other equity investments.......................           33.7              31.6              31.1    
    Other, principally Closed Block................           80.9              53.1              93.1    
                                                    -----------------  ----------------  -----------------
      Total........................................          985.8             442.5             740.1    
  Amounts of unrealized investment gains                                                                  
    attributable to:                                                                                      
      Participating group annuity contracts........          (19.0)            (72.2)            (72.2)   
      DAC..........................................         (141.0)            (52.0)            (94.3)   
      Deferred Federal income taxes................         (292.2)           (128.4)           (177.1)   
                                                    -----------------  ----------------  -----------------
Total..............................................  $       533.6      $      189.9      $      396.5    
                                                    =================  ================  =================

6)      CLOSED BLOCK                                                            

Summarized financial information for the Closed Block follows:  

                                                        [Enlarge/Download Table]


                                                                                  December 31,              
                                                                      --------------------------------------
                                                                            1997                 1996       
                                                                      -----------------    -----------------
                                                                                  (In Millions)             
                                                                                                            
Assets                                                                                                      
Fixed Maturities:                                                                                           
  Available for sale, at estimated fair value (amortized cost,                                              
    $4,059.4 and $3,820.7)...........................................  $    4,231.0         $    3,889.5    
Mortgage loans on real estate........................................       1,341.6              1,380.7    
Policy loans.........................................................       1,700.2              1,765.9    
Cash and other invested assets.......................................         282.7                336.1    
DAC..................................................................         775.2                876.5    
Other assets.........................................................         235.9                246.3    
                                                                      -----------------    -----------------
Total Assets.........................................................  $    8,566.6         $    8,495.0    
                                                                      =================    =================

Liabilities                                                                                                 
Future policy benefits and policyholders' account balances...........  $    8,993.2         $    8,999.7    
Other liabilities....................................................          80.5                 91.6    
                                                                      -----------------    -----------------
Total Liabilities....................................................  $    9,073.7         $    9,091.3    
                                                                      =================    =================

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                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Revenues                                                                                                  
Premiums and other revenue.........................  $       687.1      $      724.8      $      753.4    
Investment income (net of investment                                                                      
  expenses of $27.0, $27.3 and $26.7)..............          574.9             546.6             538.9    
Investment losses, net.............................          (42.4)             (5.5)            (20.2)   
                                                    -----------------  ----------------  -----------------
      Total revenues...............................        1,219.6           1,265.9           1,272.1    
                                                    -----------------  ----------------  -----------------

Benefits and Other Deductions                                                                             
Policyholders' benefits and dividends..............        1,066.7           1,106.3           1,077.6    
Other operating costs and expenses.................           50.4              34.6              51.3    
                                                    -----------------  ----------------  -----------------
      Total benefits and other deductions..........        1,117.1           1,140.9           1,128.9    
                                                    -----------------  ----------------  -----------------

Contribution from the Closed Block.................  $       102.5      $      125.0      $      143.2    
                                                    =================  ================  =================

        At December 31, 1997 and 1996, problem mortgage loans on real estate had
        an amortized  cost of $8.1 million and $4.3 million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had an amortized cost of $70.5 million and $114.2 million,
        respectively.  At December 31, 1996, the restructured  mortgage loans on
        real estate  amount  included $.7 million of problem  mortgage  loans on
real estate.                                                    

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
related provision for losses were as follows:                   

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Impaired mortgage loans with provision for losses......................  $       109.1      $       128.1   
Impaired mortgage loans without provision for losses...................             .6                 .6   
                                                                        ----------------   -----------------
Recorded investment in impaired mortgages..............................          109.7              128.7   
Provision for losses...................................................          (17.4)             (12.9)  
                                                                        ----------------   -----------------
Net Impaired Mortgage Loans............................................  $        92.3      $       115.8   
                                                                        ================   =================

        During  1997,  1996  and  1995,  the  Closed  Block's  average  recorded
        investment in impaired mortgage loans was $110.2 million, $153.8 million
        and $146.9 million,  respectively.  Interest income  recognized on these
        impaired  mortgage  loans totaled $9.4  million,  $10.9 million and $5.9
        million  ($4.1  million,  $4.7 million and $1.3 million  recognized on a
cash basis) for 1997, 1996 and 1995, respectively.              

        Valuation  allowances  amounted to $18.5  million  and $13.8  million on
        mortgage  loans on real  estate and $16.8  million  and $3.7  million on
        equity real estate at December  31, 1997 and 1996,  respectively.  As of
        January  1,  1996,  the  adoption  of  SFAS  No.  121  resulted  in  the
        recognition of impairment losses of $5.6 million on real estate held for
        production of income.  Writedowns of fixed  maturities  amounted to $3.5
        million,  $12.8  million  and $16.8  million  for  1997,  1996 and 1995,
        respectively  and  writedowns  of equity real estate  subsequent  to the
adoption of SFAS No. 121 amounted to $28.8 million for 1997.    

        In the fourth quarter of 1997, $72.9 million  depreciated cost of equity
        real estate held for  production  of income was  reclassified  to equity
        real estate held for sale.  Additions to valuation  allowances  of $15.4
        million were recorded upon these transfers.  Additionally, in the fourth
        quarter,  $28.8 million of writedowns on real estate held for production
of income were recorded.                                        

        Many  expenses  related  to  Closed  Block  operations  are  charged  to
        operations  outside of the Closed Block;  accordingly,  the contribution
        from the Closed Block does not represent the actual profitability of the
        Closed Block  operations.  Operating  costs and expenses  outside of the
        Closed Block are, therefore, disproportionate to the business outside of
the Closed Block.                                               

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7)     DISCONTINUED OPERATIONS                                                

     Summarized financial information for discontinued operations follows:

                                                        [Enlarge/Download Table]


                                                                                  December 31,              
                                                                      --------------------------------------
                                                                            1997                 1996       
                                                                      -----------------    -----------------
                                                                                  (In Millions)             

                                                                                                            
Assets                                                                                                      
Mortgage loans on real estate........................................  $      655.5         $    1,111.1    
Equity real estate...................................................         655.6                925.6    
Other equity investments.............................................         209.3                300.5    
Short-term investments...............................................         102.0                 63.2    
Other invested assets................................................          41.9                 50.9    
                                                                      -----------------    -----------------
  Total investments..................................................       1,664.3              2,451.3    
Cash and cash equivalents............................................         106.8                 42.6    
Other assets.........................................................         253.9                242.9    
                                                                      -----------------    -----------------
Total Assets.........................................................  $    2,025.0         $    2,736.8    
                                                                      =================    =================

Liabilities                                                                                                 
Policyholders' liabilities...........................................  $    1,048.3         $    1,335.9    
Allowance for future losses..........................................         259.2                262.0    
Amounts due to continuing operations.................................         572.8                996.2    
Other liabilities....................................................         144.7                142.7    
                                                                      -----------------    -----------------
Total Liabilities....................................................  $    2,025.0         $    2,736.8    
                                                                      =================    =================

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Revenues                                                                                                  
Investment income (net of investment                                                                      
  expenses of $97.3, $127.5 and $153.1)............  $       188.6      $      245.4      $      323.6    
Investment losses, net.............................         (173.7)            (18.9)            (22.9)   
Policy fees, premiums and other income.............             .2                .2                .7    
                                                    -----------------  ----------------  -----------------
Total revenues.....................................           15.1             226.7             301.4    

Benefits and other deductions......................          169.5             250.4             326.5    
Losses charged to allowance for future losses......         (154.4)            (23.7)            (25.1)   
                                                    -----------------  ----------------  -----------------
Pre-tax loss from operations.......................            -                 -                 -      
Pre-tax loss from strengthening of the                                                                    
  allowance for future losses......................         (134.1)           (129.0)              -      
Federal income tax benefit.........................           46.9              45.2               -      
                                                    -----------------  ----------------  -----------------
Loss from Discontinued Operations..................  $       (87.2)     $      (83.8)     $        -      
                                                    =================  ================  =================

        The Company's  quarterly process for evaluating the allowance for future
        losses  applies  the  current   period's  results  of  the  discontinued
        operations  against  the  allowance,  re-estimates  future  losses,  and
        adjusts the  allowance,  if  appropriate.  Additionally,  as part of the
        Company's  annual  planning  process  which  takes  place in the  fourth
        quarter of each year,  investment and benefit cash flow  projections are
        prepared.  These updated  assumptions and estimates resulted in the need
to strengthen the allowance in 1997 and 1996, respectively.     

        In the fourth quarter of 1997, $329.9 million depreciated cost of equity
        real estate was reclassified from equity real estate held for production
        of  income  to  real  estate  held  for  sale.  Additions  to  valuation
        allowances  of $79.8  million  were  recognized  upon  these  transfers.
        Additionally,  in the fourth quarter, $92.5 million of writedown on real
estate held for production of income were recognized.           

        Benefits and other deductions includes $53.3 million, $114.3 million and
        $154.6  million of interest  expense  related to amounts  borrowed  from
continuing operations in 1997, 1996 and 1995, respectively.     

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        Valuation  allowances  amounted  to $28.4  million  and $9.0  million on
        mortgage  loans on real estate and $88.4  million  and $20.4  million on
        equity real estate at December  31, 1997 and 1996,  respectively.  As of
        January 1, 1996,  the  adoption of SFAS No. 121 resulted in a release of
        existing valuation allowances of $71.9 million on equity real estate and
        recognition  of  impairment  losses of $69.8 million on real estate held
        for production of income. Writedowns of equity real estate subsequent to
        the adoption of SFAS No. 121 amounted to $95.7 million and $12.3 million
for 1997 and 1996, respectively.                                

        At December 31, 1997 and 1996, problem mortgage loans on real estate had
        amortized  costs of $11.0  million and $7.9 million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had amortized  costs of $109.4 million and $208.1 million,
respectively.                                                   

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
related provision for losses were as follows:                   

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            

                                                                                                            
Impaired mortgage loans with provision for losses......................  $       101.8      $        83.5   
Impaired mortgage loans without provision for losses...................             .2               15.0   
                                                                        ----------------   -----------------
Recorded investment in impaired mortgages..............................          102.0               98.5   
Provision for losses...................................................          (27.3)              (8.8)  
                                                                        ----------------   -----------------
Net Impaired Mortgage Loans............................................  $        74.7      $        89.7   
                                                                        ================   =================

        During  1997,  1996  and  1995,  the  discontinued  operations'  average
        recorded investment in impaired mortgage loans was $89.2 million, $134.8
        million and $177.4 million, respectively.  Interest income recognized on
        these impaired  mortgage  loans totaled $6.6 million,  $10.1 million and
        $4.5 million ($5.3 million, $7.5 million and $.4 million recognized on a
cash basis) for 1997, 1996 and 1995, respectively.              

        At December  31, 1997 and 1996,  discontinued  operations  had  carrying
        values of $156.2  million  and  $263.0  million,  respectively,  of real
estate acquired in satisfaction of debt.                        

8)      SHORT-TERM AND LONG-TERM DEBT                                           

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

                                                        [Enlarge/Download Table]


                                                                                  December 31,              
                                                                      --------------------------------------
                                                                            1997                 1996       
                                                                      -----------------    -----------------
                                                                                  (In Millions)             
                                                                                                            
Short-term debt......................................................  $      422.2         $      174.1    
                                                                      -----------------    -----------------
Long-term debt:                                                                                             
Equitable Life:                                                                                             
  6.95% surplus notes scheduled to mature 2005.......................         399.4                399.4    
  7.70% surplus notes scheduled to mature 2015.......................         199.7                199.6    
  Other..............................................................            .3                   .5    
                                                                      -----------------    -----------------
      Total Equitable Life...........................................         599.4                599.5    
                                                                      -----------------    -----------------
Wholly Owned and Joint Venture Real Estate:                                                                 
  Mortgage notes, 5.87% - 12.00% due through 2006....................         951.1                968.6    
                                                                      -----------------    -----------------
Alliance:                                                                                                   
  Other..............................................................          18.5                 24.7    
                                                                      -----------------    -----------------
Total long-term debt.................................................       1,569.0              1,592.8    
                                                                      -----------------    -----------------

Total Short-term and Long-term Debt..................................  $    1,991.2         $    1,766.9    
                                                                      =================    =================

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Short-term Debt                                                 

        Equitable  Life has a $350.0 million bank credit  facility  available to
        fund  short-term  working capital needs and to facilitate the securities
        settlement  process.  The  credit  facility  consists  of two  types  of
        borrowing  options with varying interest rates and expires in June 2000.
        The interest rates are based on external  indices  dependent on the type
        of borrowing  and at December 31, 1997 range from 5.88% to 8.50%.  There
        were no  borrowings  outstanding  under  this bank  credit  facility  at
December 31, 1997.                                              

        Equitable  Life has a  commercial  paper  program with an issue limit of
        $500.0 million. This program is available for general corporate purposes
        used to support  Equitable  Life's  liquidity  needs and is supported by
        Equitable  Life's  existing  $350.0  million  bank credit  facility.  At
    December 31, 1997, $50.0 million was outstanding under this program.

        During 1996,  Alliance entered into a $250.0 million five-year revolving
        credit facility with a group of banks. Under the facility,  the interest
        rate, at the option of Alliance, is a floating rate generally based upon
        a defined  prime rate,  a rate related to the London  Interbank  Offered
        Rate  ("LIBOR") or the Federal  funds rate. A facility fee is payable on
        the  total  facility.  The  revolving  credit  facility  will be used to
        provide back-up liquidity for Alliance's $250.0 million commercial paper
        program, to fund commission payments to financial intermediaries for the
        sale of Class B and C shares under Alliance's  mutual fund  distribution
        system, and for general working capital purposes.  At December 31, 1997,
        Alliance had $72.0 million in  commercial  paper  outstanding  and there
were no borrowings under the revolving credit facility.         

Long-term Debt                                                  

        Several of the long-term  debt  agreements  have  restrictive  covenants
        related  to the total  amount of debt,  net  tangible  assets  and other
matters. The Company is in compliance with all debt covenants.  

        On December 18, 1995,  Equitable Life issued, in accordance with Section
        1307 of the New York  Insurance  Law,  $400.0  million of surplus  notes
        having an interest rate of 6.95%  scheduled to mature in 2005 and $200.0
        million of surplus notes having an interest  rate of 7.70%  scheduled to
        mature  in 2015  (together,  the  "Surplus  Notes").  Proceeds  from the
        issuance  of the  Surplus  Notes  were  $596.6  million,  net of related
        issuance  costs.  Payments of interest on, or principal  of, the Surplus
Notes are subject to prior approval by the Superintendent.      

        The Company has pledged real estate, mortgage loans, cash and securities
        amounting to $1,164.0  million and $1,406.4 million at December 31, 1997
 and 1996, respectively, as collateral for certain long-term debt.

        At December 31, 1997,  aggregate  maturities of the long-term debt based
        on required  principal  payments at maturity for 1998 and the succeeding
        four  years are $565.8  million,  $201.4  million,  $8.6  million,  $1.7
      million and $1.8 million, respectively, and $790.6 million thereafter.

9)     FEDERAL INCOME TAXES                                                   

        A  summary  of the  Federal  income  tax  expense  in  the  consolidated
statements of earnings is shown below:                          

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Federal income tax expense (benefit):                                                                     
  Current..........................................  $       186.5      $       97.9      $      (11.7)   
  Deferred.........................................          (95.0)            (88.2)            132.2    
                                                    -----------------  ----------------  -----------------
Total..............................................  $        91.5      $        9.7      $      120.5    
                                                    =================  ================  =================

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        The Federal income taxes  attributable  to  consolidated  operations are
        different from the amounts determined by multiplying the earnings before
        Federal  income  taxes and  minority  interest by the  expected  Federal
        income  tax  rate of 35%.  The  sources  of the  difference  and the tax
effects of each are as follows:                                 

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Expected Federal income tax expense................  $       234.7      $       73.0      $      173.7    
Non-taxable minority interest......................          (38.0)            (28.6)            (22.0)   
Adjustment of tax audit reserves...................          (81.7)              6.9               4.1    
Equity in unconsolidated subsidiaries..............          (45.1)            (32.3)            (19.4)   
Other..............................................           21.6              (9.3)            (15.9)   
                                                    -----------------  ----------------  -----------------
Federal Income Tax Expense.........................  $        91.5      $        9.7      $      120.5    
                                                    =================  ================  =================

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

                                                        [Enlarge/Download Table]

                                               December 31, 1997                  December 31, 1996         
                                        ---------------------------------  ---------------------------------
                                            Assets         Liabilities         Assets         Liabilities   
                                        ---------------  ----------------  ---------------   ---------------
                                                                   (In Millions)                            

                                                                                                            
Compensation and related benefits......  $     257.9      $        -        $      259.2      $       -     
Other..................................         30.7               -                 -                1.8   
DAC, reserves and reinsurance..........          -               222.8               -              166.0   
Investments............................          -               405.7               -              328.6   
                                        ---------------  ----------------  ---------------   ---------------
Total..................................  $     288.6      $      628.5      $      259.2      $     496.4   
                                        ===============  ================  ===============   ===============

        The deferred Federal income taxes impacting  operations  reflect the net
        tax effects of temporary  differences  between the  carrying  amounts of
        assets and liabilities for financial  reporting purposes and the amounts
        used for income tax purposes. The sources of these temporary differences
and the tax effects of each are as follows:                     

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
DAC, reserves and reinsurance......................  $        46.2      $     (156.2)     $       63.3    
Investments........................................         (113.8)             78.6              13.0    
Compensation and related benefits..................            3.7              22.3              30.8    
Other..............................................          (31.1)            (32.9)             25.1    
                                                    -----------------  ----------------  -----------------
Deferred Federal Income Tax                                                                               
  (Benefit) Expense................................  $       (95.0)     $      (88.2)     $      132.2    
                                                    =================  ================  =================

        The Internal  Revenue Service (the "IRS") is in the process of examining
        the Company's consolidated Federal income tax returns for the years 1989
        through  1991.  Management  believes  these audits will have no material
adverse effect on the Company's results of operations.          

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10)     REINSURANCE AGREEMENTS                                                  

        The Insurance Group assumes and cedes  reinsurance  with other insurance
        companies.  The Insurance Group evaluates the financial condition of its
        reinsurers to minimize its exposure to significant losses from reinsurer
        insolvencies. Ceded reinsurance does not relieve the originating insurer
        of  liability.  The  effect of  reinsurance  (excluding  group  life and
health) is summarized as follows:                               

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Direct premiums....................................  $       448.6      $      461.4      $      474.2    
Reinsurance assumed................................          198.3             177.5             171.3    
Reinsurance ceded..................................          (45.4)            (41.3)            (38.7)   
                                                    -----------------  ----------------  -----------------
Premiums...........................................  $       601.5      $      597.6      $      606.8    
                                                    =================  ================  =================

Universal Life and Investment-type Product                                                                
  Policy Fee Income Ceded..........................  $        61.0      $       48.2      $       44.0    
                                                    =================  ================  =================
Policyholders' Benefits Ceded......................  $        70.6      $       54.1      $       48.9    
                                                    =================  ================  =================
Interest Credited to Policyholders' Account                                                               
  Balances Ceded...................................  $        36.4      $       32.3      $       28.5    
                                                    =================  ================  =================

        Effective  January 1, 1994, all in force business above $5.0 million was
        reinsured.   During  1996,  the  Company's   retention  limit  on  joint
        survivorship  policies was  increased to $15.0  million.  The  Insurance
        Group also reinsures the entire risk on certain substandard underwriting
risks as well as in certain other cases.                        

        The Insurance  Group cedes 100% of its group life and health business to
        a third party  insurance  company.  Premiums ceded totaled $1.6 million,
        $2.4 million and $260.6 million for 1997,  1996 and 1995,  respectively.
        Ceded death and disability benefits totaled $4.3 million,  $21.2 million
        and $188.1  million  for 1997,  1996 and 1995,  respectively.  Insurance
        liabilities  ceded totaled $593.8 million and $652.4 million at December
31, 1997 and 1996, respectively.                                

11)     EMPLOYEE BENEFIT PLANS                                                  

        The Company sponsors  qualified and non-qualified  defined benefit plans
        covering   substantially  all  employees  (including  certain  qualified
        part-time employees), managers and certain agents. The pension plans are
        non-contributory.  Equitable Life's benefits are based on a cash balance
        formula or years of service  and final  average  earnings,  if  greater,
        under certain grandfathering rules in the plans. Alliance's benefits are
        based on years of  credited  service,  average  final  base  salary  and
        primary social  security  benefits.  The Company's  funding policy is to
        make the minimum contribution required by the Employee Retirement Income
Security Act of 1974 ("ERISA").                                 

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

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Service cost.......................................  $        32.5      $       33.8      $       30.0    
Interest cost on projected benefit obligations.....          128.2             120.8             122.0    
Actual return on assets............................         (307.6)           (181.4)           (309.2)   
Net amortization and deferrals.....................          166.6              43.4             155.6    
                                                    -----------------  ----------------  -----------------
Net Periodic Pension Cost (Credit).................  $        19.7      $       16.6      $       (1.6)   
                                                    =================  ================  =================

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

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Actuarial present value of obligations:                                                                     
  Vested...............................................................  $    1,702.6       $    1,672.2    
  Non-vested...........................................................           3.9               10.1    
                                                                        ----------------   -----------------
Accumulated Benefit Obligation.........................................  $    1,706.5       $    1,682.3    
                                                                        ================   =================

Plan assets at fair value..............................................  $    1,867.4       $    1,626.0    
Projected benefit obligations..........................................       1,801.3            1,765.5    
                                                                        ----------------   -----------------
Projected benefit obligations (in excess of) or less than plan assets..          66.1             (139.5)   
Unrecognized prior service cost........................................          (9.9)             (17.9)   
Unrecognized net loss from past experience different                                                        
  from that assumed....................................................          95.0              280.0    
Unrecognized net asset at transition...................................           3.1                4.7    
Additional minimum liability...........................................           -                (19.3)   
                                                                        ----------------   -----------------
Prepaid  Pension Cost..................................................  $      154.3       $      108.0    
                                                                        ================   =================

        The  discount  rate and rate of increase in future  compensation  levels
        used in  determining  the actuarial  present value of projected  benefit
        obligations were 7.25% and 4.07%, respectively, at December 31, 1997 and
        7.5% and 4.25%,  respectively,  at December 31,  1996.  As of January 1,
        1997 and 1996,  the expected  long-term rate of return on assets for the
retirement plan was 10.25%.                                     

        The  Company  recorded,  as a  reduction  of  shareholders'  equity,  an
        additional minimum pension liability of $17.3 million and $12.9 million,
        net  of  Federal   income   taxes,   at  December  31,  1997  and  1996,
        respectively,  primarily  representing  the  excess  of the  accumulated
        benefit  obligation  of the  qualified  pension  plan  over the  accrued
liability.                                                      

        The  pension  plan's  assets  include   corporate  and  government  debt
        securities,  equity  securities,  equity real estate and shares of group
trusts managed by Alliance.                                     

        Prior to 1987, the qualified plan funded participants'  benefits through
        the purchase of non-participating annuity contracts from Equitable Life.
        Benefit payments under these contracts were approximately $33.2 million,
      $34.7 million and $36.4 million for 1997, 1996 and 1995, respectively.

        The  Company  provides  certain  medical  and  life  insurance  benefits
        (collectively,  "postretirement  benefits")  for  qualifying  employees,
        managers and agents  retiring from the Company (i) on or after attaining
        age 55 who  have at  least  10  years  of  service  or (ii) on or  after
        attaining  age 65 or (iii) whose jobs have been  abolished  and who have
        attained age 50 with 20 years of service.  The life  insurance  benefits
        are related to age and salary at retirement. The costs of postretirement
        benefits are  recognized in accordance  with the  provisions of SFAS No.
        106. The Company  continues to fund  postretirement  benefits costs on a
        pay-as-you-go  basis and,  for 1997,  1996 and 1995,  the  Company  made
        estimated  postretirement  benefits  payments  of $18.7  million,  $18.9
million and $31.1 million, respectively.                        

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        The  following  table  sets  forth the  postretirement  benefits  plan's
        status,  reconciled to amounts recognized in the Company's  consolidated
financial statements:                                           

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Service cost.......................................  $         4.5      $        5.3      $        4.0    
Interest cost on accumulated postretirement                                                               
  benefits obligation..............................           34.7              34.6              34.7    
Net amortization and deferrals.....................            1.9               2.4              (2.3)   
                                                    -----------------  ----------------  -----------------
Net Periodic Postretirement Benefits Costs.........  $        41.1      $       42.3      $       36.4    
                                                    =================  ================  =================

                                                        [Enlarge/Download Table]

                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Accumulated postretirement benefits obligation:                                                             
  Retirees.............................................................  $      388.5       $      381.8    
  Fully eligible active plan participants..............................          45.7               50.7    
  Other active plan participants.......................................          56.6               60.7    
                                                                        ----------------   -----------------
                                                                                490.8              493.2    
Unrecognized prior service cost........................................          40.3               50.5    
Unrecognized net loss from past experience different                                                        
  from that assumed and from changes in assumptions....................        (140.6)            (150.5)   
                                                                        ----------------   -----------------
Accrued Postretirement Benefits Cost...................................  $      390.5       $      393.2    
                                                                        ================   =================

        Since January 1, 1994,  costs to the Company for providing these medical
        benefits  available  to  retirees  under  age 65 are the  same as  those
        offered to active  employees and costs to the Company of providing these
        medical  benefits  will  be  limited  to  200%  of  1993  costs  for all
participants.                                                   

        The  assumed   health  care  cost  trend  rate  used  in  measuring  the
        accumulated  postretirement  benefits  obligation  was  8.75%  in  1997,
        gradually  declining  to 2.75% in the  year  2009 and in 1996 was  9.5%,
        gradually  declining to 3.5% in the year 2009. The discount rate used in
        determining the accumulated postretirement benefits obligation was 7.25%
and 7.50% at December 31, 1997 and 1996, respectively.          

        If the health care cost trend rate assumptions were increased by 1%, the
        accumulated  postretirement  benefits obligation as of December 31, 1997
        would be  increased  7%.  The  effect  of this  change on the sum of the
service cost and interest cost would be an increase of 8%.      

12)     DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS                     

Derivatives                                                     

        The Insurance Group primarily uses derivatives for asset/liability  risk
        management and for hedging individual securities. Derivatives mainly are
        utilized to reduce the  Insurance  Group's  exposure  to  interest  rate
        fluctuations.  Accounting for interest rate swap  transactions  is on an
        accrual   basis.   Gains  and  losses  related  to  interest  rate  swap
        transactions are amortized as yield  adjustments over the remaining life
        of the underlying  hedged  security.  Income and expense  resulting from
        interest rate swap  activities are reflected in net  investment  income.
        The  notional  amount of  matched  interest  rate swaps  outstanding  at
        December  31,  1997 and 1996,  respectively,  was  $1,353.4  million and
        $649.9 million.  The average unexpired terms at December 31, 1997 ranged
        from 1.5 to 3.8 years.  At December  31, 1997,  the cost of  terminating
        outstanding  matched  swaps in a loss position was $10.9 million and the
        unrealized  gain on  outstanding  matched  swaps in a gain  position was
        $38.9  million.  The  Company  has no  intention  of  terminating  these
        contracts  prior to  maturity.  During  1996 and 1995,  net gains of $.2
        million and $1.4 million, respectively, were recorded in connection with
        interest rate swap activity.  Equitable Life has implemented an interest
        rate cap program designed to hedge crediting rates on interest-sensitive
    individual annuities contracts. The outstanding notional  amounts at

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        December 31, 1997 of contracts  purchased and sold were $7,250.0 million
        and $875.0 million, respectively. The net premium paid by Equitable Life
        on these contracts was $48.5 million and is being amortized ratably over
        the  contract  periods  ranging  from 1 to 5 years.  Income and  expense
        resulting  from this program are  reflected as an adjustment to interest
credited to policyholders' account balances.                    

        Substantially  all of DLJ's  activities  related to derivatives  are, by
        their nature trading  activities  which are primarily for the purpose of
        customer accommodations.  DLJ enters into certain contractual agreements
        referred to as derivatives or  off-balance-sheet  financial  instruments
        involving  futures,  forwards and options.  DLJ's derivative  activities
        consist of writing  over-the-counter  ("OTC") options to accommodate its
        customer  needs,  trading in forward  contracts in U.S.  government  and
        agency  issued or  guaranteed  securities  and in futures  contracts  on
        equity-based  indices,  interest rate  instruments  and  currencies  and
        issuing   structured   products  based  on  emerging  market   financial
        instruments  and  indices.  DLJ's  involvement  in  swap  contracts  and
commodity derivative instruments is not significant.            

Fair Value of Financial Instruments                             

        The Company  defines  fair value as the quoted  market  prices for those
        instruments  that are  actively  traded in financial  markets.  In cases
        where quoted market prices are not available,  fair values are estimated
        using  present  value  or other  valuation  techniques.  The fair  value
        estimates  are made at a  specific  point in  time,  based on  available
        market  information  and  judgments  about  the  financial   instrument,
        including  estimates  of the timing and amount of  expected  future cash
        flows and the credit standing of  counterparties.  Such estimates do not
        reflect any premium or discount that could result from offering for sale
        at one time the  Company's  entire  holdings of a  particular  financial
        instrument,  nor do they consider the tax impact of the  realization  of
        unrealized  gains or losses.  In many  cases,  the fair value  estimates
        cannot be  substantiated by comparison to independent  markets,  nor can
        the  disclosed  value  be  realized  in  immediate   settlement  of  the
instrument.                                                     

        Certain  financial  instruments  are  excluded,  particularly  insurance
        liabilities  other than financial  guarantees and investment  contracts.
        Fair market  value of  off-balance-sheet  financial  instruments  of the
Insurance Group was not material at December 31, 1997 and 1996. 

        Fair  values  for  mortgage  loans  on  real  estate  are  estimated  by
        discounting  future contractual cash flows using interest rates at which
        loans with similar  characteristics  and credit  quality  would be made.
        Fair values for foreclosed mortgage loans and problem mortgage loans are
        limited to the  estimated  fair value of the  underlying  collateral  if
lower.                                                          

        Fair values of policy loans are estimated by discounting  the face value
        of the  loans  from the time of the next  interest  rate  review  to the
        present,  at a rate equal to the excess of the current  estimated market
rates over the current interest rate charged on the loan.       

        The estimated fair values for the Company's  association plan contracts,
        supplementary contracts not involving life contingencies  ("SCNILC") and
        annuities  certain,   which  are  included  in  policyholders'   account
        balances,   and  guaranteed   interest  contracts  are  estimated  using
        projected cash flows  discounted at rates  reflecting  expected  current
offering rates.                                                 

        The  estimated  fair values for variable  deferred  annuities and single
        premium   deferred   annuities   ("SPDA"),   which   are   included   in
        policyholders'  account  balances,  are  estimated  by  discounting  the
        account  value back from the time of the next  crediting  rate review to
        the present,  at a rate equal to the excess of current  estimated market
rates offered on new policies over the current crediting rates. 

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        Fair values for long-term  debt is  determined  using  published  market
        values, where available,  or contractual cash flows discounted at market
        interest rates. The estimated fair values for non-recourse mortgage debt
        are  determined by  discounting  contractual  cash flows at a rate which
        takes  into  account  the level of  current  market  interest  rates and
        collateral  risk. The estimated  fair values for recourse  mortgage debt
        are  determined by  discounting  contractual  cash flows at a rate based
        upon  current  interest  rates of other  companies  with credit  ratings
        similar to the  Company.  The  Company's  carrying  value of  short-term
borrowings approximates their estimated fair value.             

        The following  table  discloses  carrying value and estimated fair value
      for financial instruments not otherwise disclosed in Notes 3, 6 and 7:

                                                        [Enlarge/Download Table]

                                                                   December 31,                             
                                        --------------------------------------------------------------------
                                                      1997                               1996               
                                        ---------------------------------  ---------------------------------
                                           Carrying         Estimated         Carrying         Estimated    
                                            Value          Fair Value          Value           Fair Value   
                                        ---------------  ----------------  ---------------   ---------------
                                                                   (In Millions)                            

                                                                                                            
Consolidated Financial Instruments:                                                                         
Mortgage loans on real estate..........  $    2,611.4     $     2,822.8     $     3,133.0     $    3,394.6  
Other limited partnership interests....         509.4             509.4             467.0            467.0  
Policy loans...........................       2,422.9           2,493.9           2,196.1          2,221.6  
Policyholders' account balances -                                                                           
  investment contracts.................      12,611.0          12,714.0          12,908.7         12,992.2  
Long-term debt.........................       1,569.0           1,531.5           1,592.8          1,557.7  

Closed Block Financial Instruments:                                                                         
Mortgage loans on real estate..........       1,341.6           1,420.7           1,380.7          1,425.6  
Other equity investments...............          86.3              86.3             105.0            105.0  
Policy loans...........................       1,700.2           1,784.2           1,765.9          1,798.0  
SCNILC liability.......................          27.6              30.3              30.6             34.9  

Discontinued Operations Financial                                                                           
Instruments:                                                                                                
Mortgage loans on real estate..........         655.5             779.9           1,111.1          1,220.3  
Fixed maturities.......................          38.7              38.7              42.5             42.5  
Other equity investments...............         209.3             209.3             300.5            300.5  
Guaranteed interest contracts..........          37.0              34.0             290.7            300.5  
Long-term debt.........................         102.0             102.1             102.1            102.2  

13)     COMMITMENTS AND CONTINGENT LIABILITIES                                  

        The Company  has  provided,  from time to time,  certain  guarantees  or
        commitments  to  affiliates,  investors and others.  These  arrangements
        include commitments by the Company,  under certain  conditions:  to make
        capital  contributions of up to $202.6 million to affiliated real estate
        joint  ventures;  and to provide  equity  financing  to certain  limited
        partnerships of $362.1 million at December 31, 1997, under existing loan
or loan commitment agreements.                                  

        Equitable  Life  is the  obligor  under  certain  structured  settlement
        agreements  which  it  had  entered  into  with  unaffiliated  insurance
        companies  and  beneficiaries.  To satisfy its  obligations  under these
        agreements,  Equitable  Life owns  single  premium  annuities  issued by
        previously wholly owned life insurance subsidiaries.  Equitable Life has
        directed  payment  under  these  annuities  to be made  directly  to the
        beneficiaries under the structured settlement  agreements.  A contingent
        liability exists with respect to these agreements  should the previously
        wholly  owned   subsidiaries  be  unable  to  meet  their   obligations.
        Management  believes the satisfaction of those  obligations by Equitable
Life is remote.                                                 

        The Insurance  Group had $47.4 million of letters of credit  outstanding
at December 31, 1997.                                           

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14)     LITIGATION                                                              

        Equitable  Life recently  agreed to settle,  subject to court  approval,
        previously  disclosed  cases brought by persons  insured under  Lifetime
        Guaranteed   Renewable  Major  Medical  Insurance   Policies  issued  by
        Equitable  Life  (the  "Policies")  in New York  (Golomb  et al.  v. The
        Equitable Life  Assurance  Society of the United  States),  Pennsylvania
        (Malvin et al. v. The  Equitable  Life  Assurance  Society of the United
        States), Texas (Bowler et al. v. The Equitable Life Assurance Society of
        the United  States),  Florida  (Bachman v. The Equitable  Life Assurance
        Society of the United States) and California  (Fletcher v. The Equitable
        Life Assurance Society of the United States).  Plaintiffs in these cases
        claimed that Equitable Life's method for determining  premium  increases
        breached   the  terms  of  certain   forms  of  the   Policies  and  was
        misrepresented.  Plaintiffs  in Bowler and  Fletcher  also  claimed that
        Equitable Life  misrepresented to policyholders in Texas and California,
        respectively,  that  premium  increases  had been  approved by insurance
        departments  in those states and  determined  annual rate increases in a
        manner  that  discriminated  against  policyholders  in those  states in
        violation of the terms of the Policies, representations to policyholders
        and/or state law. The New York trial court  dismissed  the Golomb action
        with  prejudice  and  plaintiffs  appealed.   In  Bowler  and  Fletcher,
        Equitable  Life denied the material  allegations  of the  complaints and
        filed motions for summary  judgment which have been fully  briefed.  The
        Malvin action was stayed indefinitely pending the outcome of proceedings
        in Golomb and in Fletcher the magistrate  concluded that the case should
        be remanded to California  state court and Equitable  Life appealed that
        determination  to the district  judge.  On December 23, 1997,  Equitable
        Life  entered into a settlement  agreement,  subject to court  approval,
        which would result in the dismissal  with  prejudice of each of the five
        pending actions and the resolution of all similar claims on a nationwide
basis.                                                          

        The settlement agreement provides for the creation of a nationwide class
        consisting of all persons holding,  and paying premiums on, the Policies
        at any time since January 1, 1988. An amended complaint will be filed in
        the federal  district court in Tampa,  Florida (where the Florida action
        is pending), that would assert claims of the kind previously made in the
        cases described above on a nationwide  basis, on behalf of policyholders
        in the nationwide class, which consists of approximately  127,000 former
        and current policyholders. If the settlement is approved, Equitable Life
        would pay  $14,166,000  in  exchange  for release of all claims for past
        damages on claims of the type described in the five pending  actions and
        the amended  complaint.  Costs of  administering  the settlement and any
        attorneys'  fees awarded by the court to  plaintiffs'  counsel  would be
        deducted from this fund before distribution of the balance to the class.
        In addition to this payment,  Equitable  Life will provide future relief
        to current  holders of certain  forms of the  Policies in the form of an
        agreement  to be  embodied  in the  court's  judgment,  restricting  the
        premium  increases  Equitable  Life can seek on  these  Policies  in the
        future.  The parties estimate the present value of these restrictions at
        $23,333,000, before deduction of any attorneys' fees that may be awarded
        by the court.  The estimate is based on assumptions  about future events
        that cannot be predicted with certainty and accordingly the actual value
        of the future relief may differ.  The parties to the settlement  shortly
        will be asking the court to approve  preliminarily  the  settlement  and
        settlement class and to permit  distribution of notice of the settlement
        to policyholders, establish procedures for objections, an opportunity to
        opt out of the  settlements  as it  affects  past  damages,  and a court
        hearing on whether the settlement should be finally approved.  Equitable
        Life cannot predict whether the settlement will be approved or, if it is
        not  approved,  the  outcome  of  the  pending  litigations.  As  noted,
        proceedings in Malvin were stayed indefinitely; proceedings in the other
        actions  have been  stayed or  deferred to  accommodate  the  settlement
approval process.                                               

        A number of lawsuits have been filed against life and health insurers in
        the  jurisdictions  in  which  Equitable  Life and its  subsidiaries  do
        business involving insurers' sales practices,  alleged agent misconduct,
        alleged failure to properly supervise agents, and other matters. Some of
        the lawsuits have resulted in the award of substantial judgments against
        other insurers,  including  material amounts of punitive damages,  or in
        substantial  settlements.   In  some  states,  juries  have  substantial
        discretion  in awarding  punitive  damages.  Equitable  Life,  Equitable
        Variable  Life  Insurance  Company  ("EVLICO,"  which  was  merged  into
        Equitable Life effective January 1, 1997, but whose existence  continues
        for certain limited  purposes,  including the defense of litigation) and
        The  Equitable of  Colorado,  Inc.  ("EOC"),  like other life and health
        insurers,  from  time to time are  involved  in such  litigation.  Among
        litigations  pending against  Equitable Life, EVLICO and EOC of the type
        referred  to in this  paragraph  are the  litigations  described  in the
following seven paragraphs.                                     

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        An action was instituted on April 6, 1995 against Equitable Life and its
        wholly owned subsidiary,  EOC, in New York state court,  entitled Sidney
        C. Cole, et al. v. The Equitable  Life  Assurance  Society of the United
        States and The Equitable of Colorado,  Inc. The action is brought by the
        holders of a joint  survivorship  whole life policy  issued by EOC.  The
        action purports to be on behalf of a class consisting of all persons who
        from January 1, 1984 purchased life insurance policies sold by Equitable
        Life and EOC based upon allegedly uniform sales presentations and policy
        illustrations.  The  complaint  puts  in  issue  various  alleged  sales
        practices that plaintiffs assert, among other things, misrepresented the
        stated  number of years that the annual  premium  would need to be paid.
        Plaintiffs  seek  damages  in an  unspecified  amount,  imposition  of a
        constructive  trust,  and  seek to  enjoin  Equitable  Life and EOC from
        engaging in the  challenged  sales  practices.  In June 1996,  the Court
        issued a decision and order dismissing with prejudice plaintiffs' causes
        of action for  fraud,  constructive  fraud,  breach of  fiduciary  duty,
        negligence,  and unjust  enrichment,  and dismissing  without  prejudice
        plaintiffs' cause of action under the New York State consumer protection
        statute.  The only remaining causes of action are for breach of contract
        and negligent  misrepresentation.  In April 1997,  plaintiffs noticed an
        appeal from the court's June 1996 order.  Subsequently,  Equitable  Life
        and EOC noticed a cross-appeal  from so much of the June 1996 order that
        denied their motion to dismiss.  Briefing on the appeals is scheduled to
        begin on  February  23,  1998.  In June  1997,  plaintiffs  filed  their
        memorandum  of law and  affidavits  in support of their motion for class
        certification.  That memorandum states that plaintiffs seek to certify a
        class  solely  on their  breach  of  contract  claims,  and not on their
        negligent   misrepresentation  claim.  Plaintiffs'  class  certification
        motion  has been fully  briefed by the  parties  and is sub  judice.  In
        August  1997,   Equitable  Life  and  EOC  moved  for  summary  judgment
        dismissing  plaintiffs'  remaining  claims  of breach  of  contract  and
        negligent  misrepresentation.  Defendants'  summary  judgment motion has
        been fully briefed by the parties. On January 5, 1998,  plaintiffs filed
a note of issue (placing the case on the trial calendar).       

        On May 21,  1996,  an  action  entitled  Elton  F.  Duncan,  III v.  The
        Equitable  Life  Assurance  Society of the United  States was  commenced
        against  Equitable  Life in the Civil  District  Court for the Parish of
        Orleans,  State of Louisiana.  The action  originally  was brought by an
        individual  who  purchased a whole life policy  from  Equitable  Life in
        1989.  In September  1997,  with leave of the court,  plaintiff  filed a
        second amended  petition naming six additional  policyholder  plaintiffs
        and  three  new  sales  agent  defendants.  The  sole  named  individual
        defendant in the  original  petition is also named as a defendant in the
        second  amended  petition.  Plaintiffs  purport  to  represent  a  class
        consisting  of all persons who  purchased  whole life or universal  life
        insurance policies from Equitable Life from January 1, 1981 through July
        22,  1992.   Plaintiffs   allege   improper  sales  practices  based  on
        allegations  of  misrepresentations   concerning  one  or  more  of  the
        following:  the number of years that  premiums  would need to be paid; a
        policy's suitability as an investment vehicle; and the extent to which a
        policy  was  a  proper  replacement  policy.  Plaintiffs  seek  damages,
        including punitive damages,  in an unspecified  amount. In October 1997,
        Equitable  Life filed (i)  exceptions  to the second  amended  petition,
        asserting  deficiencies  in pleading of venue and vagueness;  and (ii) a
        motion to strike  certain  allegations.  On January 23, 1998,  the court
        heard  argument on  Equitable  Life's  exceptions  and motion to strike.
        Those  motions  are sub  judice.  Motion  practice  regarding  discovery
continues.                                                      

        On July 26,  1996,  an action  entitled  Michael  Bradley  v.  Equitable
        Variable Life  Insurance  Company was commenced in New York state court,
        Kings  County.  The action is  brought by the holder of a variable  life
        insurance policy issued by EVLICO. The plaintiff purports to represent a
        class  consisting  of all persons or entities who  purchased one or more
        life  insurance  policies  issued by EVLICO  from  January 1, 1980.  The
        complaint  puts at issue  various  alleged  sales  practices and alleges
        misrepresentations  concerning  the  extent  to which the  policy  was a
        proper  replacement  policy  and the  number  of years  that the  annual
        premium  would  need to be  paid.  Plaintiff  seeks  damages,  including
        punitive  damages,  in an unspecified  amount and also seeks  injunctive
        relief  prohibiting  EVLICO from canceling  policies for failure to make
        premium  payments  beyond the  alleged  stated  number of years that the
        annual  premium would need to be paid.  EVLICO  answered the  complaint,
        denying the material  allegations.  In September  1996,  Equitable Life,
        EVLICO  and EOC made a motion to have this  proceeding  moved from Kings
        County Supreme Court to New York County for joint trial or consolidation
        with the Cole  action.  The  motion  was  denied by the Court in Cole in
        January 1997.  Plaintiff  then moved for  certification  of a nationwide
        class  consisting of all persons or entities who, since January 1, 1980,
        were   sold   one   or   more   life   insurance   products   based   on
        misrepresentations  as to the number of years  that the  annual  premium
        would need to be paid,  and/or who were  allegedly  induced to  purchase
        additional  policies  from EVLICO  using the cash value  accumulated  in
        existing  policies.  Defendants have opposed this motion.  Discovery and
        briefing  regarding  plaintiff's  motion  for  class  certification  are
ongoing.                                                        

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        On  December  12,  1996,  an action  entitled  Robert  E.  Dillon v. The
        Equitable Life Assurance  Society of the United States and The Equitable
        of Colorado,  was commenced in the United States  District Court for the
        Southern District of Florida. The action is brought by an individual who
        purchased a joint whole life policy from EOC in 1988. The complaint puts
        in issue various alleged sales practices and alleges  misrepresentations
        concerning the alleged  impropriety of  replacement  policies  issued by
        Equitable  Life and EOC and  alleged  misrepresentations  regarding  the
        number  of  years  premiums  would  have to be  paid on the  defendants'
        policies.  Plaintiff  alleges  claims  for  breach of  contract,  fraud,
        negligent  misrepresentation,  money had and received, unjust enrichment
        and imposition of a constructive trust.  Plaintiff purports to represent
        two classes of persons.  The first is a "contract class,"  consisting of
        all persons who purchased  whole or universal  life  insurance  policies
        from  Equitable  Life and EOC and from whom  Equitable Life and EOC have
        sought additional payments beyond the number of years allegedly promised
        by Equitable Life and EOC. The second is a "fraud class,"  consisting of
        all persons with an interest in policies  issued by  Equitable  Life and
        EOC at any time since  October 1, 1986.  Plaintiff  seeks  damages in an
        unspecified amount, and also seeks injunctive relief attaching Equitable
        Life's and EOC's  profits from their  alleged  sales  practices.  In May
        1997, plaintiff served a motion for class  certification.  In July 1997,
        the parties  submitted  to the Court a joint  scheduling  report,  joint
        scheduling order and a confidentiality  stipulation and order. The Court
        signed the latter stipulation, and the others remain sub judice. Further
        briefing on plaintiff's class certification motion will await entry of a
        scheduling order and further class  certification  discovery,  which has
        commenced and is on-going.  In January 1998,  the judge  assigned to the
        case recused  himself,  and the case was  reassigned.  Defendants are to
serve their answer in February 1998.                            

        On January 3, 1996, an amended complaint was filed in an action entitled
        Frank Franze Jr. and George  Busher,  individually  and on behalf of all
        others similarly situated v. The Equitable Life Assurance Society of the
        United  States,  and Equitable  Variable  Life  Insurance  Company,  No.
        94-2036 in the United States District Court for the Southern District of
        Florida.  The  action  was  brought  by two  individuals  who  purchased
        variable life insurance policies.  The plaintiffs purport to represent a
        nationwide class  consisting of all persons who purchased  variable life
        insurance  policies from Equitable  Life and EVLICO since  September 30,
        1991. The amended  complaint  alleges that Equitable Life's and EVLICO's
        agents were  trained not to disclose  fully that the product  being sold
        was  life  insurance.   Plaintiffs  allege  violations  of  the  Federal
        securities  laws and seek  rescission of the  contracts or  compensatory
        damages and attorneys' fees and expenses. Equitable Life and EVLICO have
        answered the amended  complaint,  denying the material  allegations  and
        asserting  certain  affirmative  defenses.   Motion  practice  regarding
discovery continues.                                            

        On January 9, 1997, an action entitled Rosemarie Chaviano,  individually
        and on behalf of all others  similarly  situated v. The  Equitable  Life
        Assurance  Society of the United  States,  and  Equitable  Variable Life
        Insurance Company,  was filed in Massachusetts state court making claims
        similar to those in the Franze  action and  alleging  violations  of the
        Massachusetts  securities laws. The plaintiff  purports to represent all
        persons in Massachusetts who purchased variable life insurance contracts
        from Equitable Life and EVLICO from January 9, 1993 to the present.  The
        Massachusetts  action seeks  rescission of the contracts or compensatory
        damages,  attorneys'  fees,  expenses and injunctive  relief.  Plaintiff
        filed an amended  complaint in April 1997. In July 1997,  Equitable Life
        served a motion to dismiss the amended complaint or, in the alternative,
        for summary judgment.  On September 12, 1997,  plaintiff moved for class
        certification.  This motion is  scheduled  for  hearing on February  18,
1998.                                                           

        On September 11, 1997, an action entitled Pamela L. and James A. Luther,
        individually and as  representatives of all people similarly situated v.
        The Equitable Life Assurance Society of the United States, The Equitable
        Companies Incorporated, and Casey Cammack, individually and as agent for
        The  Equitable  Life  Assurance  Society  of the  United  States and The
        Equitable  Companies  Incorporated,  was filed in Texas state court. The
        action was brought by holders of a whole life policy and the beneficiary
        under that policy. Plaintiffs purport to represent a nationwide class of
        persons  having  an  ownership  or  beneficial  interest  in  whole  and
        universal  life policies  issued by Equitable  Life from January 1, 1982
        through  December 31, 1996.  Also  included in the  purported  class are
        persons  having an ownership  interest in variable  annuities  purchased
        from Equitable  Life from January 1, 1992 to the present.  The complaint
        puts  in  issue  the  allegations  that  uniform  sales   presentations,
        illustrations,   and   materials   that   Equitable   Life  agents  used
        misrepresented the stated number of years that premiums would need to be
      paid and misrepresented the extent to which the policies at issue were

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        proper  replacement  policies.  Plaintiffs  seek  compensatory  damages,
        attorneys' fees and expenses.  In October 1997,  Equitable Life served a
        general denial of the allegations  against it. The same day, the Holding
        Company entered a special appearance contesting the court's jurisdiction
        over it. In November  1997,  Equitable  Life filed a plea in  abatement,
        which,  under Texas law, stayed further  proceedings in the case because
        plaintiffs  had not served a demand letter.  Plaintiffs  served a demand
        letter upon  Equitable  Life and the Holding  Company,  the  response to
        which is due 60 days  thereafter.  Although  the  outcome of  litigation
        cannot be predicted with certainty,  particularly in the early stages of
        an  action,  the  Company's   management   believes  that  the  ultimate
        resolution of the Cole, Duncan,  Bradley,  Dillon, Franze,  Chaviano and
        Luther  litigations  should  not have a material  adverse  effect on the
        financial position of the Company.  The Company's management cannot make
        an  estimate  of  loss,  if any,  or  predict  whether  or not any  such
        litigation will have a material adverse effect on the Company's  results
of operations in any particular period.                         

        On September 12, 1997, the United States District Court for the Northern
        District  of Alabama,  Southern  Division,  entered an order  certifying
        James  Brown  as the  representative  of a class  consisting  of  "[a]ll
        African-Americans  who applied but were not hired for, were  discouraged
        from applying for, or would have applied for the position of Sales Agent
        in the absence of the discriminatory practices, and/or procedures in the
        [former]  Southern  Region  of The  Equitable  from May 16,  1987 to the
        present." The second amended  complaint in James W. Brown,  on behalf of
        others similarly situated v. The Equitable Life Assurance Society of the
        United  States,   alleges,  among  other  things,  that  Equitable  Life
        discriminated on the basis of race against  African-American  applicants
        and  potential   applicants  in  hiring  individuals  as  sales  agents.
        Plaintiffs  seek a  declaratory  judgment and  affirmative  and negative
        injunctive relief, including the payment of back-pay,  pension and other
        compensation. Although the outcome of any litigation cannot be predicted
        with  certainty,  the  Company's  management  believes that the ultimate
        resolution of this matter should not have a material  adverse  effect on
        the financial position of the Company.  The Company's  management cannot
        make an estimate of loss, if any, or predict  whether or not such matter
        will  have a  material  adverse  effect  on  the  Company's  results  of
operations in any particular period.                            

        The U.S.  Department of Labor ("DOL") is conducting an  investigation of
        Equitable Life's  management of the Prime Property Fund ("PPF").  PPF is
        an open-end,  commingled real estate separate  account of Equitable Life
        for pension clients.  Equitable Life serves as investment manager in PPF
        and retains  EREIM as advisor.  Equitable  Life agreed to indemnify  the
        purchaser of EREIM (which Equitable Life sold in June 1997) with respect
        to any fines,  penalties and rebates to clients in connection  with this
        investigation. In early 1995, the DOL commenced a national investigation
        of commingled real estate funds with pension  investors,  including PPF.
        The  investigation  appears to be focused  principally  on appraisal and
        valuation  procedures  in respect of fund  properties.  The most  recent
        request from the DOL seems to reflect,  at least in part, an interest in
        the relationship  between the valuations for those properties  reflected
        in  appraisals  prepared  for local  property  tax  proceedings  and the
        valuations used by PPF for other  purposes.  At no time has the DOL made
        any  specific   allegation  that  Equitable  Life  or  EREIM  has  acted
        improperly and Equitable Life and EREIM believe that any such allegation
        would be without  foundation.  While the  outcome of this  investigation
        cannot be predicted with certainty,  the Company's  management  believes
        that the ultimate  resolution  of this matter should not have a material
        adverse effect on the financial  position of the Company.  The Company's
        management  cannot make an estimate of loss, if any, or predict  whether
        or not this  investigation  will have a material  adverse  effect on the
Company's results of operations in any particular period.       

        On July 25, 1995, a Consolidated and Supplemental Class Action Complaint
        ("Complaint")  was filed  against  Alliance  North  American  Government
        Income Trust,  Inc. (the "Fund"),  Alliance and certain other defendants
        affiliated  with  Alliance,  including  the  Holding  Company,  alleging
        violations  of Federal  securities  laws,  fraud and breach of fiduciary
        duty in connection with the Fund's  investments in Mexican and Argentine
        securities.  The Complaint,  which sought  certification  of a plaintiff
        class of persons  who  purchased  or owned Class A, B or C shares of the
        Fund  from  March  27,  1992  through  December  23,  1994,   sought  an
        unspecified  amount of  damages,  costs,  attorneys'  fees and  punitive
        damages.  The principal  allegations  are that the Fund  purchased  debt
        securities  issued by the Mexican and Argentine  governments  in amounts
        that were not  permitted by the Fund's  investment  objective,  and that
        there was no  shareholder  vote to change the  investment  objective  to
        permit purchases in such amounts. The Complaint further alleged that the
        decline in the value of the Mexican and Argentine securities held by the
        Fund  caused the Fund's net asset value to decline to the  detriment  of
        the Fund's  shareholders.  On  September  26,  1996,  the United  States
District Court for the Southern District of                     

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        New York  granted  the  defendants'  motion to dismiss all counts of the
        Complaint ("First  Decision").  On October 11, 1996,  plaintiffs filed a
        motion for reconsideration of the First Decision.  On November 25, 1996,
        the court denied  plaintiffs'  motion for  reconsideration  of the First
        Decision.  On October 29, 1997,  the United  States Court of Appeals for
        the Second Circuit issued an order granting defendants' motion to strike
        and dismissing  plaintiffs' appeal of the First Decision. On October 29,
        1996,  plaintiffs filed a motion for leave to file an amended complaint.
        The principal allegations of the proposed amended complaint are that (i)
        the Fund  failed to hedge  against  the risks of  investing  in  foreign
        securities  despite  representations  that it would do so, (ii) the Fund
        did not properly  disclose that it planned to invest in  mortgage-backed
        derivative  securities  and  (iii) two  advertisements  used by the Fund
        misrepresented the risks of investing in the Fund. On July 15, 1997, the
        District  Court denied  plaintiffs'  motion for leave to file an amended
        complaint  and ordered that the case be dismissed  ("Second  Decision").
        The  plaintiffs  have appealed the Second  Decision to the United States
        Court of Appeals for the Second Circuit.  While the ultimate  outcome of
        this matter cannot be  determined  at this time,  management of Alliance
        does  not  expect  that  it  will  have a  material  adverse  effect  on
Alliance's results of operations or financial condition.        

        On January 26, 1996, a purported purchaser of certain notes and warrants
        to  purchase  shares  of  common  stock of  Rickel  Home  Centers,  Inc.
        ("Rickel") filed a class action complaint  against  Donaldson,  Lufkin &
        Jenrette Securities  Corporation  ("DLJSC") and certain other defendants
        for unspecified  compensatory and punitive damages in the U. S. District
        Court for the  Southern  District  of New York.  The suit was brought on
        behalf of the  purchasers  of 126,457 units  consisting of  $126,457,000
        aggregate  principal amount of 13 1/2% senior notes due 2001 and 126,457
        warrants to purchase  shares of common stock of Rickel  issued by Rickel
        in October 1994. The complaint alleges  violations of federal securities
        laws and common law fraud against DLJSC, as the underwriter of the units
        and as an owner of 7.3% of the  common  stock of Rickel,  Eos  Partners,
        L.P., and General Electric Capital Corporation,  each as owners of 44.2%
        of the common stock of Rickel,  and members of the board of directors of
        Rickel, including a DLJSC managing director. The complaint seeks to hold
        DLJSC liable for alleged  misstatements  and omissions  contained in the
        prospectus  and  registration  statement  filed in  connection  with the
        offering of the units,  alleging that the  defendants  knew of financial
        losses  and a  decline  in value of Rickel  in the  months  prior to the
        offering and did not  disclose  such  information.  The  complaint  also
        alleges that Rickel failed to pay its semi-annual  interest  payment due
        on the units on December  15,  1995,  and that Rickel  filed a voluntary
        petition  for  reorganization  pursuant to Chapter 11 of the  Bankruptcy
        Code on January 10,  1996.  DLJSC  intends to defend  itself  vigorously
        against all of the  allegations  contained  in the  complaint.  Although
        there can be no assurance, DLJ does not believe that the outcome of this
        litigation  will  have  a  material  adverse  effect  on  its  financial
        condition.  Due to the  early  stage  of this  litigation,  based on the
        information  currently  available to it, DLJ's management cannot make an
        estimate of loss, if any, or predict whether or not such litigation will
        have a material  adverse  effect on DLJ's  results of  operations in any
particular period.                                              

        In October  1995,  DLJSC was named as a defendant  in a purported  class
        action  filed in a Texas  State Court on behalf of the holders of $550.0
        million principal amount of subordinated  redeemable discount debentures
        of National  Gypsum  Corporation  ("NGC")  canceled in connection with a
        Chapter 11 plan of reorganization  for NGC consummated in July 1993. The
        named  plaintiff  in the State  Court  action  also  filed an  adversary
        proceeding  in the U.S.  Bankruptcy  Court for the Northern  District of
        Texas  seeking a  declaratory  judgment  that the  confirmed NGC plan of
        reorganization  does not bar the class action claims.  Subsequent to the
        consummation  of NGC's plan of  reorganization,  NGC's shares traded for
        values  substantially  in excess of, and in 1995 NGC was  acquired for a
        value  substantially  in excess of, the values  upon which NGC's plan of
        reorganization   was  based.  The  two  actions  arise  out  of  DLJSC's
        activities as financial advisor to NGC in the course of NGC's Chapter 11
        reorganization proceedings.  The class action complaint alleges that the
        plan of  reorganization  submitted by NGC was based upon  projections by
        NGC and DLJSC which intentionally  understated  forecasts,  and provided
        misleading  and incorrect  information in order to hide NGC's true value
        and that  defendants  breached  their  fiduciary  duties by, among other
        things,   providing  false,  misleading  or  incomplete  information  to
        deliberately  understate  the value of NGC. The class  action  complaint
        seeks  compensatory  and punitive damages  purportedly  sustained by the
class. On October 10, 1997, DLJSC and                           

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        others were named as  defendants  in a new  adversary  proceeding in the
        Bankruptcy Court brought by the NGC Settlement  Trust, an entity created
        by the NGC plan of reorganization to deal with asbestos-related  claims.
        The Trust's  allegations are substantially  similar to the claims in the
        State Court action.  In court papers dated  October 16, 1997,  the State
        Court  plaintiff  indicated  that  he  would  intervene  in the  Trust's
        adversary  proceeding.  On January 21, 1998, the Bankruptcy  Court ruled
        that the State Court plaintiff's  claims were not barred by the NGC plan
        of reorganization  insofar as they alleged nondisclosure of certain cost
        reductions  announced  by NGC in October  1993.  The Texas  State  Court
        action,  which  had  been  removed  to the  Bankruptcy  Court,  has been
        remanded  back to the state  court,  which  remand is being  opposed  by
        DLJSC.  DLJSC  intends to defend  itself  vigorously  against all of the
        allegations  contained  in  the  complaints.  Although  there  can be no
        assurance,  DLJ  does not  believe  that the  ultimate  outcome  of this
        litigation  will  have  a  material  adverse  effect  on  its  financial
        condition.  Due to the early  stage of such  litigation,  based upon the
        information  currently  available to it, DLJ's management cannot make an
        estimate of loss, if any, or predict whether or not such litigation will
        have a material  adverse  effect on DLJ's  results of  operations in any
particular period.                                              

        In November and December 1995, DLJSC,  along with various other parties,
        was named as a defendant in a number of purported class actions filed in
        the U.S.  District  Court for the  Eastern  District of  Louisiana.  The
        complaints allege violations of the federal  securities laws arising out
        of a public  offering in 1994 of $435.0  million of first mortgage notes
        of Harrah's Jazz Company and Harrah's Jazz Finance Corp.  The complaints
        seek  to  hold  DLJSC  liable  for  various  alleged  misstatements  and
        omissions  contained  in the  prospectus  dated  November  9,  1994.  On
        February 26, 1997,  the parties agreed to a settlement of these actions,
        subject to the District Court's approval,  which was granted on July 31,
        1997. The settlement is also subject to approval by the U.S.  Bankruptcy
        Court for the Eastern District of Louisiana of proposed modifications to
        a  confirmed  plan of  reorganization  for  Harrah's  Jazz  Company  and
        Harrah's  Jazz  Finance  Corp.,  and the  satisfaction  or waiver of all
        conditions  to the  effectiveness  of the plan, as provided in the plan.
        There can be no  assurance  of the  Bankruptcy  Court's  approval of the
        modifications to the plan of  reorganization,  or that the conditions to
        the  effectiveness  of the plan  will be  satisfied  or  waived.  In the
        opinion of DLJ's management,  the settlement, if approved, will not have
        a  material  adverse  effect on DLJ's  results of  operations  or on its
consolidated financial condition.                               

        In addition  to the  matters  described  above,  Equitable  Life and its
        subsidiaries  and DLJ and its subsidiaries are involved in various legal
        actions and proceedings in connection with their businesses. Some of the
        actions and  proceedings  have been brought on behalf of various alleged
        classes of  claimants  and certain of these  claimants  seek  damages of
        unspecified  amounts.  While the ultimate outcome of such matters cannot
        be predicted with certainty, in the opinion of management no such matter
        is  likely  to  have  a  material   adverse   effect  on  the  Company's
consolidated financial position or results of operations.       

15)     LEASES                                                                  

        The Company  has  entered  into  operating  leases for office  space and
        certain other assets,  principally data processing  equipment and office
        furniture and  equipment.  Future minimum  payments under  noncancelable
        leases for 1998 and the succeeding  four years are $93.5 million,  $84.4
        million,  $70.2 million, $56.4 million, $47.0 million and $489.3 million
        thereafter.   Minimum   future   sub-lease   rental   income   on  these
        noncancelable  leases  for 1998 and the  succeeding  four years are $7.3
        million,  $5.9 million, $3.8 million, $2.4 million, $.8 million and $2.9
million thereafter.                                             

        At December 31, 1997, the minimum future rental income on  noncancelable
        operating  leases for wholly owned  investments  in real estate for 1997
        and the succeeding four years are $247.0 million, $238.1 million, $218.7
      million, $197.9 million, $169.1 million and $813.0 million thereafter.

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16)     OTHER OPERATING COSTS AND EXPENSES                                      

Other operating costs and expenses consisted of the following:  

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Compensation costs.................................  $       721.5      $      704.8      $      628.4    
Commissions........................................          409.6             329.5             314.3    
Short-term debt interest expense...................           31.7               8.0              11.4    
Long-term debt interest expense....................          121.2             137.3             108.1    
Amortization of policy acquisition costs...........          287.3             405.2             317.8    
Capitalization of policy acquisition costs.........         (508.0)           (391.9)           (391.0)   
Rent expense, net of sub-lease income..............          101.8             113.7             109.3    
Cursitor intangible assets writedown...............          120.9               -                 -      
Other..............................................          917.9             769.1             677.5    
                                                    -----------------  ----------------  -----------------
Total..............................................  $     2,203.9      $    2,075.7      $    1,775.8    
                                                    =================  ================  =================

        During 1997, 1996 and 1995, the Company  restructured certain operations
        in  connection  with  cost  reduction   programs  and  recorded  pre-tax
        provisions  of  $42.4   million,   $24.4  million  and  $32.0   million,
        respectively.  The  amounts  paid  during  1997,  associated  with  cost
        reduction  programs,  totaled $22.8  million.  At December 31, 1997, the
        liabilities  associated with cost reduction  programs  amounted to $62.0
        million.  The 1997 cost  reduction  program  include  costs  related  to
        employee  termination  and exit costs.  The 1996 cost reduction  program
        included  restructuring  costs related to the consolidation of insurance
        operations'  service centers.  The 1995 cost reduction  program included
        relocation expenses,  including the accelerated amortization of building
        improvements   associated  with  the  relocation  of  the  home  office.
        Amortization  of DAC in 1996 included a $145.0  million  writeoff of DAC
related to DI contracts.                                        

17)     INSURANCE GROUP STATUTORY FINANCIAL INFORMATION                         

        Equitable  Life is  restricted as to the amounts it may pay as dividends
        to  the  Holding  Company.   Under  the  New  York  Insurance  Law,  the
        Superintendent  has broad discretion to determine  whether the financial
        condition of a stock life insurance company would support the payment of
        dividends to its  shareholders.  For 1997, 1996 and 1995,  statutory net
        loss  totaled  $351.7  million,   $351.1  million  and  $352.4  million,
        respectively. No amounts are expected to be available for dividends from
Equitable Life to the Holding Company in 1998.                  

        At December 31, 1997, the Insurance  Group,  in accordance  with various
        government  and state  regulations,  had  $19.7  million  of  securities
deposited with such government or state agencies.               

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        Accounting  practices used to prepare statutory financial statements for
        regulatory  filings of stock life insurance  companies differ in certain
        instances  from GAAP.  The following  reconciles  the Insurance  Group's
        statutory change in surplus and capital stock and statutory  surplus and
        capital  stock  determined  in  accordance  with  accounting   practices
        prescribed by the New York  Insurance  Department  with net earnings and
equity on a GAAP basis.                                         

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Net change in statutory surplus and                                                                       
  capital stock....................................  $       203.6      $       56.0      $       78.1    
Change in asset valuation reserves.................          147.1             (48.4)            365.7    
                                                    -----------------  ----------------  -----------------
Net change in statutory surplus, capital stock                                                            
  and asset valuation reserves.....................          350.7               7.6             443.8    
Adjustments:                                                                                              
  Future policy benefits and policyholders'                                                               
    account balances...............................          (31.1)           (298.5)            (66.0)   
  DAC..............................................          220.7             (13.3)             73.2    
  Deferred Federal income taxes....................          103.1             108.0            (158.1)   
  Valuation of investments.........................           46.8             289.8             189.1    
  Valuation of investment subsidiary...............         (555.8)           (117.7)           (188.6)   
  Limited risk reinsurance.........................           82.3              92.5             416.9    
  Issuance of surplus notes........................            -                 -              (538.9)   
  Postretirement benefits..........................           (3.1)             28.9             (26.7)   
  Other, net.......................................           30.3              12.4             115.1    
  GAAP adjustments of Closed Block.................            3.6              (9.8)             15.7    
  GAAP adjustments of discontinued operations......          189.7             (89.6)             37.3    
                                                    -----------------  ----------------  -----------------
Net Earnings of the Insurance Group................  $       437.2      $       10.3      $      312.8    
                                                    =================  ================  =================

                                                        [Enlarge/Download Table]


                                                                         December 31,                       
                                                    --------------------------------------------------------
                                                          1997               1996                1995       
                                                    -----------------   ----------------   -----------------
                                                                         (In Millions)                      
                                                                                                            
Statutory surplus and capital stock................  $     2,462.5       $    2,258.9       $    2,202.9    
Asset valuation reserves...........................        1,444.6            1,297.5            1,345.9    
                                                    -----------------   ----------------   -----------------
Statutory surplus, capital stock and asset                                                                  
  valuation reserves...............................        3,907.1            3,556.4            3,548.8    
Adjustments:                                                                                                
  Future policy benefits and policyholders'                                                                 
    account balances...............................       (1,336.1)          (1,305.0)          (1,006.5)   
  DAC..............................................        3,236.6            3,104.9            3,075.8    
  Deferred Federal income taxes....................         (370.8)            (306.1)            (452.0)   
  Valuation of investments.........................          783.5              286.8              417.7    
  Valuation of investment subsidiary...............       (1,338.6)            (782.8)            (665.1)   
  Limited risk reinsurance.........................         (254.2)            (336.5)            (429.0)   
  Issuance of surplus notes........................         (539.0)            (539.0)            (538.9)   
  Postretirement benefits..........................         (317.5)            (314.4)            (343.3)   
  Other, net.......................................          203.7              126.3                4.4    
  GAAP adjustments of Closed Block.................          814.3              783.7              830.8    
  GAAP adjustments of discontinued operations......           71.5             (190.3)            (184.6)   
                                                    -----------------   ----------------   -----------------
Equity of the Insurance Group......................  $     4,860.5       $    4,084.0       $    4,258.1    
                                                    =================   ================   =================

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18)     BUSINESS SEGMENT INFORMATION                                            

        The Company has two major business  segments:  Insurance  Operations and
        Investment  Services.  Interest  expense related to debt not specific to
        either  business  segment is presented as  Corporate  interest  expense.
Information for all periods is presented on a comparable basis. 

        Insurance  Operations  offers a variety  of  traditional,  variable  and
        interest-sensitive  life insurance products,  disability income, annuity
        products,  mutual fund and other investment  products to individuals and
        small groups and  administers  traditional  participating  group annuity
        contracts with conversion  features,  generally for corporate  qualified
        pension  plans,  and  association   plans  which  provide  full  service
        retirement  programs for individuals  affiliated with  professional  and
        trade   associations.   This  segment  includes  Separate  Accounts  for
individual insurance and annuity products.                      

        Investment  Services provides  investment fund management,  primarily to
        institutional  clients.  This  segment  includes  the  Company's  equity
        interest in DLJ and Separate  Accounts which provide various  investment
  options for group clients through pooled or single group accounts.

        Intersegment  investment  advisory and other fees of approximately $81.9
        million,  $127.5  million and $124.1  million  for 1997,  1996 and 1995,
        respectively,  are included in total revenues of the Investment Services
        segment.  These fees,  excluding  amounts  related to the GIC Segment of
        $5.1 million,  $15.7 million and $14.7 million for 1997,  1996 and 1995,
respectively, are eliminated in consolidation.                  

                                                        [Enlarge/Download Table]


                                                          1997               1996               1995       
                                                    -----------------   ----------------  -----------------
                                                                         (In Millions)                     

                                                                                                           
Revenues                                                                                                   
Insurance operations...............................  $     3,684.2       $    3,770.6      $    3,614.6    
Investment services................................        1,455.1            1,126.1             949.1    
Consolidation/elimination..........................          (19.9)             (24.5)            (34.9)   
                                                    -----------------   ----------------  -----------------
Total..............................................  $     5,119.4       $    4,872.2      $    4,528.8    
                                                    =================   ================  =================

Earnings (loss) from continuing  operations before Federal income taxes,                                   
  minority interest and cumulative effect of accounting change                                             
Insurance operations...............................  $       250.3       $      (36.6)     $      303.1    
Investment services................................          485.7              311.9             224.0    
Consolidation/elimination..........................            -                   .2              (3.1)   
                                                    -----------------   ----------------  -----------------
      Subtotal.....................................          736.0              275.5             524.0    
Corporate interest expense.........................          (65.3)             (66.9)            (27.9)   
                                                    -----------------   ----------------  -----------------
Total..............................................  $       670.7       $      208.6      $      496.1    
                                                    =================   ================  =================

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Assets                                                                                                      
Insurance operations...................................................  $    68,305.9      $    60,464.9   
Investment services....................................................       13,719.8           13,542.5   
Consolidation/elimination..............................................         (403.6)            (399.6)  
                                                                        ----------------   -----------------
Total..................................................................  $    81,622.1      $    73,607.8   
                                                                        ================   =================

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19)     QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)                             

        The quarterly  results of operations  for 1997 and 1996,  are summarized
below:                                                          

                                                        [Enlarge/Download Table]


                                                            Three Months Ended                               
                               ------------------------------------------------------------------------------
                                   March 31           June 30           September 30          December 31    
                               -----------------  -----------------   ------------------   ------------------
                                                               (In Millions)                                 
                                                                                                             
1997                                                                                                         
Total Revenues................  $     1,266.0      $     1,552.8       $    1,279.0         $    1,021.6     
                               =================  =================   ==================   ==================

Earnings from Continuing                                                                                     
  Operations before                                                                                          
  Cumulative Effect                                                                                          
  of Accounting Change........  $       117.4      $       222.5       $      145.1         $       39.4     
                               =================  =================   ==================   ==================

Net Earnings (Loss)...........  $       114.1      $       223.1       $      144.9         $      (44.9)    
                               =================  =================   ==================   ==================

1996                                                                                                         
Total Revenues................  $     1,176.5      $     1,199.4       $    1,198.4         $    1,297.9     
                               =================  =================   ==================   ==================

Earnings (Loss) from                                                                                         
  Continuing Operations                                                                                      
  before Cumulative Effect                                                                                   
  of Accounting Change........  $        94.8      $        87.1       $       93.2         $     (157.9)    
                               =================  =================   ==================   ==================

Net Earnings (Loss)...........  $        71.7      $        87.1       $       93.2         $     (241.7)    
                               =================  =================   ==================   ==================

        Net earnings for the three  months  ended  December 31, 1997  includes a
        charge of $212.0 million related to additions to valuation allowances on
        and   writeoffs   of  real  estate  of  $225.2   million,   and  reserve
        strengthening  on  discontinued  operations of $84.3 million offset by a
        reversal of prior years tax reserves of $97.5 million.  Net earnings for
        the three  months ended  December  31, 1996  includes a charge of $339.3
        million related to writeoffs of DAC on DI contracts of $94.3 million and
        reserve strengthenings on DI business of $113.7 million,  Pension Par of
$47.5 million and Discontinued Operations of $83.8 million.     

20)     INVESTMENT IN DLJ                                                       

        At December  31,  1997,  the  Company's  ownership  of DLJ  interest was
        approximately  34.4%. The Company's  ownership  interest will be further
        reduced  upon  the  issuance  of  common  stock  after  the  vesting  of
        forfeitable  restricted  stock units  acquired by and/or the exercise of
        options  granted to certain DLJ employees.  DLJ  restricted  stock units
        represents  forfeitable  rights to  receive  approximately  5.2  million
shares of DLJ common stock through February 2000.               

        The results of  operations  of DLJ are accounted for on the equity basis
        and  are  included  in  commissions,   fees  and  other  income  in  the
        consolidated statements of earnings. The Company's carrying value of DLJ
        is included in investment in and loans to affiliates in the consolidated
balance sheets.                                                 

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        Summarized  balance  sheets  information  for  DLJ,  reconciled  to  the
Company's carrying value of DLJ, are as follows:                

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Assets:                                                                                                     
Trading account securities, at market value............................  $   16,535.7       $   15,728.1    
Securities purchased under resale agreements...........................      22,628.8           20,598.7    
Broker-dealer related receivables......................................      28,159.3           16,858.8    
Other assets...........................................................       3,182.0            2,318.1    
                                                                        ----------------   -----------------
Total Assets...........................................................  $   70,505.8       $   55,503.7    
                                                                        ================   =================

Liabilities:                                                                                                
Securities sold under repurchase agreements............................  $   36,006.7       $   29,378.3    
Broker-dealer related payables.........................................      25,706.1           19,409.7    
Short-term and long-term debt..........................................       3,670.6            2,704.5    
Other liabilities......................................................       2,860.9            2,164.0    
                                                                        ----------------   -----------------
Total liabilities......................................................      68,244.3           53,656.5    
DLJ's company-obligated mandatorily redeemed preferred                                                      
  securities of subsidiary trust holding solely debentures of DLJ......         200.0              200.0    
Total shareholders' equity.............................................       2,061.5            1,647.2    
                                                                        ----------------   -----------------
Total Liabilities, Cumulative Exchangeable Preferred Stock and                                              
  Shareholders' Equity.................................................  $   70,505.8       $   55,503.7    
                                                                        ================   =================

DLJ's equity as reported...............................................  $    2,061.5       $    1,647.2    
Unamortized cost in excess of net assets acquired in 1985                                                   
  and other adjustments................................................          23.5               23.9    
The Holding Company's equity ownership in DLJ..........................        (740.2)            (590.2)   
Minority interest in DLJ...............................................        (729.3)            (588.6)   
                                                                        ----------------   -----------------
The Company's Carrying Value of DLJ....................................  $      615.5       $      492.3    
                                                                        ================   =================

        Summarized  statements of earnings information for DLJ reconciled to the
Company's equity in earnings of DLJ is as follows:              

                                                        [Enlarge/Download Table]


                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Commission, fees and other income......................................  $    2,356.8       $    1,818.2    
Net investment income..................................................       1,652.1            1,074.2    
Dealer, trading and investment gains, net..............................         631.6              598.4    
                                                                        ----------------   -----------------
Total revenues.........................................................       4,640.5            3,490.8    
Total expenses including income taxes..................................       4,232.3            3,199.5    
                                                                        ----------------   -----------------
Net earnings...........................................................         408.2              291.3    
Dividends on preferred stock...........................................          12.1               18.7    
                                                                        ----------------   -----------------
Earnings Applicable to Common Shares...................................  $      396.1       $      272.6    
                                                                        ================   =================

DLJ's earnings applicable to common shares as reported.................  $      396.1       $      272.6    
Amortization of cost in excess of net assets acquired in 1985..........          (1.3)              (3.1)   
The Holding Company's equity in DLJ's earnings.........................        (156.8)            (107.8)   
Minority interest in DLJ...............................................        (109.1)             (73.4)   
                                                                        ----------------   -----------------
The Company's Equity in DLJ's Earnings.................................  $      128.9       $       88.3    
                                                                        ================   =================

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21)     ACCOUNTING FOR STOCK-BASED COMPENSATION                                 

        The  Holding  Company  sponsors a stock  option  plan for  employees  of
        Equitable  Life.  DLJ and Alliance  each sponsor  their own stock option
        plans for  certain  employees.  The  Company  has elected to continue to
        account for  stock-based  compensation  using the intrinsic value method
        prescribed  in APB No.  25. Had  compensation  expense  for the  Holding
        Company,  DLJ and  Alliance  Stock  Option  Incentive  Plan options been
        determined  based  on SFAS  No.  123's  fair  value  based  method,  the
        Company's  pro forma net  earnings  for 1997,  1996 and 1995  would have
been:                                                           

                                                        [Enlarge/Download Table]


                                                                1997             1996             1995      
                                                           ---------------  ---------------  ---------------
                                                                            (In Millions)                   
                                                                                                            
Net Earnings:                                                                                               
  As Reported.............................................  $      437.2     $      10.3      $      312.8  
  Pro Forma...............................................  $      426.3     $       3.3      $      311.3  

        The fair value of options  granted  after  December 31, 1994,  used as a
        basis for the above pro forma disclosures,  was estimated as of the date
        of grants  using the  Black-Scholes  option  pricing  model.  The option
pricing assumptions for 1997, 1996 and 1995 are as follows:     

                                                        [Enlarge/Download Table]


                          Holding Company                      DLJ                            Alliance              
                   ------------------------------ ------------------------------- ----------------------------------
                     1997      1996       1995      1997       1996       1995      1997        1996        1995    
                   -------------------- --------- ---------- ---------- --------- ---------- ----------- -----------
                                                                                                                    
Dividend yield....    0.48%     0.80%      0.96%      0.86%      1.54%     1.85%      8.00%      8.00%      8.00%   

Expected volatility  20.00%    20.00%     20.00%     33.00%     25.00%    25.00%     26.00%     23.00%     23.00%   

Risk-free interest                                                                                                  
  rate............    5.99%     5.92%      6.83%      5.96%      6.07%     5.86%      5.70%      5.80%      6.00%   

Expected life.....  5 years   5 years    5 years   5 years    5 years   5 years   7.6 years  7.43 years  7.43 years 

Weighted average                                                                                                    
  grant-date fair                                                                                                   
  value per option   $12.25     $6.94      $5.90    $22.45      $9.35     $7.36      $4.36      $2.69      $2.24    


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        A summary of the Holding Company,  DLJ and Alliance's option plans is as
follows:                                                        

                                                        [Enlarge/Download Table]


                                Holding Company                     DLJ                         Alliance           
                          ----------------------------- ----------------------------- -----------------------------
                                            Options                       Options                       Options    
                                          Outstanding                   Outstanding                   Outstanding  
                                            Weighted                      Weighted                     Weighted    
                                            Average                       Average                       Average    
                              Shares        Exercise        Shares        Exercise        Units        Exercise    
                          (In Millions)      Price      (In Millions)      Price      (In Millions)      Price     
                          --------------- ------------- --------------- ------------- -----------------------------
                                                                                                                   
Balance as of                                                                                                      
  January 1, 1995........       6.8           $20.31          -                             3.8          $15.46    
  Granted................        .4           $20.27          9.2         $27.00            1.8          $20.54    
  Exercised..............       (.1)          $20.00          -                             (.5)         $11.20    
  Expired................       (.1)          $20.00          -                             -                      
  Forfeited..............       (.3)          $22.24          -                             (.3)         $16.64    
                          ---------------               -------------                 ---------------              

Balance as of                                                                                                      
  December 31, 1995......       6.7           $20.27          9.2         $27.00            4.8          $17.72    
  Granted................        .7           $24.94          2.1         $32.54             .7          $25.12    
  Exercised..............       (.1)          $19.91          -                             (.4)         $13.64    
  Expired................       -                             -                             -                      
  Forfeited..............       (.6)          $20.21          (.2)        $27.00            (.1)         $19.32    
                          ---------------               -------------                 ---------------              

Balance as of                                                                                                      
  December 31, 1996......       6.7           $20.79         11.1         $28.06            5.0          $19.07    
  Granted................       3.2           $41.85          3.2         $61.07            1.1          $36.56    
  Exercised..............      (1.6)          $20.26          (.1)        $32.03            (.6)         $16.11    
  Forfeited..............       (.4)          $23.43          (.1)        $27.51            (.2)         $21.28    
                          ---------------               -------------                 ---------------              

Balance as of                                                                                                      
  December 31, 1997......       7.9           $29.05         14.1         $35.56            5.3          $22.82    
                          ===============               =============                 ===============              

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        Information  about options  outstanding  and exercisable at December 31,
1997 is as follows:                                             

                                                        [Enlarge/Download Table]


                                     Options Outstanding                           Options Exercisable           
                     ----------------------------------------------------  ------------------------------------  
                                            Weighted                                                             
                                            Average         Weighted                              Weighted       
      Range of             Number          Remaining         Average             Number           Average        
      Exercise          Outstanding       Contractual       Exercise          Exercisable         Exercise       
       Prices          (In Millions)      Life (Years)        Price          (In Millions)         Price         
--------------------- ----------------- ----------------- ---------------  ------------------- ----------------  

       Holding                                                                                                   
       Company                                                                                                   
----------------------                                                                                           
                                                                                                                 
$18.125   -$27.75            4.8               5.84           $20.94              3.0              $20.41        
$28.50    -$45.25            3.1               9.57           $41.84              -                  -           
                      -----------------                                    -------------------                   
$18.125   -$45.25            7.9               7.29           $29.05              3.0              $20.41        
                      ================= ================= ===============  =================== ================  

         DLJ                                                                                                     
----------------------                                                                                           
$27.00    -$35.99           10.9               8.0            $28.05              4.9              $27.58        
$36.00    -$50.99             .8               9.3            $40.04              -                  -           
$51.00    -$76.00            2.4               9.8            $67.77              -                  -           
                      -----------------                                    -------------------                   
$27.00    -$76.00           14.1               8.4            $35.56              4.9              $27.58        
                      ================= ================= ================  =================== =================

      Alliance                                                                                                   
----------------------                                                                                           
$ 6.0625   -$17.75           1.1               3.86           $13.20              1.0              $13.04        
$19.375    -$19.75            .8               7.34           $19.39               .3              $19.39        
$19.875    -$21.375          1.1               8.28           $20.13               .6              $20.19        
$22.25     -$27.50           1.3               9.81           $23.81               .4              $23.29        
$36.9375   -$37.5625         1.0               9.95           $36.95              -                  -           
                      -----------------                                    -------------------                   
$  6.0625  -$37.5625         5.3               7.58           $22.82              2.3              $17.43        
                      ================= ================== ==============  ====================== =============  

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   INCOME MANAGER(R) ACCUMULATOR(SM)
 STATEMENT OF ADDITIONAL INFORMATION

 MAY 1, 1998

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

COMBINATION VARIABLE AND
 FIXED DEFERRED ANNUITY CERTIFICATES
FUNDED THROUGH THE
 INVESTMENT FUNDS OF SEPARATE ACCOUNT NO. 45

                                                        [Enlarge/Download Table]


---------------------------------------------------------------------------------------------------------------
                                                 EQUITY SERIES                                                 
---------------------------------------------------------------------------------------------------------------
                                                                                                               
DOMESTIC EQUITY                     INTERNATIONAL EQUITY                  AGGRESSIVE EQUITY                    
  Alliance Common Stock               Alliance Global                       Alliance Aggressive Stock          
  Alliance Growth & Income            Alliance International                Alliance Small Cap Growth          
  BT Equity 500 Index                 BT International Equity Index         BT Small Company Index             
  EQ/Putnam Growth & Income Value     Morgan Stanley Emerging Markets       MFS Emerging Growth Companies      
  MFS Research                          Equity                              Warburg Pincus Small Company Value 
  Merrill Lynch Basic Value Equity    T. Rowe Price International Stock                                        
  T. Rowe Price Equity Income                                                                                  
---------------------------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]


---------------------------------------------------------------------------------------------------------------
      ASSET ALLOCATION SERIES                              FIXED INCOME SERIES                                 
---------------------------------------------------------------------------------------------------------------
                                                                                                               
  Alliance Conservative Investors   AGGRESSIVE FIXED INCOME               DOMESTIC FIXED INCOME                
  Alliance Growth Investors           Alliance High Yield                   Alliance Intermediate Government   
  EQ/Putnam Balanced                                                          Securities                       
  Merrill Lynch World Strategy                                              Alliance Money Market              
---------------------------------------------------------------------------------------------------------------

ISSUED BY:      
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES     
--------------------------------------------------------------------------------
 Home Office:              1290 Avenue of the Americas, New York, NY 10104
Processing Office:        Post Office Box 1547, Secaucus, NJ 07096-1547 
--------------------------------------------------------------------------------

This statement of additional information (SAI) is not a prospectus. It should be
read in  conjunction  with  the  Separate  Account  No.  45  prospectus  for the
Accumulator,  dated December 31, 1997 and the prospectus supplement dated May 1,
1998. Definitions of special terms used in the SAI are found in the prospectus. 

Copies of the  prospectus and supplement are available free of charge by writing
the Processing Office, by calling  1-800-789-7771,  toll-free,  or by contacting
your agent.                                                                     

--------------------------------------------------------------------------------
 STATEMENT OF ADDITIONAL INFORMATION
 TABLE OF CONTENTS
--------------------------------------------------------------------------------
                                                                            PAGE
--------------------------------------------------------------------------------
 Part    1    Accumulation Unit Values                                       2
--------------------------------------------------------------------------------
 Part    2    Annuity Unit Values                                            2
--------------------------------------------------------------------------------
 Part    3    Custodian and Independent Accountants                          3
--------------------------------------------------------------------------------

Part    4    Alliance Money Market Fund, Alliance Intermediate                
      Government Securities Fund and Alliance High Yield
                 Fund Yield Information                                      3

--------------------------------------------------------------------------------
 Part    5    Long-Term Market Trends                                        4
--------------------------------------------------------------------------------

 Part    6    Financial Statements                                           6
--------------------------------------------------------------------------------

Copyright 1998 The Equitable Life Assurance Society of the United States, 
New York, New York 10104. All rights reserved. Income Manager is a
registered service mark and Accumulator is a service mark of
The Equitable Life Assurance Society of the United States.

(IM-98-ACC1297)                                                                 

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PART 1 -- ACCUMULATION UNIT VALUES                                              

Accumulation  Unit Values are determined at the end of each Valuation Period for
each of the Investment Funds. Other annuity contracts and certificates which may
be offered by us will have their own accumulation unit values for the Investment
Funds which may be different from those for the Accumulator.                    

The  Accumulation  Unit Value for an Investment Fund for any Valuation Period is
equal  to the  Accumulation  Unit  Value  for  the  preceding  Valuation  Period
multiplied  by the Net  Investment  Factor  for  that  Investment  Fund for that
Valuation Period. The NET INVESTMENT FACTOR is:                                 

(a/b) - c                                                           

where:                                                                          

(a)  is the value of the Investment Fund's shares of the corresponding Portfolio
     at the end of the  Valuation  Period  before  giving  effect to any amounts
     allocated  to or  withdrawn  from the  Investment  Fund  for the  Valuation
     Period.  For this purpose,  we use the share value reported to us by HRT or
EQAT, as applicable.                                                  

(b)  is the value of the Investment Fund's shares of the corresponding Portfolio
     at the end of the preceding  Valuation Period (after any amounts  allocated
or withdrawn for that Valuation Period).                              

(c)  is the daily  Separate  Account  mortality  and  expense  risks  charge and
     administration  charge  relating to the  Certificates,  times the number of
     calendar  days in the  Valuation  Period.  These  daily  charges  are at an
effective annual rate not to exceed a total of 1.15%.                 

--------------------------------------------------------------------------------
PART 2 -- ANNUITY UNIT VALUES                                                   

The  annuity  unit  value  for each  Investment  Fund was fixed at $1.00 on each
Fund's  respective  effective date (as shown in the prospectus) for Certificates
with assumed base rates of net  investment  return of both 5% and 3 1/2% a year.
For each Valuation  Period after that date, it is the annuity unit value for the
immediately preceding Valuation Period multiplied by the adjusted Net Investment
Factor  under the  Certificate.  For each  Valuation  Period,  the  adjusted Net
Investment  Factor is equal to the Net Investment Factor reduced for each day in
the Valuation Period by:                                                        

o    .00013366  of the Net  Investment  Factor if the  assumed  base rate of net
investment return is 5% a year; or                                    

o    .00009425  of the Net  Investment  Factor if the  assumed  base rate of net
investment return is 3 1/2%.                                          

Because of this adjustment,  the annuity unit value rises and falls depending on
whether the actual rate of net investment return (after deduction of charges) is
higher or lower than the assumed base rate.                                     

All Certificates have a 5% assumed base rate of net investment return, except in
states where that rate is not permitted.  Annuity  payments  under  Certificates
with an assumed  base rate of 3 1/2% will at first be smaller  than those  under
Certificates   with  a  5%  assumed  base  rate.   Payments  under  the  3  1/2%
Certificates,  however,  will rise more rapidly when unit values are rising, and
payments  will fall more slowly when unit values are falling than those under 5%
Certificates.                                                                   

The amounts of variable annuity payments are determined as follows:             

Payments  normally start on the Business Day specified on your election form, or
on such other future date as specified  therein and are made on a monthly basis.
The first three payments are of equal amounts.  Each of the first three payments
will be based on the  amount  specified  in the  Tables  of  Guaranteed  Annuity
Payments in the Certificate.                                                    

The first  three  payments  depend on the  assumed  base rate of net  investment
return and the form of annuity  chosen  (and any fixed  period).  If the annuity
involved a life  contingency,  the risk class and the age of the annuitants will
affect payments.                                                                

The  amount of the  fourth and each later  payment  will vary  according  to the
investment  performance of the Investment  Funds.  Each monthly  payment will be
calculated by  multiplying  the number of annuity units  credited by the average
annuity unit value for the second calendar month  immediately  preceding the due
date of the  payment.  The number of units is  calculated  by dividing the first
monthly  payment  by the  annuity  unit  value for the  Valuation  Period  which
includes the due date of the first  monthly  payment.  The average  annuity unit
value is the average of the annuity unit values for the Valuation Periods ending
in that month.  Variable  income  annuities  may also be  available  by separate
prospectus through the Investment Funds of other separate accounts we offer.    

Illustration of Changes in Annuity Unit Values                                  

To show how we determine  variable annuity payments from month to month,  assume
that the Annuity Account Value on an Annuity Commencement Date is enough to fund
an annuity  with a monthly  payment of $363 and that the annuity  unit value for
the Valuation  Period that includes the due date of the first annuity payment is
$1.05.  The number of annuity units  credited under the contract would be 345.71
(363 divided by 1.05 = 345.71).                                                 

If the fourth  monthly  payment is due in March,  and the average  annuity  unit
value for January was $1.10,  the                                               

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annuity  payment  for  March  would be the  number of units  (345.71)  times the
average  annuity unit value  ($1.10),  or $380.28.  If the average  annuity unit
value was $1 in  February,  the annuity  payment for April would be 345.71 times
$1, or $345.71.                                                                 

--------------------------------------------------------------------------------
PART 3 -- CUSTODIAN AND INDEPENDENT ACCOUNTANTS                                 

Equitable  Life is the  custodian for shares of each Trust owned by the Separate
Account.                                                                        

The financial  statements of the Separate Account for the periods ended December
31, 1997 and 1996, and the consolidated  financial  statements of Equitable Life
at December 31, 1997 and 1996 and for each of the three years ended December 31,
1997 included in the SAI have been audited by Price Waterhouse LLP.             

The financial  statements of the Separate Account for the periods ended December
31, 1997 and 1996, and the consolidated  financial  statements of Equitable Life
at December 31, 1997 and 1996 and for each of the three years ended December 31,
1997  included  in this SAI have been so  included in reliance on the reports of
Price Waterhouse LLP,  independent  accountants,  given on the authority of such
firm as experts in accounting and auditing.                                     

--------------------------------------------------------------------------------
PART 4 -- ALLIANCE MONEY                                                        
   MARKET FUND, ALLIANCE  INTERMEDIATE  GOVERNMENT  SECURITIES FUND AND ALLIANCE
HIGH YIELD FUND YIELD INFORMATION                                         

Alliance Money Market Fund                                                      

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

Accumulation  Unit Values  reflect all other  accrued  expenses of the  Alliance
Money  Market  Fund but do not  reflect  the  withdrawal  charge,  the  Combined
Guaranteed Minimum Death Benefit and Guaranteed Minimum Income Benefit Charge or
any charges for applicable taxes such as state or local premium taxes. Under the
Special  Dollar Cost  Averaging  program,  Accumulation  Unit Values also do not
reflect the mortality and expense risks charge and the administration charge.   

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

The effective yield is obtained by modifying the current yield to give effect to
the  compounding  nature of the Alliance  Money Market  Fund's  investments,  as
follows:  the  unannualized  adjusted base period return is compounded by adding
one to the adjusted base period return,  raising the sum to a power equal to 365
divided by 7, and subtracting one from the result, i.e., effective yield = (base
period  return + 1)  [superscript:  365/7] - 1. The  Alliance  Money Market Fund
yields will fluctuate  daily.  Accordingly,  yields for any given period are not
necessarily  representative  of  future  results.  In  addition,  the  value  of
Accumulation  Units of the  Alliance  Money Market Fund will  fluctuate  and not
remain constant.                                                                

Alliance Intermediate Government Securities Fund and Alliance High Yield Fund   

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

Accumulation  Unit Values  reflect all other  accrued  expenses of the  Alliance
Intermediate  Government  Securities  or  Alliance  High  Yield  Fund but do not
reflect the withdrawal charge, the Combined Guaranteed Minimum Death Benefit and
Guaranteed  Minimum Income  Benefit  Charge or any charges for applicable  taxes
such as state or local premium taxes.                                           

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

The effective yield is obtained by modifying the current yield to give effect to
the compounding  nature of the Alliance  Intermediate  Government  Securities or
Alliance High Yield Fund's investments,  as follows:  the unannualized  adjusted
base  period  return is  compounded  by adding one to the  adjusted  base period
return,  raising the sum to a power equal to 365 divided by 30, and  subtracting
one  from  the  result,  i.e.,  effective  yield  =  (base  period  return  + 1)
[superscript: 365/30] - 1. The yields for the Alliance Intermediate Government  

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Securities  and Alliance  High Yield Funds will  fluctuate  daily.  Accordingly,
yields  for any  given  period  are not  necessarily  representative  of  future
results.  In  addition,  the  value of the  Accumulation  Units of the  Alliance
Intermediate  Government Securities and Alliance High Yield Funds will fluctuate
and not remain constant.                                                        

Alliance Money Market Fund, Alliance Intermediate Government Securities Fund and
Alliance  High Yield Fund Yield  Information                                    

The yields for the Alliance Money Market Fund, Alliance Intermediate  Government
Securities  Fund and  Alliance  High Yield  Fund  reflect  charges  that are not
normally reflected in the yields of other investments and therefore may be lower
when  compared  with yields of other  investments.  The yields for the  Alliance
Money Market,  Alliance  Intermediate  Government  Securities  and Alliance High
Yield Funds should not be compared to the return on fixed rate investments which
guarantee  rates  of  interest  for  specified  periods,  such as the  Guarantee
Periods.  Nor should the yields be compared to the yields of money  market funds
or government securities funds made available to the general public.            

The seven-day current yield for the Alliance Money Market Fund was 5.07% for the
period ended December 31, 1997. The effective yield for that period was 5.23%.  

The 30-day  current yield for the Alliance  Intermediate  Government  Securities
Fund was 8.19% for the period ended December 31, 1997.  The effective  yield for
that period was 8.51%.                                                          

The 30-day  current  yield for the  Alliance  High Yield Fund was 16.27% for the
period ended December 31, 1997. The effective yield for that period was 17.54%. 

Because the above yields  reflect the  deduction of Separate  Account  expenses,
they are lower than the  corresponding  yield  figures  for the  Alliance  Money
Market,  Alliance  Intermediate  Government  Securities  and Alliance High Yield
Portfolios which reflect only the deduction of HRT-level expenses.              

--------------------------------------------------------------------------------
PART 5 -- LONG-TERM MARKET TRENDS                                               

As a tool for  understanding  how  different  investment  strategies  may affect
long-term  results,  it may be useful to  consider  the  historical  returns  on
different types of assets. The following charts present historical return trends
for various types of securities.  The information presented,  while not directly
related  to  the  performance  of the  Investment  Funds,  helps  to  provide  a
perspective on the potential  returns of different  asset classes over different
periods of time.  By  combining  this  information  with  knowledge  of personal
financial  needs  (e.g.,  the length of time until you  retire,  your  financial
requirements at retirement), you may be able to better determine how you wish to
allocate contributions among the Investment Funds.                              

Historically,   the  long-term  investment  performance  of  common  stocks  has
generally  been superior to that of long- or  short-term  debt  securities.  For
those investors who have many years until retirement,  or whose primary focus is
on long-term growth  potential and protection  against  inflation,  there may be
advantages  to allocating  some or all of their  Annuity  Account Value to those
Investment Funds that invest in stocks.                                         

Growth of $1 Invested on January 1, 1957
(Values are as of last business day)

[THE FOLLOWING DATA WAS REPRESENTED AS A                                        
SHADED AREA GRAPH IN THE TYPESET DOCUMENT:]                                     

Common Stock    Inflation                       
1957                 0.89         1.03                                    
1958                 1.28         1.05                                    
1959                 1.43         1.06                                    
1960                 1.44         1.08                                    
1961                 1.83         1.09                                    
1962                 1.67         1.10                                    
1963                 2.05         1.12                                    
1964                 2.38         1.13                                    
1965                 2.68         1.15                                    
1966                 2.41         1.19                                    
1967                 2.99         1.23                                    
1968                 3.32         1.29                                    
1969                 3.04         1.36                                    
1970                 3.16         1.44                                    
1971                 3.61         1.49                                    
1972                 4.30         1.54                                    
1973                 3.67         1.67                                    
1974                 2.70         1.88                                    
1975                 3.70         2.01                                    
1976                 4.58         2.11                                    
1977                 4.25         2.25                                    
1978                 4.53         2.45                                    
1979                 5.37         2.78                                    
1980                 7.11         3.12                                    
1981                 6.76         3.40                                    
1982                 8.20         3.54                                    
1983                10.05         3.67                                    
1984                10.68         3.81                                    
1985                14.11         3.96                                    
1986                16.72         4.00                                    
1987                17.60         4.18                                    
1988                20.55         4.36                                    
1989                27.03         4.57                                    
1990                26.17         4.85                                    
1991                34.16         4.99                                    
1992                36.78         5.14                                    
1993                40.46         5.28                                    
1994                40.99         5.42                                    
1995                56.33         5.56                                    
1996                69.33         5.74                                    
1997                92.44         5.85                                    

[WHITE AREA = COMMON STOCK]                                                     
[BLACK AREA = INFLATION]                                                        

[END OF GRAPHICALLY REPRESENTED DATA]                                           

Source:  Ibbotson Associates,  Inc. See discussion and information preceding and
following chart.                                                                

Over shorter periods of time, however,  common stocks tend to be subject to more
dramatic changes in value than fixed-income (debt) securities. Investors who are
nearing retirement age, or who have a need to limit short-term risk, may find it
preferable to allocate a smaller  percentage  of their Annuity  Account Value to
those  Investment  Funds  that  invest in common  stocks.  The  following  graph
illustrates the monthly  fluctuations in value of $1 based on monthly returns of
the  Standard & Poor's 500 during  1990,  a year that  represents  more  typical
volatility than 1997.                                                           

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Growth of $1 Invested on January 1, 1990
(Values are as of last business day)

[THE FOLLOWING DATA WAS REPRESENTED AS A BLACK & WHITE LINE GRAPH               
IN THE TYPESET DOCUMENT:]                                                       

Intermediate-Term           
           Govt. Bonds               Common Stocks
1/1/90                      1.00                      1.00                  
Jan.                        0.99                      0.93                  
Feb.                        0.99                      0.94                  
Mar.                        0.99                      0.97                  
Apr.                        0.98                      0.95                  
May                         1.01                      1.04                  
June                        1.02                      1.03                  
July                        1.04                      1.03                  
Aug.                        1.03                      0.93                  
Sep.                        1.04                      0.89                  
Oct.                        1.06                      0.89                  
Nov.                        1.08                      0.94                  
Dec.                        1.10                      0.97                  

[BLACK DOTS = INTERMEDIATE-TERM GOVT. BONDS]                                    
[WHITE DOTS = COMMON STOCKS]                                                    

[END OF GRAPHICALLY REPRESENTED DATA]                                           

Source:  Ibbotson Associates,  Inc. See discussion and information preceding and
following chart.                                                                

The following  chart  illustrates  average  annual rates of return over selected
time periods between December 31, 1926 and December 31, 1997 for different types
of securities:  common stocks,  long-term government bonds,  long-term corporate
bonds,   intermediate-term   government  bonds  and  U.S.  Treasury  Bills.  For
comparison  purposes,  the  Consumer  Price  Index  is  shown  as a  measure  of
inflation.  The  average  annual  returns  shown in the  chart  reflect  capital
appreciation  and  assume  the  reinvestment  of  dividends  and  interest.   No
investment management fees or expenses, and no charges typically associated with
deferred annuity products, are reflected.                                       

The  information  presented is merely a summary of past experience for unmanaged
groups  of  securities  and is  neither  an  estimate  or  guarantee  of  future
performance.  Any  investment in securities,  whether  equity or debt,  involves
varying  degrees of potential  risk, in addition to offering  varying degrees of
potential reward.                                                               

The  rates of  return  illustrated  do not  represent  returns  of the  Separate
Account.  In  addition,  there  is no  assurance  that  the  performance  of the
Investment Funds will correspond to rates of return such as those illustrated in
the chart.                                                                      

                                                        [Enlarge/Download Table]


----------------------------------------------------------------------------------------------------------
                                              MARKET TRENDS:                                              
                                    ILLUSTRATIVE ANNUAL RATES OF RETURN                                   
----------------------------------------------------------------------------------------------------------
                                                         LONG-TERM  INTERMEDIATE-    U.S.                 
FOR THE FOLLOWING PERIODS        COMMON     LONG-TERM    CORPORATE      TERM       TREASURY    CONSUMER   
ENDING 12/31/97:                 STOCKS    GOVT. BONDS     BONDS     GOVT. BONDS     BILLS    PRICE INDEX 
----------------------------------------------------------------------------------------------------------
                                                                                                          
    1 Year                       33.36%      15.85%       12.95%        8.38%        5.26%       1.92%    
    3 Years                      31.15%      14.76%       13.36%        8.93%        5.35%       2.59%    
    5 Years                      20.24%      10.51%        9.22%        6.40%        4.57%       2.64%    
   10 Years                      18.05%      11.32%       10.85%        8.33%        5.44%       3.43%    
   20 Years                      16.65%      10.39%       10.29%        9.51%        7.29%       4.90%    
   30 Years                      12.12%       8.63%        8.86%        8.52%        6.77%       5.34%    
   40 Years                      12.30%       6.71%        7.09%        7.10%        5.85%       4.44%    
   50 Years                      13.12%       5.70%        6.07%        6.04%        4.99%       3.94%    
   60 Years                      12.53%       5.31%        5.54%        5.44%        4.18%       4.11%    
Since 12/31/26                   10.99%       5.19%        5.71%        5.25%        3.77%       3.17%    
Inflation adjusted since 1926     7.58%       1.96%        2.46%        2.02%        0.58%         --     
----------------------------------------------------------------------------------------------------------

SOURCE:  Ibbotson,  Roger G., and Rex A. Sinquefield,  Stocks, Bonds, Bills, and
Inflation  (SBBI),  1982,  updated in Stocks,  Bonds,  Bills and Inflation  1998
Yearbook,(TM) Ibbotson Associates, Inc., Chicago. All rights reserved.          

COMMON  STOCKS (S&P 500) -- Standard and Poor's  Composite  Index,  an unmanaged
weighted  index of the  stock  performance  of 500  industrial,  transportation,
utility and financial companies.                                                

LONG-TERM  GOVERNMENT BONDS -- Measured using a one-bond  portfolio  constructed
each year  containing a bond with  approximately  a  twenty-year  maturity and a
reasonably current coupon.                                                      

LONG-TERM  CORPORATE  BONDS -- For the period  1969 - 1997,  represented  by the
Salomon Brothers Long-Term, High-Grade Corporate Bond Index; for the period 1946
- 1968, the Salomon  Brothers Index was backdated using Salomon Brothers monthly
yield data and a methodology similar to that used by Salomon Brothers for 1969 -
1997;  for the period 1927 - 1945,  the Standard and Poor's  monthly  High-Grade
Corporate  Composite  yield  data were used,  assuming a 4 percent  coupon and a
twenty-year maturity.                                                           

INTERMEDIATE-TERM   GOVERNMENT  BONDS  --  Measured  by  a  one-bond   portfolio
constructed each year containing a bond with approximately a five-year maturity.

U.S. TREASURY BILLS -- Measured by rolling over each month a one-bill  portfolio
containing,  at the  beginning  of each  month,  the bill  having  the  shortest
maturity not less than one month.                                               

INFLATION  --  Measured  by the  Consumer  Price  Index for all Urban  Consumers
(CPI-U), not seasonally adjusted.                                               

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PART 6 -- FINANCIAL STATEMENTS                                                  

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

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

INDEX TO FINANCIAL STATEMENTS                                                   

                                                        [Enlarge/Download Table]
                                                                                                              
Report of Independent Accountants.......................................................................  FS-2
Financial Statements:                                                                                         
      Statements of Assets and Liabilities, December 31, 1997...........................................  FS-3
      Statements of Operations for the Year Ended December 31, 1997.....................................  FS-6
      Statements of Changes in Net Assets for the Years Ended December 31, 1997 and 1996................  FS-9
      Notes to Financial Statements..................................................................... FS-14

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS                                      

                                                        [Enlarge/Download Table]
                                                                                                            
Report of Independent Accountants....................................................................... F-1
Consolidated Financial Statements:                                                                          
   Consolidated Balance Sheets, December 31, 1997 and 1996.............................................. F-2
   Consolidated Statements of Earnings, Years Ended December 31, 1997, 1996 and 1995.................... F-3
   Consolidated Statements of Shareholder's Equity, Years Ended December 31, 1997,                          
     1996 and 1995...................................................................................... F-4
   Consolidated Statements of Cash Flows, Years Ended December 31, 1997, 1996 and 1995.................. F-5
   Notes to Consolidated Financial Statements........................................................... F-6

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 REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of                                                    
The Equitable Life Assurance Society of the United States                       
and Contractowners of Separate Account No. 45                                   
of The Equitable Life Assurance Society of the United States                    

In our opinion,  the  accompanying  statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of the Alliance Money Market Fund,
Alliance  Intermediate  Government Securities Fund, Alliance High Yield Fund, T.
Rowe Price Equity Income Fund,  EQ/Putnam  Growth & Income Value Fund,  Alliance
Growth & Income  Fund,  Alliance  Equity Index Fund,  Merrill  Lynch Basic Value
Equity Fund,  Alliance  Common Stock Fund,  MFS Research Fund,  Alliance  Global
Fund,  Alliance  International  Fund,  T. Rowe Price  International  Stock Fund,
Morgan Stanley  Emerging  Markets Equity Fund,  Alliance  Aggressive Stock Fund,
Warburg  Pincus Small Company Value Fund,  Alliance  Small Cap Growth Fund,  MFS
Emerging Growth Companies Fund, Alliance Conservative  Investors Fund, EQ/Putnam
Balanced Fund,  Alliance Growth  Investors Fund and Merrill Lynch World Strategy
Fund,  separate  investment funds of The Equitable Life Assurance Society of the
United States  ("Equitable  Life") Separate  Account No. 45 at December 31, 1997
and the  results of each of their  operations  and  changes in each of their net
assets  for  the  periods  indicated  in  conformity  with  generally   accepted
accounting  principles.  These financial  statements are the  responsibility  of
Equitable  Life's  management;  our  responsibility  is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
financial  statements in accordance with generally  accepted auditing  standards
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates  made by management  and evaluating the overall
financial  statement  presentation.  We believe that our audits,  which included
confirmation  of shares  owned in The Hudson  River Trust and in The EQ Advisors
Trust at December 31, 1997 with the transfer agent,  provide a reasonable  basis
for the opinion expressed above.                                                

Price Waterhouse LLP                                                            
New York, New York                                                              
February 10, 1998                                                               

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

STATEMENTS OF ASSETS AND LIABILITIES                                            
DECEMBER 31, 1997                                                               

                                                        [Enlarge/Download Table]

                                                                   FIXED INCOME SERIES                                       
                                                   --------------------------------------------                              
                                                                    ALLIANCE                                                 
                                                    ALLIANCE      INTERMEDIATE                                               
                                                     MONEY         GOVERNMENT     ALLIANCE                                   
                                                     MARKET        SECURITIES       HIGH                                     
                                                      FUND            FUND       YIELD FUND                                  
                                                   -----------   -------------  ---------------                              
ASSETS                                                                                                                       
                                                                                                                             
Investments in shares of the Trusts --                                                                                       
  at market value (Note 1)                                                                                                   
       Cost:                 $82,037,124.......... $81,571,923                                                               
                              11,097,635..........               $11,119,574                                                 
                              19,330,287..........                              $18,544,101                                  
 Receivable (payable) for policy-related                                                                                     
   transactions...................................   2,903,327        50,563        662,782                                  
                                                   -----------   -----------   ------------                                  
Total Assets......................................  84,475,250    11,170,137     19,206,883                                  
                                                   -----------   -----------   ------------                                  

LIABILITIES                                                                                                                  
Payable (receivable) for the Trust shares                                                                                    
   purchased......................................   2,910,079        52,140        665,890                                  
Amount retained by Equitable Life in Separate                                                                                
   Account No. 45 (Note 5)........................     206,810        55,747         59,654                                  
                                                   -----------   -----------   ------------                                  
Total Liabilities.................................   3,116,889       107,887        725,544                                  
                                                   -----------   -----------   ------------                                  

NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS........ $81,358,361   $11,062,250    $18,481,339                                  
                                                   ===========   ===========   ============                                  



                                                                                      EQUITY SERIES                          
                                                   --------------------------------------------------------------------------
                                                                                                                  MERRILL    
                                                   T. ROWE PRICE     EQ/PUTNAM                      ALLIANCE       LYNCH     
                                                      EQUITY          GROWTH &       ALLIANCE        EQUITY     BASIC VALUE  
                                                       EQUITY      INCOME VALUE     GROWTH &         INDEX         EQUITY    
                                                    INCOME FUND        FUND         INCOME FUND       FUND          FUND     
                                                   -------------  --------------    -----------   -----------  --------------
ASSETS                                                                                                                       
                                                                                                                             
Investments in shares of the Trusts --                                                                                       
  at market value (Note 1)                                                                                                   
       Cost:                  18,007,458.......... $18,987,864                                                               
                              14,008,930..........                $14,200,058                                                
                              88,651,911..........                                $94,268,289                                
                                  99,286..........                                                $104,008                   
                               9,928,247..........                                                             $9,863,914    
Receivable (payable) for policy-related                                                                                      
   transactions...................................     105,202        186,146         809,151           (8)        34,834    
                                                   -----------    -----------     -----------    ---------     ----------    
Total Assets......................................  19,093,066     14,386,204      95,077,440      104,000      9,898,748    
                                                   -----------    -----------     -----------    ---------     ----------    

LIABILITIES                                                                                                                  
Payable (receivable) for the Trust shares                                                                                    
   purchased......................................     109,104        189,102         829,693           --         36,845    
Amount retained by Equitable Life in Separate                                                                                
   Account No. 45 (Note 5)........................      15,447         11,682         366,973        6,482          7,463    
                                                   -----------    -----------     -----------    ---------     ----------    
Total Liabilities.................................     124,551        200,784       1,196,666        6,482         44,308    
                                                   -----------    -----------     -----------    ---------     ----------    

NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS........ $18,968,515    $14,185,420     $93,880,774    $  97,518     $9,854,440    
                                                   ===========    ===========     ===========    =========     ==========    

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

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

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                
DECEMBER 31, 1997                                                               

                                                        [Enlarge/Download Table]

                                                                              EQUITY SERIES (CONTINUED)                 
                                                            ------------------------------------------------------------

                                                              ALLIANCE                                                  
                                                              COMMON              MFS        ALLIANCE        ALLIANCE   
                                                               STOCK           RESEARCH       GLOBAL       INTERNATIONAL
                                                                FUND             FUND          FUND            FUND     
                                                            ------------    ------------   ------------    -------------
ASSETS                                                                                                                  
                                                                                                                        
Investments in shares of the Trusts --                                                                                  
at market value (Note 1)                                                                                                
Cost:                       $297,090,529................... $320,541,976                                                
                              11,939,823...................                 $11,977,333                                 
                              38,334,848...................                                $38,090,450                  
                              18,748,095...................                                               $16,610,244   
Receivable (payable) for policy-related transactions.......    1,219,096         44,794        646,213         31,494   
                                                            ------------    -----------    -----------    -----------   
Total Assets...............................................  321,761,072     12,022,127     38,736,663     16,641,738   
                                                            ------------    -----------    -----------    -----------   

LIABILITIES                                                                                                             
Payable (receivable) for the Trust shares purchased........    1,275,113         47,322         83,460         68,383   
Amount retained by Equitable Life in Separate                                                                           
   Account No. 45 (Note 5).................................    1,176,309         10,019        143,534         90,013   
                                                            ------------    -----------    -----------    -----------   
Total Liabilities..........................................    2,451,422         57,341        226,994        158,396   
                                                            ------------    -----------    -----------    -----------   

NET ASSETS ATTRIBUTABLE TO CONTRACT  OWNERS................ $319,309,650    $11,964,786    $38,509,669    $16,483,342   
                                                            ============    ===========    ===========    ===========   



                                                                     EQUITY SERIES (CONTINUED)                          
                                                            -----------------------------------------                   
                                                                 T. ROWE     MORGAN                                     
                                                                  PRICE      STANLEY       ALLIANCE                     
                                                              INTERNATIONAL  EMERGING     AGGRESSIVE                    
                                                                  STOCK       MARKETS       STOCK                       
                                                                   FUND     EQUITY FUND      FUND                       
                                                            -------------  -----------  ------------                    
ASSETS                                                                                                                  
                                                                                                                        
Investments in shares of the Trusts --                                                                                  
at market value (Note 1)                                                                                                
Cost:                         13,205,929................... $12,628,951                                                 
                               2,479,420...................                 $2,241,138                                  
                             122,157,062...................                               $118,305,660                  
Receivable (payable) for policy-related transactions.......    (241,260)        14,961          55,012                  
                                                            -----------     ----------    ------------                  
Total Assets...............................................  12,387,691      2,256,099     118,360,672                  
                                                            -----------     ----------    ------------                  

LIABILITIES                                                                                                             
Payable (receivable) for the Trust shares purchased........    (238,550)        15,412          76,530                  
Amount retained by Equitable Life in Separate                                                                           
   Account No. 45 (Note 5).................................       9,534          1,594         456,464                  
                                                            -----------     ----------    ------------                  
Total Liabilities..........................................    (229,016)        17,006         532,994                  
                                                            -----------     ----------    ------------                  

NET ASSETS ATTRIBUTABLE TO CONTRACT  OWNERS................ $12,616,707     $2,239,093    $117,827,678                  
                                                            ===========     ==========    ============                  

-------------------------                                                       
See Notes to Financial Statements.                                              
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THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       
SEPARATE ACCOUNT NO. 45                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONCLUDED)                                
DECEMBER 31, 1997                                                               

                                                        [Enlarge/Download Table]

                                                                         EQUITY SERIES (CONTINUED)               
                                                           -----------------------------------------             
                                                             WARBURG                         MFS                 
                                                             PINCUS         ALLIANCE      EMERGING               
                                                              SMALL         SMALL CAP      GROWTH                
                                                             COMPANY         GROWTH       COMPANIES              
                                                            VALUE FUND        FUND           FUND                
                                                           -----------    -----------    -----------             
ASSETS                                                                                                           
                                                                                                                 
Investments in shares of the Trusts --                                                                           
at market value (Note 1)                                                                                         
Cost:                        $25,096,987.................. $24,796,551                                           
                              16,633,779..................                $16,289,343                            
                              12,205,272..................                               $11,946,078             
Receivable (payable) for policy-related transactions......     208,290        107,600         73,764             
                                                           -----------    -----------    -----------             
Total Assets..............................................  25,004,841     16,396,943     12,019,842             
                                                           -----------    -----------    -----------             

LIABILITIES                                                                                                      
Payable (receivable) for the Trust shares purchased.......     213,483        114,679         76,254             
Amount retained by Equitable Life in Separate                                                                    
   Account No. 45 (Note 5)................................      19,432         54,205          9,228             
                                                           -----------    -----------    -----------             
Total Liabilities.........................................     232,915        168,884         85,482             
                                                           -----------    -----------    -----------             

NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS................ $24,771,926    $16,228,059    $11,934,360             
                                                           ===========    ===========    ===========             


                                                                                 ASSET ALLOCATION SERIES         
                                                           ------------------------------------------------------
                                                                                                         MERRILL 
                                                             ALLIANCE                     ALLIANCE        LYNCH  
                                                           CONSERVATIVE    EQ/PUTNAM       GROWTH         WORLD  
                                                            INVESTORS      BALANCED      INVESTORS       STRATEGY
                                                               FUND          FUND           FUND           FUND  
                                                           ------------   ----------     ----------    ----------
ASSETS                                                                                                           
                                                                                                                 
Investments in shares of the Trusts --                                                                           
at market value (Note 1)                                                                                         
Cost:                         20,991,531.................. $21,474,276                                           
                               5,965,298..................                $6,038,880                             
                              64,675,197..................                              $66,360,908              
                               2,544,176..................                                             $2,415,053
Receivable (payable) for policy-related transactions......     146,316        76,680        120,470         9,748
                                                           -----------    ----------    -----------    ----------
Total Assets..............................................  21,620,592     6,115,560     66,481,378     2,424,801
                                                           -----------    ----------    -----------    ----------

LIABILITIES                                                                                                      
Payable (receivable) for the Trust shares purchased.......     149,280        77,927        132,026        10,238
Amount retained by Equitable Life in Separate                                                                    
   Account No. 45 (Note 5)................................     142,854         4,667        366,318         1,768
                                                           -----------    ----------    -----------    ----------
Total Liabilities.........................................     292,134        82,594        498,344        12,006
                                                           -----------    ----------    -----------    ----------

NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS................ $21,328,458    $6,032,966    $65,983,034    $2,412,795
                                                           ===========    ==========    ===========    ==========

-------------------------                                                       
See Notes to Financial Statements.                                              
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THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       
SEPARATE ACCOUNT NO. 45                                                         

STATEMENTS OF OPERATIONS                                                        
FOR THE YEAR ENDED DECEMBER 31, 1997                                            

                                                        [Enlarge/Download Table]

                                                                      FIXED INCOME SERIES                                   
                                                            --------------------------------------                          
                                                                            ALLIANCE                                        
                                                             ALLIANCE     INTERMEDIATE   ALLIANCE                           
                                                              MONEY        GOVERNMENT      HIGH                             
                                                              MARKET       SECURITIES     YIELD                             
                                                               FUND           FUND        FUND(A)                           
                                                            -----------    ----------   -----------                         
INCOME AND EXPENSES:                                                                                                        
                                                                                                                            
Investment Income (Note 2):                                                                                                 
   Dividends from the Trusts .............................. $ 2,767,636    $ 373,989    $   654,819                         
Expenses (Note 3):                                                                                                          
Asset based charges .......................................     445,521       70,280         53,671                         
                                                            -----------    ---------    -----------                         
NET INVESTMENT INCOME (LOSS) ..............................   2,322,115      303,709        601,148                         
                                                            -----------    ---------    -----------                         

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                                      
   INVESTMENTS (NOTE 2):                                                                                                    
Realized gain (loss) on investments .......................      59,011       12,754         76,963                         
Realized gain distribution from the Trusts ................       5,264           --        706,360                         
                                                            -----------    ---------    -----------                         
   Net Realized Gain (Loss) ...............................      64,275       12,754        783,323                         
                                                            -----------    ---------    -----------                         
Unrealized appreciation (depreciation) on                                                                                   
   investments                                                                                                              
Beginning of period .......................................    (197,899)     (36,715)            --                         
End of period .............................................    (465,201)      21,939       (786,186)                        
                                                            -----------    ---------    -----------                         
Change in unrealized appreciation (depreciation)                                                                            
during the period .........................................    (267,302)      58,654       (786,186)                        
                                                            -----------    ---------    -----------                         

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                                  
   INVESTMENTS ............................................    (203,027)      71,408         (2,863)                        
                                                            -----------    ---------    -----------                         
NET INCREASE IN NET ASSETS RESULTING FROM                                                                                   
   OPERATIONS ............................................. $ 2,119,088    $ 375,117    $   598,285                         
                                                            ===========    =========    ===========                         


                                                                                      EQUITY SERIES                         
                                                            --------------------------------------------------------------- 
                                                             T. ROWE                                             MERRILL    
                                                              PRICE       EQ/PUTNAM     ALLIANCE    ALLIANCE      LYNCH     
                                                              EQUITY       GROWTH &     GROWTH &     EQUITY     BASIC VALUE 
                                                              INCOME        INCOME       INCOME      INDEX        EQUITY    
                                                              FUND(A)       FUND(A)    VALUE FUND   FUND(A)       FUND(A)   
                                                            -----------    --------    ----------   --------    ----------- 
INCOME AND EXPENSES:                                                                                                        
                                                                                                                            
Investment Income (Note 2):                                                                                                 
   Dividends from the Trusts .............................. $  141,756   $    65,607   $    522,395    $    596    $ 49,960 
Expenses (Note 3):                                                                                                          
Asset based charges .......................................     62,938        44,334        617,639         409      29,450 
                                                            ----------   -----------   ------------    --------    -------- 
NET INVESTMENT INCOME (LOSS) ..............................     78,818        21,273        (95,244)        187      20,510 
                                                            ----------   -----------   ------------    --------    -------- 

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                                      
   INVESTMENTS (NOTE 2):                                                                                                    
Realized gain (loss) on investments .......................      2,121           963        707,686       1,022         711 
Realized gain distribution from the Trusts ................     52,414        53,683      5,306,878         370      47,068 
                                                            ----------   -----------   ------------    --------    -------- 
   Net Realized Gain (Loss) ...............................     54,535        54,646      6,014,564       1,392      47,779 
                                                            ----------   -----------   ------------    --------    -------- 
Unrealized appreciation (depreciation) on                                                                                   
   investments                                                                                                              
Beginning of period .......................................         --            --        764,236          --          -- 
End of period .............................................    980,406       191,128      5,616,378       4,722     (64,333)
                                                            ----------   -----------   ------------    --------    -------- 
Change in unrealized appreciation (depreciation)                                                                            
during the period .........................................    980,406       191,128      4,852,142       4,722     (64,333)
                                                            ----------   -----------   ------------    --------    -------- 

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                                  
   INVESTMENTS ............................................  1,034,941       245,774     10,866,706       6,114     (16,554)
                                                            ----------   -----------   ------------    --------    -------- 
NET INCREASE IN NET ASSETS RESULTING FROM                                                                                   
   OPERATIONS ............................................. $1,113,759   $   267,047   $ 10,771,462    $  6,301    $  3,956 
                                                            ==========   ===========   ============    ========    ======== 

-------------------------                                                       
(a) Commenced operations on May 1, 1997.                                        

See Notes to Financial Statements.                                              

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

STATEMENTS OF OPERATIONS (CONTINUED)                                            
FOR THE YEAR ENDED DECEMBER 31, 1997                                            

                                                        [Enlarge/Download Table]

                                                                        EQUITY SERIES (CONTINUED)                
                                                        ---------------------------------------------------------

                                                           ALLIANCE                                  ALLIANCE    
                                                            COMMON          MFS      ALLIANCE         INTER-     
                                                             STOCK       RESEARCH     GLOBAL         NATIONAL    
                                                             FUND         FUND(A)      FUND            FUND      
                                                        ------------    ----------  ------------  -----------    
INCOME AND EXPENSES:                                                                                             
                                                                                                                 
Investment Income (Note 2):                                                                                      
   Dividends from the Trusts .........................   $ 1,007,250    $ 25,364    $  662,565    $   454,446    
Expenses (Note 3):                                                                                               
Asset based charges ..................................     2,216,874      40,703       334,193        165,980    
                                                         -----------    --------    ----------    -----------    
NET INVESTMENT INCOME (LOSS) .........................    (1,209,624)    (15,339)      328,372        288,466    
                                                         -----------    --------    ----------    -----------    

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                           
   INVESTMENTS (NOTE 2):                                                                                         
Realized gain (loss) on investments ..................     3,442,671       1,227       423,327        259,996    
Realized gain distribution from the Trusts ...........    23,990,653     100,696     2,414,538        833,830    
                                                         -----------    --------    ----------    -----------    
   Net Realized Gain (Loss) ..........................    27,433,324     101,923     2,837,865      1,093,826    
Unrealized appreciation (depreciation) on investments:                                                           
Beginning of period ..................................     1,356,454          --       199,484         31,388    
End of period ........................................    23,451,447      37,510      (244,398)    (2,137,851)   
                                                         -----------    --------    ----------    -----------    
Change in unrealized appreciation (depreciation)                                                                 
   during the period .................................    22,094,993      37,510      (443,882)    (2,169,239)   
                                                         -----------    --------    ----------    -----------    

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                       
   INVESTMENTS .......................................    49,528,317     139,433     2,393,983     (1,075,413)   
                                                         -----------    --------    ----------    -----------    
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                             
   OPERATIONS ........................................   $48,318,693    $124,094    $2,722,355    $  (786,947)   
                                                         ===========    ========    ==========    ===========    


                                                               EQUITY SERIES (CONTINUED)                         
                                                        -------------------------------------                    
                                                          T. ROWE     MORGAN                                     
                                                           PRICE      STANLEY                                    
                                                           INTER-    EMERGING      ALLIANCE                      
                                                          NATIONAL    MARKETS     AGGRESSIVE                     
                                                           STOCK      EQUITY        STOCK                        
                                                          FUND(A)     FUND(B)        FUND                        
                                                        ----------   ---------   ------------                    
INCOME AND EXPENSES:                                                                                             
                                                                                                                 
Investment Income (Note 2):                                                                                      
   Dividends from the Trusts .........................  $   1,646    $   6,387    $   105,375                    
Expenses (Note 3):                                                                                               
Asset based charges ..................................     47,444        5,153        985,564                    
                                                        ---------    ---------    -----------                    
NET INVESTMENT INCOME (LOSS) .........................    (45,798)       1,234       (880,189)                   
                                                        ---------    ---------    -----------                    

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                           
   INVESTMENTS (NOTE 2):                                                                                         
Realized gain (loss) on investments ..................    (53,503)     (26,406)        61,253                    
Realized gain distribution from the Trusts ...........         --           --      9,818,273                    
                                                        ---------    ---------    -----------                    
   Net Realized Gain (Loss) ..........................    (53,503)     (26,406)     9,879,526                    
Unrealized appreciation (depreciation) on investments:                                                           
Beginning of period ..................................         --           --     (2,165,186)                   
End of period ........................................   (576,978)    (238,282)    (3,851,402)                   
                                                        ---------    ---------    -----------                    
Change in unrealized appreciation (depreciation)                                                                 
   during the period .................................   (576,978)    (238,282)    (1,686,216)                   
                                                        ---------    ---------    -----------                    

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                       
   INVESTMENTS .......................................   (630,481)    (264,688)     8,193,310                    
                                                        ---------    ---------    -----------                    
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                             
   OPERATIONS ........................................  $(676,279)   $(263,454)   $ 7,313,121                    
                                                        =========    =========    ===========                    

-------------------------                                                       
(a) Commenced operations on May 1, 1997.                                        

(b) Commenced operations on November 20, 1997.                                  

See Notes to Financial Statements.                                              

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

STATEMENTS OF OPERATIONS (CONCLUDED)                                            
FOR THE YEAR ENDED DECEMBER 31, 1997                                            

                                                        [Enlarge/Download Table]

                                                               EQUITY SERIES (CONTINUED)                   
                                                        -------------------------------------              
                                                          WARBURG                                          
                                                           PINCUS                     MFS                  
                                                           SMALL       ALLIANCE     EMERGING               
                                                          COMPANY      SMALL CAP     GROWTH                
                                                           VALUE        GROWTH     COMPANIES               
                                                          FUND(A)       FUND(A)      FUND(A)               
                                                        ---------    ----------   -----------              
INCOME AND EXPENSES:                                                                                       
                                                                                                           
Investment Income (Note 2):                                                                                
   Dividends from the Trusts .........................  $  21,393    $     773    $  22,515                
Expenses (Note 3):                                                                                         
Asset based charges ..................................     85,830       50,629       38,336                
                                                        ---------    ---------    ---------                
NET INVESTMENT INCOME (LOSS) .........................    (64,437)     (49,856)     (15,821)               
                                                        ---------    ---------    ---------                

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                     
   INVESTMENTS (NOTE 2):                                                                                   
Realized gain (loss) on investments ..................    228,992       62,796       52,672                
Realized gain distribution from the Trusts ...........    109,076      377,750      274,537                
                                                        ---------    ---------    ---------                
   Net Realized Gain (Loss) ..........................    338,068      440,546      327,209                
                                                                     ---------    ---------                

Unrealized appreciation (depreciation) on investments:                                                     
Beginning of period ..................................         --           --           --                
End of period ........................................   (300,436)    (344,436)    (259,194)               
                                                        ---------    ---------    ---------                
Change in unrealized appreciation (depreciation)                                                           
   during the period .................................   (300,436)    (344,436)    (259,194)               
                                                        ---------    ---------    ---------                

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                 
   INVESTMENTS .......................................     37,632       96,110       68,015                
                                                        ---------    ---------    ---------                
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                       
   OPERATIONS ........................................  $ (26,805)   $  46,254    $  52,194                
                                                        =========    =========    =========                


                                                                      ASSET ALLOCATION SERIES              
                                                        ---------------------------------------------------

                                                                                                  MERRILL  
                                                          ALLIANCE                  ALLIANCE       LYNCH   
                                                        CONSERVATIVE  EQ/PUTNAM      GROWTH        WORLD   
                                                         INVESTORS    BALANCED      INVESTORS     STRATEGY 
                                                            FUND       FUND(A)        FUND         FUND(A) 
                                                        ----------   ----------    -----------   ----------
INCOME AND EXPENSES:                                                                                       
                                                                                                           
Investment Income (Note 2):                                                                                
   Dividends from the Trusts .........................   $  647,522   $  69,781    $ 1,260,100    $ 10,682 
Expenses (Note 3):                                                                                         
Asset based charges ..................................      165,768      18,233        523,559       7,708 
                                                         ----------   ---------    -----------    -------- 
NET INVESTMENT INCOME (LOSS) .........................      481,754      51,548        736,541       2,974 
                                                         ----------   ---------    -----------    -------- 

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                     
   INVESTMENTS (NOTE 2):                                                                                   
Realized gain (loss) on investments ..................       49,147      (1,203)       187,731        (109)
Realized gain distribution from the Trusts ...........      638,548      46,731      3,432,867      24,328 
                                                         ----------   ---------    -----------    -------- 
   Net Realized Gain (Loss) ..........................      687,695      45,528      3,620,598      24,219 
                                                         ----------   ---------    -----------    -------- 

Unrealized appreciation (depreciation) on investments:                                                     
Beginning of period ..................................        4,651          --       (158,777)         -- 
End of period ........................................      482,745      73,582      1,685,711    (129,123)
                                                         ----------   ---------    -----------    -------- 
Change in unrealized appreciation (depreciation)                                                           
   during the period .................................      478,094      73,582      1,844,488    (129,123)
                                                         ----------   ---------    -----------    -------- 

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                 
   INVESTMENTS .......................................    1,165,789     119,110      5,465,086    (104,904)
                                                         ----------   ---------    -----------    -------- 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                       
   OPERATIONS ........................................   $1,647,543   $ 170,658    $ 6,201,627   $(101,930)
                                                         ==========   =========    ===========    =========

-------------------------                                                       
(a) Commenced operations on May 1, 1997.                                        

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS                                             
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                      FIXED INCOME SERIES:                 
                                                              ----------------------------------           

                                                                          ALLIANCE                         
                                                                     MONEY MARKET FUND                     
                                                              ------------------------------               
                                                                   1997            1996                    
                                                              -------------    -------------               

INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
                                                                                                           
   Net investment income ...................................  $   2,322,115    $     791,163               
   Net realized gain (loss) ................................         64,275           19,803               
   Change in unrealized appreciation /(depreciation)                                                       
      of investments .......................................       (267,302)        (165,897)              
                                                              -------------    -------------               

   Net increase in net assets from operations ..............      2,119,088          645,069               
                                                              -------------    -------------               
FROM CONTRACT OWNERS TRANSACTIONS:                                                                         
   Contributions and Transfers:                                                                            
      Contributions ........................................    137,532,670       95,681,367               
      Transfers from other Funds and Guaranteed Interest                                                   
         Account (Note 1) ..................................     55,819,439       19,687,669               
                                                              -------------    -------------               

         Total .............................................    193,352,109      115,369,036               
                                                              -------------    -------------               
      Benefit & other policy transaction ...................      1,577,365          198,356               
   Withdrawals and Transfers:                                                                              
      Withdrawal and administrative charges ................        618,083          514,843               
      Transfers to other Funds and Guaranteed Interest Rate                                                
         Account (Note 1) ..................................    144,167,408       87,121,388               
                                                              -------------    -------------               

         Total .............................................    146,362,856       87,834,587               
                                                              -------------    -------------               

   Net increase in net assets from Contract Owner                                                          
       transactions ........................................     46,989,253       27,534,449               
                                                              -------------    -------------               

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE                                               
   IN SEPARATE ACCOUNT 45 (NOTE 5) .........................        (46,770)         (17,582)              
                                                              -------------    -------------               
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                     
   CONTRACT OWNERS .........................................     49,061,571       28,161,936               
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                            
   CONTRACT OWNERS .........................................     32,296,790        4,134,854               
                                                              -------------    -------------               

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                  
   CONTRACT OWNERS .........................................  $  81,358,361    $  32,296,790               
                                                              =============    =============               


                                                                          FIXED INCOME SERIES:             
                                                              -------------------------------------------- 
                                                                                                ALLIANCE   
                                                                 ALLIANCE INTERMEDIATE         HIGH YIELD  
                                                               GOVERNMENT SECURITIES FUND        FUND(A)   
                                                              ----------------------------    ------------ 
                                                                  1997             1996            1997    
                                                              ------------    ------------    ------------ 

INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
                                                                                                           
   Net investment income ...................................  $    303,709    $    138,808    $    601,148 
   Net realized gain (loss) ................................        12,754         (21,067)        783,323 
   Change in unrealized appreciation /(depreciation)                                                       
      of investments .......................................        58,654         (41,524)       (786,186)
                                                              ------------    ------------    ------------ 

   Net increase in net assets from operations ..............       375,117          76,217         598,285 
                                                              ------------    ------------    ------------ 
FROM CONTRACT OWNERS TRANSACTIONS:                                                                         
   Contributions and Transfers:                                                                            
      Contributions ........................................     5,416,131       1,798,660      13,779,925 
      Transfers from other Funds and Guaranteed Interest                                                   
         Account (Note 1) ..................................     3,270,944       8,533,013      22,095,921 
                                                              ------------    ------------    ------------ 

         Total .............................................     8,687,075      10,331,673      35,875,846 
                                                              ------------    ------------    ------------ 
      Benefit & other policy transaction ...................       189,517          15,968         161,257 
   Withdrawals and Transfers:                                                                              
      Withdrawal and administrative charges ................       128,377          77,637          45,545 
      Transfers to other Funds and Guaranteed Interest Rate                                                
         Account (Note 1) ..................................     1,145,902       8,982,626      17,780,088 
                                                              ------------    ------------    ------------ 

         Total .............................................     1,463,796       9,076,231      17,986,890 
                                                              ------------    ------------    ------------ 

   Net increase in net assets from Contract Owner                                                          
       transactions ........................................     7,223,279       1,255,442      17,888,956 
                                                              ------------    ------------    ------------ 

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE                                               
   IN SEPARATE ACCOUNT NO. 45 (NOTE 5) .....................       (12,130)         (6,709)         (5,902)
                                                              ------------    ------------    ------------ 
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                     
   CONTRACT OWNERS .........................................     7,586,266       1,324,950      18,481,339 
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                            
   CONTRACT OWNERS .........................................     3,475,984       2,151,034              -- 
                                                              ------------    ------------    ------------ 

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                  
   CONTRACT OWNERS .........................................  $ 11,062,250    $  3,475,984    $ 18,481,339 
                                                              ============    ============    ============ 

-------------------------                                                       
(a) Commenced operations on May 1, 1997.                                        

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                          EQUITY SERIES:                                    
                                                                 ------------------------------                             

                                                                   T. ROWE         EQ/PUTNAM                                
                                                                 PRICE EQUITY       GROWTH &                                
                                                                    INCOME        INCOME VALUE                              
                                                                    FUND(A)         FUND(A)                                 
                                                                 --------------  --------------                             
                                                                      1997            1997                                  
                                                                 --------------  --------------                             

INCREASE (DECREASE) IN NET ASSETS:                                                                                          
FROM OPERATIONS:                                                                                                            
                                                                                                                            
   Net investment income (loss) ...............................  $     78,818    $     21,273                               
   Net realized gain (loss) ...................................        54,535          54,646                               
   Change in unrealized appreciation / (depreciation)                                                                       
      of investments ..........................................       980,406         191,128                               
                                                                 ------------    ------------                               

   Net increase in net assets from operations .................     1,113,759         267,047                               
                                                                 ------------    ------------                               
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                          
   Contributions and Transfers:                                                                                             
      Contributions ...........................................    13,813,772      10,975,199                               
      Transfers from other Funds and Guaranteed                                                                             
         Interest Account (Note 1) ............................     4,356,204       3,217,543                               
                                                                 ------------    ------------                               

         Total ................................................    18,169,976      14,192,742                               
                                                                 ------------    ------------                               
      Benefit & other policy transaction ......................        86,052          58,925                               
   Withdrawals and Transfers:                                                                                               
      Withdrawal and administrative charges ...................        40,797          32,578                               
      Transfers to other Funds and Guaranteed Interest                                                                      
         Rate Account (Note 1) ................................       183,349         180,506                               
                                                                 ------------    ------------                               
         Total ................................................       310,198         272,009                               
                                                                 ------------    ------------                               

   Net increase in net assets from Contract Owner                                                                           
      transactions ............................................    17,859,778      13,920,733                               
                                                                 ------------    ------------                               

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                             
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................        (5,022)         (2,360)                              
                                                                 ------------    ------------                               
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                      
   CONTRACT OWNERS ............................................    18,968,515      14,185,420                               
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                             
   CONTRACT OWNERS ............................................            --              --                               
                                                                 ------------    ------------                               

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                   
   CONTRACT OWNERS ............................................  $ 18,968,515    $ 14,185,420                               
                                                                 ============    ============                               


                                                                                       EQUITY SERIES:                       
                                                                 -----------------------------------------------------------

                                                                                                ALLIANCE                    
                                                                           ALLIANCE              EQUITY       MERRILL LYNCH 
                                                                        GROWTH & INCOME           INDEX        BASIC VALUE  
                                                                             FUND                FUND(A)     EQUITY FUND(A) 
                                                                 ---------------------------   ----------    ---------------
                                                                      1997          1996          1997            1997      
                                                                 ------------   ------------   ----------    ---------------

INCREASE (DECREASE) IN NET ASSETS:                                                                                          
FROM OPERATIONS:                                                                                                            
                                                                                                                            
   Net investment income (loss) ...............................  $    (95,244)   $     64,283    $    187    $     20,510   
   Net realized gain (loss) ...................................     6,014,564         693,777       1,392          47,779   
   Change in unrealized appreciation / (depreciation)                                                                       
      of investments ..........................................     4,852,142         698,407       4,722         (64,333)  
                                                                 ------------    ------------    --------    ------------   

   Net increase in net assets from operations .................    10,771,462       1,456,467       6,301           3,956   
                                                                 ------------    ------------    --------    ------------   
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                          
   Contributions and Transfers:                                                                                             
      Contributions ...........................................    58,696,016       6,251,620      77,031       8,075,199   
      Transfers from other Funds and Guaranteed                                                                             
         Interest Account (Note 1) ............................    16,269,895       6,040,990      15,328       1,941,071   
                                                                 ------------    ------------    --------    ------------   

         Total ................................................    74,965,911      12,292,610      92,359      10,016,270   
                                                                 ------------    ------------    --------    ------------   
      Benefit & other policy transaction ......................     1,455,357         130,199          --           9,691   
   Withdrawals and Transfers:                                                                                               
      Withdrawal and administrative charges ...................       425,279          31,991          --          17,792   
      Transfers to other Funds and Guaranteed Interest                                                                      
         Rate Account (Note 1) ................................     4,907,606         342,494          --         137,464   
                                                                 ------------    ------------    --------    ------------   
         Total ................................................     6,788,242         504,684          --         164,947   
                                                                 ------------    ------------    --------    ------------   

   Net increase in net assets from Contract Owner                                                                           
      transactions ............................................    68,177,669      11,787,926      92,359       9,851,323   
                                                                 ------------    ------------    --------    ------------   

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                             
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................       (94,285)        (27,565)     (1,142            (839)  
                                                                 ------------    ------------    --------    ------------   
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                      
   CONTRACT OWNERS ............................................    78,854,846      13,216,828      97,518       9,854,440   
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                             
   CONTRACT OWNERS ............................................    15,025,928       1,809,100          --              --   
                                                                 ------------    ------------    --------    ------------   

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                   
   CONTRACT OWNERS ............................................  $ 93,880,774    $ 15,025,928    $ 97,518    $  9,854,440   
                                                                 ============    ============    ========    ============   

-------------------------                                                       
(a)  Commenced operations on  May 1, 1997.                                      

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                              EQUITY SERIES (CONTINUED):                     
                                                                  ------------------------------------------------           
                                                                                                      MFS                    
                                                                             ALLIANCE              RESEARCH                  
                                                                        COMMON STOCK FUND           FUND(A)                  
                                                                  ----------------------------    ------------               
                                                                      1997            1996              1997                 
                                                                  ------------    ------------    ------------               

INCREASE (DECREASE) IN NET ASSETS:                                                                                           
FROM OPERATIONS:                                                                                                             
                                                                                                                             
   Net investment income (loss) ...............................  $  (1,209,624)   $    (42,865)   $    (15,339)              
   Net realized gain (loss) ...................................     27,433,324       6,011,054         101,923               
   Change in unrealized appreciation / (depreciation)                                                                        
      of investments ..........................................     22,094,993       1,504,011          37,510               
                                                                 -------------    ------------    ------------               

   Net increase (decrease) in net assets from operations ......     48,318,693       7,472,200         124,094               
                                                                 -------------    ------------    ------------               
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                           
   Contributions and Transfers:                                                                                              
      Contributions ...........................................    175,880,351      36,558,323       9,502,168               
      Transfers from other Funds and Guaranteed                                                                              
         Interest Account (Note 1) ............................     61,077,537      34,378,499       2,602,553               
                                                                 -------------    ------------    ------------               

         Total ................................................    236,957,888      70,936,822      12,104,721               
                                                                 -------------    ------------    ------------               
      Benefit & other policy transaction ......................      4,271,079         427,323          28,630               
   Withdrawals and Transfers:                                                                                                
      Withdrawal and administrative charges ...................      1,459,175         290,642          23,738               
      Transfers to other Funds and Guaranteed Interest                                                                       
         Rate Account (Note 1) ................................     35,438,036       8,933,676         209,610               
                                                                 -------------    ------------    ------------               
         Total ................................................     41,168,290       9,651,641         261,978               
                                                                 -------------    ------------    ------------               

   Net increase in net assets from Contract Owner                                                                            
      transactions ............................................    195,789,598      61,285,181      11,842,743               
                                                                 -------------    ------------    ------------               

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                              
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................       (305,436)        (85,006)         (2,051)              
                                                                 -------------    ------------    ------------               
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                       
   CONTRACT OWNERS ............................................    243,802,855      68,672,375      11,964,786               
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                              
   CONTRACT OWNERS ............................................     75,506,795       6,834,420              --               
                                                                 -------------    ------------    ------------               

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                    
   CONTRACT OWNERS ............................................  $ 319,309,650    $ 75,506,795    $ 11,964,786               
                                                                 =============    ============    ============               


                                                                                   EQUITY SERIES (CONTINUED):                
                                                                 ------------------------------------------------------------

                                                                           ALLIANCE                         ALLIANCE         
                                                                         GLOBAL FUND                  INTERNATIONAL FUND     
                                                                 ----------------------------    ----------------------------
                                                                      1997           1996            1997             1996   
                                                                 ------------    ------------    ------------    ------------

INCREASE (DECREASE) IN NET ASSETS:                                                                                           
FROM OPERATIONS:                                                                                                             
                                                                                                                             
   Net investment income (loss) ...............................  $    328,372    $     88,313    $    288,466    $    53,333 
   Net realized gain (loss) ...................................     2,837,865         543,216       1,093,826        234,294 
   Change in unrealized appreciation / (depreciation)                                                                        
      of investments ..........................................      (443,882)        184,372      (2,169,239)        16,354 
                                                                 ------------    ------------    ------------    ----------- 

   Net increase (decrease) in net assets from operations ......     2,722,355         815,901        (786,947)       303,981 
                                                                 ------------    ------------    ------------    ----------- 
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                           
   Contributions and Transfers:                                                                                              
      Contributions ...........................................    20,384,580       9,199,245       9,574,522      3,782,377 
      Transfers from other Funds and Guaranteed                                                                              
         Interest Account (Note 1) ............................     7,792,945       6,255,073      18,180,472      5,791,839 
                                                                 ------------    ------------    ------------    ----------- 

         Total ................................................    28,177,525      15,454,318      27,754,994      9,574,216 
                                                                 ------------    ------------    ------------    ----------- 
      Benefit & other policy transaction ......................       621,118          70,774         341,327         38,451 
   Withdrawals and Transfers:                                                                                                
   Withdrawal and administrative charges ......................       155,169          36,757          97,083         75,353 
      Transfers to other Funds and Guaranteed Interest                                                                       
         Rate Account (Note 1) ................................     6,961,429       1,836,433      18,593,662      1,979,003 
                                                                 ------------    ------------    ------------    ----------- 
         Total ................................................     7,737,716       1,943,964      19,032,072      2,092,807 
                                                                 ------------    ------------    ------------    ----------- 

   Net increase in net assets from Contract Owner                                                                            
      transactions ............................................    20,439,809      13,510,354       8,722,922      7,481,409 
                                                                 ------------    ------------    ------------    ----------- 

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                              
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................       (28,799)        (18,054)        (36,637)       (11,874)
                                                                 ------------    ------------    ------------    ----------- 
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                       
   CONTRACT OWNERS ............................................    23,133,365      14,308,201       7,899,338      7,773,516 
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                              
   CONTRACT OWNERS ............................................    15,376,304       1,068,103       8,584,004        810,488 
                                                                 ------------    ------------    ------------    ----------- 

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                    
   CONTRACT OWNERS ............................................  $ 38,509,669    $ 15,376,304    $ 16,483,342    $ 8,584,004 
                                                                 ============    ============    ============    =========== 

-------------------------                                                       
(a)  Commenced operations on May 1, 1997.                                       

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                                     EQUITY SERIES (CONTINUED):                  
                                                                 ----------------------------------------------------------------
                                                                    T. ROWE         MORGAN                                       
                                                                     PRICE          STANLEY                                      
                                                                     INTER-        EMERGING                                      
                                                                    NATIONAL       MARKETS                 ALLIANCE              
                                                                     STOCK         EQUITY               AGGRESSIVE STOCK         
                                                                     FUND(A)       FUND(B)                   FUND                
                                                                 -------------   -----------   --------------------------------  
                                                                      1997           1997            1997            1996        
                                                                 -------------   -----------   --------------   ---------------  

INCREASE (DECREASE) IN NET ASSETS:                                                                                               
FROM OPERATIONS:                                                                                                                 
                                                                                                                                 
   Net investment income ......................................  $    (45,798)   $     1,234    $    (880,189)   $   (121,400)   
   Net realized gain (loss) ...................................       (53,503)       (26,406)       9,879,526       4,080,335    
   Change in unrealized appreciation / (depreciation)                                                                            
      of investments ..........................................      (576,978)      (238,282)      (1,686,216)     (1,995,216)   
                                                                 ------------    -----------    -------------    ------------    

   Net increase (decrease) in net assets from operations ......      (676,279)      (263,454)       7,313,121       1,963,719    
                                                                 ------------    -----------    -------------    ------------    
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                               
   Contributions and Transfers:                                                                                                  
      Contributions ...........................................     9,658,570      1,617,148       66,019,813      22,776,845    
      Transfers from other Funds and Guaranteed                                                                                  
         Interest Account (Note 1) ............................     5,113,170        889,247       17,726,363      20,452,746    
                                                                 ------------    -----------    -------------    ------------    

         Total ................................................    14,771,740      2,506,395       83,746,176      43,229,591    
                                                                 ------------    -----------    -------------    ------------    
      Benefit & other policy transaction ......................        37,224             --        1,854,804         245,070    
   Withdrawals and Transfers:                                                                                                    
      Withdrawal and administrative charges ...................        22,024            394          482,491          90,356    
      Transfers to other Funds and Guaranteed                                                                                    
         Interest Rate Account (Note 1) .......................     1,416,476          2,488       11,669,668       7,099,325    
                                                                 ------------    -----------    -------------    ------------    

         Total ................................................     1,475,724          2,882       14,006,963       7,434,751    
                                                                 ------------    -----------    -------------    ------------    

   Net increase in net assets from Contract Owner                                                                                
      transactions ............................................    13,296,016      2,503,513       69,739,213      35,794,840    
                                                                 ------------    -----------    -------------    ------------    

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                                  
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................        (3,030)          (966)        (111,908)        (33,503)   
                                                                 ------------    -----------    -------------    ------------    
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                           
   CONTRACT OWNERS ............................................    12,616,707      2,239,093       76,940,426      37,725,056    
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                                  
   CONTRACT OWNERS ............................................            --             --       40,887,252       3,162,196    
                                                                 ------------    -----------    -------------    ------------    
NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                        
   CONTRACT OWNERS ............................................  $ 12,616,707    $ 2,239,093    $ 117,827,678    $ 40,887,252    
                                                                 ============    ===========    =============    ============    


                                                                             EQUITY SERIES (CONTINUED):                          
                                                                 ------------------------------------------------                

                                                                       WARBURG                          MFS                      
                                                                    PINCUS SMALL     ALLIANCE        EMERGING                    
                                                                      COMPANY       SMALL  CAP        GROWTH                     
                                                                       VALUE          GROWTH         COMPANIES                   
                                                                      FUND(A)         FUND(A)         FUND(A)                    
                                                                  ------------   -------------   ----------------                
                                                                       1997           1997            1997                       
                                                                  ------------   -------------   ----------------                

INCREASE (DECREASE) IN NET ASSETS:                                                                                               
FROM OPERATIONS:                                                                                                                 
                                                                                                                                 
   Net investment income ......................................  $    (64,437)   $    (49,856)   $    (15,821)                   
   Net realized gain (loss) ...................................       338,068         440,546         327,209                    
   Change in unrealized appreciation / (depreciation)                                                                            
      of investments ..........................................      (300,436)       (344,436)       (259,194)                   
                                                                 ------------    ------------    ------------                    

   Net increase (decrease) in net assets from operations ......       (26,805)         46,254          52,194                    
                                                                 ------------    ------------    ------------                    
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                               
   Contributions and Transfers:                                                                                                  
      Contributions ...........................................    17,791,841      12,116,331       9,607,211                    
      Transfers from other Funds and Guaranteed                                                                                  
         Interest Account (Note 1) ............................    11,695,862       5,602,864       3,864,604                    
                                                                 ------------    ------------    ------------                    

         Total ................................................    29,487,703      17,719,195      13,471,815                    
                                                                 ------------    ------------    ------------                    
      Benefit & other policy transaction ......................       134,692          20,842          45,537                    
   Withdrawals and Transfers:                                                                                                    
   Withdrawal and administrative charges ......................        23,284           8,570          14,345                    
      Transfers to other Funds and Guaranteed                                                                                    
         Interest Rate Account (Note 1) .......................     4,520,417       1,504,600       1,527,808                    
                                                                 ------------    ------------    ------------                    

         Total ................................................     4,678,393       1,534,012       1,587,690                    
                                                                 ------------    ------------    ------------                    

   Net increase in net assets from Contract Owner                                                                                
      transactions ............................................    24,809,310      16,185,183      11,884,125                    
                                                                 ------------    ------------    ------------                    

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                                  
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................       (10,579)         (3,378)         (1,959)                   
                                                                 ------------    ------------    ------------                    
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                           
   CONTRACT OWNERS ............................................    24,771,926      16,228,059      11,934,360                    
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                                  
   CONTRACT OWNERS ............................................            --              --              --                    
                                                                 ------------    ------------    ------------                    
NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                        
   CONTRACT OWNERS ............................................  $ 24,771,926    $ 16,228,059    $ 11,934,360                    
                                                                 ============    ============    ============                    

-------------------------                                                       
(a)  Commenced operations on May 1, 1997.                                       
(b)  Commenced operations on November 20, 1997.                                 

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS (CONCLUDED)                                 
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                      ASSET ALLOCATION SERIES:            
                                                           -------------------------------------------    
                                                                         ALLIANCE          EQ/PUTNAM      
                                                                       CONSERVATIVE        BALANCED       
                                                                      INVESTORS FUND        FUND(A)       
                                                           ---------------------------    -----------    -
                                                                1997            1996          1997        
                                                           ------------    -----------    -----------     

INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
                                                                                                          
   Net investment income ................................  $    481,754    $   193,429    $    51,548     
   Net realized gain (loss) .............................       687,695        154,966         45,528     
   Change in unrealized appreciation / (depreciation)                                                     
      of investments ....................................       478,094        (12,221)        73,582     
                                                            -----------    -----------    -----------     

   Net increase (decrease) in net assets from  operations     1,647,543        336,174        170,658     
                                                           ------------    -----------    -----------     
FROM CONTRACT OWNERS TRANSACTIONS:                                                                        
   Contributions and Transfers:                                                                           
      Contributions .....................................    10,862,780      3,977,495      4,294,496     
      Transfers from other Funds and Guaranteed                                                           
         Interest Account (Note 1) ......................     3,151,066      2,837,790      1,721,220     
                                                           ------------    -----------    -----------     

         Total ..........................................    14,013,846      6,815,285      6,015,716     
                                                           ------------    -----------    -----------     
      Benefit & other policy transaction ................       567,547         60,271         17,533     
   Withdrawals and Transfers:                                                                             
      Withdrawal and administrative charges .............       138,461        100,314         15,293     
      Transfers to other Funds and Guaranteed                                                             
         Interest Rate Account (Note 1) .................     1,428,179        814,338        120,099     
                                                           ------------    -----------    -----------     
         Total ..........................................     2,134,187        974,923        152,925     
                                                           ------------    -----------    -----------     

   Net increase in net assets from Contract Owner                                                         
      transactions ......................................    11,879,659      5,840,362      5,862,791     
                                                           ------------    -----------    -----------     
NET DECREASE (INCREASE) IN AMOUNT RETAINED BY                                                             
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5) ...       (57,026)       (12,633)          (483)    
                                                           ------------    -----------    -----------     
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                    
   CONTRACT OWNERS ......................................    13,470,176      6,163,903      6,032,966     
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                           
   CONTRACT OWNERS ......................................     7,858,282      1,694,379             --     
                                                           ------------    -----------    -----------     

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                 
   CONTRACT OWNERS ......................................  $ 21,328,458    $ 7,858,282    $ 6,032,966     
                                                           ============    ===========    ===========     


                                                                       ASSET ALLOCATION SERIES:           
                                                           ---------------------------------------------- 
                                                                         ALLIANCE           MERRILL LYNCH 
                                                                          GROWTH           WORLD STRATEGY 
                                                                      INVESTORS FUND           FUND(A)    
                                                           ----------------------------    -------------- 
                                                                1997           1996            1997       
                                                           ------------    ------------    ------------   

INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
                                                                                                          
   Net investment income ................................  $    736,541    $    218,025    $     2,974    
   Net realized gain (loss) .............................     3,620,598       1,601,901         24,219    
   Change in unrealized appreciation / (depreciation)                                                     
      of investments ....................................     1,844,488        (197,988)      (129,123)   
                                                           ------------    ------------    -----------    

   Net increase (decrease) in net assets from  operations     6,201,627       1,621,938       (101,930)   
                                                           ------------    ------------    -----------    
FROM CONTRACT OWNERS TRANSACTIONS:                                                                        
   Contributions and Transfers:                                                                           
      Contributions .....................................    32,084,069      11,004,121      2,043,811    
      Transfers from other Funds and Guaranteed                                                           
         Interest Account (Note 1) ......................     7,981,423       9,331,901        561,601    
                                                           ------------    ------------    -----------    

         Total ..........................................    40,065,492      20,336,022      2,605,412    
                                                           ------------    ------------    -----------    
      Benefit & other policy transaction ................     1,014,211         206,468          3,514    
   Withdrawals and Transfers:                                                                             
      Withdrawal and administrative charges .............       421,582         228,021          2,597    
      Transfers to other Funds and Guaranteed                                                             
         Interest Rate Account (Note 1) .................     2,744,848       1,177,040         84,455    
                                                           ------------    ------------    -----------    
         Total ..........................................     4,180,641       1,611,529         90,566    
                                                           ------------    ------------    -----------    

   Net increase in net assets from Contract Owner                                                         
      transactions ......................................    35,884,851      18,724,493      2,514,846    
                                                           ------------    ------------    -----------    
NET DECREASE (INCREASE) IN AMOUNT RETAINED BY                                                             
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5) ...      (111,839)        (32,214)          (121)   
                                                           ------------    ------------    -----------    
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                    
   CONTRACT OWNERS ......................................    41,974,639      20,314,217      2,412,795    
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                           
   CONTRACT OWNERS ......................................    24,008,395       3,694,178             --    
                                                           ------------    ------------    -----------    

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                 
   CONTRACT OWNERS ......................................  $ 65,983,034    $ 24,008,395    $ 2,412,795    
                                                           ============    ============    ===========    

-------------------------                                                       
(a)  Commenced operations on May 1, 1997.                                       

See Notes to Financial Statements.                                              

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

1.    General                                                                   

      The Equitable Life Assurance Society of the United States (Equitable Life)
      Separate  Account No. 45 (the  Account) is organized as a unit  investment
      trust, a type of investment company, and is registered with the Securities
      and Exchange  Commission  under the  Investment  Company Act of 1940 ("the
      1940 Act"). The Account consists of 22 investment funds (Funds):  Alliance
      Money Market  Fund,  Alliance  Intermediate  Government  Securities  Fund,
      Alliance  High Yield Fund,  T. Rowe Price Equity  Income  Fund,  EQ/Putnam
      Growth & Income Value Fund, Alliance Growth & Income Fund, Alliance Equity
      Index Fund,  Merrill Lynch Basic Value Equity Fund,  Alliance Common Stock
      Fund,  MFS Research Fund,  Alliance  Global Fund,  Alliance  International
      Fund, T. Rowe Price  International  Stock Fund,  Morgan  Stanley  Emerging
      Markets Equity Fund,  Alliance Aggressive Stock Fund, Warburg Pincus Small
      Company Value Fund,  Alliance Small Cap Growth Fund,  MFS Emerging  Growth
      Companies Fund, Alliance  Conservative  Investors Fund, EQ/Putnam Balanced
      Fund,  Alliance  Growth  Investors  Fund and Merrill Lynch World  Strategy
      Fund.  The assets in each Fund are  invested in shares of a  corresponding
      portfolio  (Portfolio)  of a mutual  fund,  Class IA and IB  shares of The
      Hudson  River Trust (HRT) or Class IB shares of EQ Advisors  Trust  (EQAT)
      (collectively  known as the  Trusts).  Class IB shares are  offered by the
      Funds at net asset  value and are  subject to  distribution  fees  imposed
      under a  distribution  plan adopted  pursuant to Rule 12b-1 under the 1940
      Act. Class IA shares of HRT continue to be purchased by contracts in-force
      prior to May 1,  1997.  The Trusts are  open-end,  diversified  management
      investment  companies  that  sell  its  shares  to  separate  accounts  of
   insurance companies. Each Portfolio has separate investment objectives.

      The Account is used to fund benefits for the Income Manager Accumulator, a
      non-qualified  deferred variable annuity, which combines the Portfolios in
      the Account with  guaranteed  fixed rate options,  and the Income  Manager
      Rollover IRA, which offers the same investment  options as the Accumulator
      for the qualified market. The Income Manager Accumulator is also available
      for  purchase by certain  types of  qualified  plans.  The Income  Manager
      Accumulator and the Income Manager Rollover IRA,  collectively referred to
      as the Contracts, are offered under group and individual variable deferred
annuity forms.                                                      

      All Contracts are issued by Equitable  Life. The assets of the Account are
      the  property of Equitable  Life.  However,  the portion of the  Account's
      assets   attributable  to  the  Contracts  will  not  be  chargeable  with
     liabilities arising out of any other business Equitable Life may conduct.

      Contract owners may allocate amounts in their  individual  accounts to the
      Funds  of the  Account,  and/or  to the  guaranteed  interest  account  of
      Equitable Life's General Account,  and/or to other Separate Accounts.  The
      net assets of any Fund of the Account  may not be less than the  aggregate
      of the contract owners' accounts allocated to that Fund. Additional assets
      are set aside in  Equitable  Life's  General  Account to provide for other
policy benefits, as required under the state insurance law.         

2.    Significant Accounting Policies                                           

      The  accompanying  financial  statements  are prepared in conformity  with
      generally  accepted  accounting  principles  (GAAP).  The  preparation  of
      financial  statements in conformity with GAAP requires  management to make
      estimates and assumptions  that affect the reported  amounts of assets and
      liabilities  and  disclosure of contingent  assets and  liabilities at the
      date of the financial  statements and the reported amounts of revenues and
      expenses  during the reporting  period.  Actual  results could differ from
those estimates.                                                    

      Investments  are made in shares  of the  Trust  and are  valued at the net
      asset values per share of the respective  Portfolios.  The net asset value
      is  determined  by the  Trust  using  the  market  or  fair  value  of the
underlying assets of the Portfolio less liabilities.                

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

      No  Federal  income  tax based on net income or  realized  and  unrealized
      capital gains is currently  applicable to Contracts  participating  in the
      Account by reason of applicable  provisions  of the Internal  Revenue Code
      and no Federal  income tax payable by Equitable Life is expected to affect
      the unit value of Contracts participating in the Account.  Accordingly, no
provision for income taxes is required.                             

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

3.    Asset Charges                                                             

      Charges  are made  directly  against the net assets of the Account and are
      reflected  daily in the  computation  of the unit values of the Contracts.
      Under the  Contracts,  Equitable  Life charges for  mortality  and expense
      risks at an annual rate of 0.90% of daily net assets.  In addition,  asset
      based administrative  charges are also charged to the account at an annual
      rate of 0.25% of daily net  assets.  The  charges  may be  retained in the
      Account by Equitable Life and participate in the net investment results of
      the  Trusts.  The  aggregate  of  these  charges  may not  exceed  a total
      effective  annual  rate of 1.15% of daily net  assets.  Trust  shares  are
      valued at their net asset value with  investment  advisory  or  management
      fees, the 12b-1 fee, and other expenses of the Trust, in effect, passed on
      to the  Account  and  reflected  in the  accumulation  unit  values of the
Contracts.                                                          

4.    Contributions, Transfers and Charges:                                     

      Net  accumulation  units issued and redeemed during the periods  indicated
were:                                                                           

                                                        [Enlarge/Download Table]

                                                                        DECEMBER 31,          DECEMBER 31,    
                                                                            1997                  1996        
                                                                      ------------------   -------------------
ALLIANCE MONEY MARKET FUND                                                        (IN THOUSANDS)              
------------------------------------------                                                                    
                                                                                                              
 Class A        Net Issued...........................................           --               1,128        
                Net Redeemed.........................................        (374)                  --        
 Class B        Net Issued...........................................        1,972                  --        

ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES FUND                                                              
------------------------------------------------                                                              
 Class A        Net Issued...........................................          161                  92        
 Class B        Net Issued...........................................          345                  --        

ALLIANCE HIGH YIELD FUND                                                                                      
------------------------------------                                                                          
 Class A        Net Issued...........................................           98                  --        
 Class B        Net Issued...........................................          505                  --        

T. ROWE PRICE EQUITY INCOME FUND (A)                                                                          
------------------------------------------------                                                              
 Class B        Net Issued...........................................        1,565                  --        

EQ/PUTNAM GROWTH & INCOME VALUE FUND (A)                                                                      
------------------------------------------------                                                              
 Class B        Net Issued...........................................        1,230                  --        

ALLIANCE GROWTH & INCOME FUND                                                                                 
----------------------------------------------                                                                
 Class A        Net Issued...........................................        2,377                 905        
 Class B        Net Issued...........................................        1,829                  --        

-----------------------                     
(a) Commenced Operations on May 1, 1997.    

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

4.    Contributions, Transfers and Charges (Continued):                         

      Net  accumulation  units issued and redeemed during the periods  indicated
were:                                                               

                                                        [Enlarge/Download Table]

                                                                     DECEMBER 31,         DECEMBER 31,     
                                                                         1997                 1996         
                                                                  -----------------------------------------
ALLIANCE EQUITY INDEX FUND (A)                                               (IN THOUSANDS)                
                                                                                                           
  Class B        Net Issued............................................              5                  -- 

 MERRILL LYNCH BASIC VALUE EQUITY FUND (A)                                                                 
 -----------------------------------------                                                                 
  Class B        Net Issued............................................            849                  -- 

 ALLIANCE COMMON STOCK FUND                                                                                
 --------------------------                                                                                
  Class A        Net Issued............................................            620                 439 
  Class B        Net Issued............................................            519                  -- 

 MFS RESEARCH FUND (A)                                                                                     
 ---------------------                                                                                     
  Class B        Net Issued............................................          1,039                  -- 

 ALLIANCE GLOBAL  FUND                                                                                     
 ---------------------                                                                                     
  Class A        Net Issued............................................             444                561 
  Class B        Net Issued............................................             308                 -- 

 ALLIANCE INTERNATIONAL FUND                                                                               
 ---------------------------                                                                               
  Class A        Net Issued............................................             438                643 
  Class B        Net Issued............................................             285                 -- 

 T. ROWE PRICE INTERNATIONAL STOCK FUND (A)                                                                
 ------------------------------------------                                                                
  Class B        Net Issued............................................          1,291                  -- 

 MORGAN STANLEY EMERGING MARKETS EQUITY FUND (B)                                                           
 -----------------------------------------------                                                           
  Class B        Net Issued............................................            282                  -- 

-----------------------                     
(a) Commenced Operations on May 1, 1997.    
(b) Commenced Operations on August 20, 1997.

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

4.    Contributions, Transfers and Charges (Concluded):                         

     Accumulation units issued and redeemed during the periods indicated were:

                                                        [Enlarge/Download Table]

                                                                  DECEMBER 31,        DECEMBER 31,  
                                                                     1997                 1996      
                                                                -----------------   ----------------
ALLIANCE AGGRESSIVE STOCK FUND                                             (IN THOUSANDS)           
------------------------------                                                                      
                                                                                                    
 Class A        Net Issued.......................................             641                562
 Class B        Net Issued.......................................             369                 --

WARBURG PINCUS SMALL COMPANY VALUE FUND (A)                                                         
-------------------------------------------                                                         
 Class B        Net Issued.......................................           2,096                 --

ALLIANCE SMALL CAP GROWTH FUND                                                                      
------------------------------                                                                      
 Class A        Net Issued.......................................             208                 --
 Class B        Net Issued.......................................           1,084                 --

MFS EMERGING GROWTH COMPANIES FUND (A)                                                              
--------------------------------------                                                              
 Class B        Net Issued.......................................             982                 --

ALLIANCE CONSERVATIVE INVESTORS FUND                                                                
------------------------------------                                                                
 Class A        Net Issued.......................................             356                354
 Class B        Net Issued.......................................             295                 --

EQ/PUTNAM BALANCED FUND (A)                                                                         
---------------------------                                                                         
 Class B        Net Issued.......................................             531                 --

ALLIANCE GROWTH INVESTORS FUND                                                                      
------------------------------                                                                      
 Class A        Net Issued.......................................             681                758
 Class B        Net Issued.......................................             581                 --

MERRILL LYNCH WORLD STRATEGY FUND (A)                                                               
------------------------------------                                                                
 Class B        Net Issued.......................................             232                 --

-----------------------                     
(a) Commenced Operations on May 1, 1997.    

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

5.    Amounts retained by Equitable Life in Separate Account No. 45             

      The amount  retained by Equitable Life in the Account  arises  principally
      from (1)  contributions  from  Equitable  Life,  (2) mortality and expense
      charges and asset based administrative charges accumulated in the account,
      and (3) that portion,  determined  ratably,  of the  Account's  investment
      results  applicable  to those  assets in the  Account in excess of the net
      assets for the  Contracts.  Amounts  retained  by  Equitable  Life are not
      subject  to  charges  for  mortality  and  expense  risks and asset  based
administrative expenses.                                            

      Amounts  retained by Equitable  Life in the Account may be  transferred at
any time by Equitable Life to its General Account.                  

      The following table shows the  contributions  (withdrawals) in net amounts
retained by Equitable Life by investment fund:                      

                                                        [Enlarge/Download Table]

                                                                                   YEARS ENDED DECEMBER 31,                 
                                                                ------------------------------------------------------------
                                    INVESTMENT FUND                          1997                           1996            
                                                                ------------------------------  ----------------------------
                                                                                                                            
Alliance Money Market Fund.....................................           $(240,000)                    $(125,000)          

Alliance Intermediate Government Securities Fund...............             (60,000)                      (25,000)          

Alliance High Yield Fund(1)....................................              10,000                            --           

T. Rowe Price Equity Income Fund(1)............................                  --                            --           

EQ/Putnam Growth & Income Value Fund(1)........................                  --                            --           

Alliance Growth & Income Fund..................................            (250,000)                      (60,000)          

Alliance Equity Index Fund.....................................               5,000                            --           

Merrill Lynch Basic Value Equity Fund(1).......................                  --                            --           

Alliance Common Stock Fund.....................................            (840,000)                     (223,000)          

MFS Research Fund(1)...........................................                  --                            --           

Alliance Global Fund...........................................            (185,000)                      (52,000)          

Alliance International Fund....................................            (120,000)                      (35,000)          

T. Rowe Price International Stock Fund(1)......................                  --                            --           

Morgan Stanley Emerging Markets Equity Fund(2).................                  --                            --           

Alliance Aggressive Stock Fund.................................            (435,000)                     (110,000)          

Warburg Pincus Small Company Value Fund(1).....................                  --                            --           

Alliance Small Cap Growth Fund(1)..............................              10,000                            --           

MFS Emerging Growth Companies Fund(1)..........................                  --                            --           

Alliance Conservative Investors Fund...........................             (87,000)                      (45,000)          

EQ/Putnam Balanced Fund(1).....................................                  --                            --           

Alliance Growth Investors Fund.................................            (185,000)                     (105,000)          

Merrill Lynch World Strategy Fund(1)...........................                  --                            --           
                                                                          
----------------------                                              
(1) Commenced operations on May 1, 1997.                            

(2) Commenced operations on November 20, 1997.                      

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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
DECEMBER 31, 1997                                                               

6.    Accumulation Unit Values                                                  

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                  YEARS ENDED DECEMBER 31,                  
                                                               -------------------------------------------------------------
                                                                            1997                           1996             
ALLIANCE MONEY MARKET FUND                                     -----------------------------     -------------------------- 
--------------------------                                                                                                  
                                                                                                                            
Class A Unit value, beginning of period.......................             $24.81                         $23.83            
Class A Unit value, end of period.............................             $25.85                         $24.81            
Class B Unit value, beginning of period (c)...................             $25.17                             --            
Class B Unit value, end of period (c).........................             $25.85                             --            
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................                928                          1,302            
   Class B....................................................              1,972                             --            

ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES FUND                                                                            
------------------------------------------------                                                                            
Class A Unit value, beginning of period.......................             $13.77                         $13.42            
Class A Unit value, end of period.............................             $14.60                         $13.77            
Class B Unit value, beginning of period (c)...................             $13.88                             --            
Class B Unit value, end of period (c).........................             $14.58                             --            
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................                413                            252            
   Class B....................................................                345                             --            

ALLIANCE HIGH YIELD FUND                                                                                                    
------------------------                                                                                                    
Class A Unit value, beginning of period.......................             $26.95                             --            
Class A Unit value, end of period.............................             $30.73                             --            
Class B Unit value, beginning of period.......................             $26.91                             --            
Class B Unit value, end of period.............................             $30.63                             --            
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................                 98                             --            
   Class B....................................................                505                             --            

T. ROWE PRICE EQUITY INCOME FUND (A)                                                                                        
------------------------------------                                                                                        
Class B Unit value, beginning of period.......................             $10.00                             --            
Class B Unit value, end of period.............................             $12.12                             --            
Number of units outstanding, end of period (000's):                                                                         
   Class B....................................................              1,565                             --            

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(b) Commenced Operations on August 20, 1997.                                    
(c) Units were made available for sale on May 1, 1997.                          

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THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       
SEPARATE ACCOUNT NO. 45                                                         
NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
DECEMBER 31, 1997                                                               
6.    Accumulation Unit Values (Continued):                                     

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                   YEARS ENDED DECEMBER 31,                 
                                                                ------------------------------------------------------------
                                                                            1997                            1996            
EQ/PUTNAM GROWTH & INCOME VALUE FUND (A)                        ------------------------------   ---------------------------
--------------------------------------------------------------                                                              
                                                                                                                            
Class B Unit value, beginning of period.......................             $10.00                           --              
Class B Unit value, end of period.............................             $11.53                           --              
Number of units outstanding, end of period (000's):                                                                         
   Class B....................................................              1,230                           --              

ALLIANCE GROWTH & INCOME FUND                                                                                               
-----------------------------                                                                                               
Class A Unit value, beginning of period.......................             $14.23                       $11.99              
Class A Unit value, end of period.............................             $17.83                       $14.23              
Class B Unit value, beginning of period (c)...................             $14.67                           --              
Class B Unit value, end of period (c).........................             $17.80                           --              
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................              3,433                        1,056              
   Class B....................................................              1,829                           --              

ALLIANCE EQUITY INDEX FUND (A)                                                                                              
------------------------------                                                                                              
Class A Unit value, beginning of period.......................             $17.62                           --              
Class A Unit value, end of period.............................             $21.41                           --              
Class B Unit value, beginning of period.......................             $17.62                           --              
Class B Unit value, end of period.............................             $21.38                           --              
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................                 --                           --              
   Class B....................................................                  5                           --              

MERRILL LYNCH BASIC VALUE EQUITY FUND (A)                                                                                   
-----------------------------------------                                                                                   
Class B Unit value, beginning of period.......................             $10.00                           --              
Class B Unit value, end of period.............................             $11.61                           --              
Number of units outstanding, end of period (000's):                                                                         
   Class B....................................................                849                           --              

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(b) Commenced Operations on August 20, 1997.                                    
(c) Units were made available for sale on May 1, 1997.                          

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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
DECEMBER 31, 1997                                                               
6.    Accumulation Unit Values (Continued):                                     

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                   YEARS ENDED DECEMBER 31,              
                                                                   ------------------------------------------------------
                                                                              1997                        1996           
ALLIANCE COMMON STOCK FUND                                         -------------------------     ------------------------
--------------------------                                                                                               
                                                                                                                         
Class A Unit value, beginning of period...........................          $152.96                     $124.52          
Class A Unit value, end of period.................................          $195.37                     $152.96          
Class B Unit value, beginning of period (c).......................          $153.35                          --          
Class B Unit value, end of period (c).............................          $194.74                          --          
Number of units outstanding, end of period (000's):                                                                      
   Class A........................................................            1,114                         494          
   Class B........................................................              519                          --          

MFS RESEARCH FUND (A)                                                                                                    
---------------------                                                                                                    
Class B Unit value, beginning of period...........................           $10.00                          --          
Class B Unit value, end of period.................................           $11.52                          --          
Number of units outstanding, end of period (000's):                                                                      
   Class B........................................................            1,039                          --          

ALLIANCE GLOBAL FUND                                                                                                     
--------------------                                                                                                     
Class A Unit value, beginning of period...........................           $25.25                      $22.29          
Class A Unit value, end of period.................................           $27.85                      $25.25          
Class B Unit value, beginning of period (c).......................           $24.87                          --          
Class B Unit value, end of period (c).............................           $27.76                          --          
Number of units outstanding, end of period (000's):                                                                      
   Class A........................................................            1,074                         609          
   Class B........................................................              308                          --          

ALLIANCE INTERNATIONAL FUND                                                                                              
---------------------------                                                                                              
Class A Unit value, beginning of period...........................           $11.98                      $11.03          
Class A Unit value, end of period.................................           $11.48                      $11.98          
Class B Unit value, beginning of period (c).......................           $11.86                          --          
Class B Unit value, end of period (c).............................           $11.46                          --          
Number of units outstanding, end of period (000's):                                                                      
   Class A........................................................            1,151                         717          
   Class B........................................................              285                          --          

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(c) Units were made available for sale on May 1, 1997.                          

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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
DECEMBER 31, 1997                                                               
6.    Accumulation Unit Values (Continued):                                     

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                YEARS ENDED DECEMBER 31,             
                                                               ------------------------------------------------------
                                                                           1997                        1996          
T. ROWE PRICE INTERNATIONAL STOCK FUND (A)                     ---------------------------   ------------------------
-----------------------------------------                                                                            
                                                                                                                     
Class B Unit value, beginning of period.......................            $10.00                        --           
Class B Unit value, end of period.............................            $ 9.77                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class B....................................................             1,291                        --           

MORGAN STANLEY EMERGING MARKETS EQUITY FUND (B)                                                                      
-----------------------------------------------                                                                      
Class B Unit value, beginning of period.......................            $10.00                        --           
Class B Unit value, end of period.............................            $ 7.95                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class B....................................................               282                        --           

ALLIANCE AGGRESSIVE STOCK FUND                                                                                       
------------------------------                                                                                       
Class A Unit value, beginning of period.......................            $65.94                    $54.59           
Class A Unit value, end of period.............................            $72.23                    $65.94           
Class B Unit value, beginning of period (c)...................            $62.84                        --           
Class B Unit value, end of period (c).........................            $72.00                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class A....................................................             1,261                       620           
   Class B....................................................               369                        --           

WARBURG PINCUS SMALL COMPANY VALUE FUND (A)                                                                          
-------------------------------------------                                                                          
Class B Unit value, beginning of period.......................            $10.00                        --           
Class B Unit value, end of period.............................            $11.82                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class B....................................................             2,096                        --           

ALLIANCE SMALL CAP GROWTH FUND (A)                                                                                   
----------------------------------                                                                                   
Class A Unit value, beginning of period.......................            $10.00                        --           
Class A Unit value, end of period.............................            $12.57                        --           
Class B Unit value, beginning of period.......................            $10.00                        --           
Class B Unit value, end of period.............................            $12.55                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class A....................................................               208                        --           
   Class B....................................................             1,084                        --           

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(b) Commenced Operations on November 20, 1997.                                  
(c) Units were made available for sale on May 1, 1997.                          

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

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)                                       
DECEMBER 31, 1997                                                               
6.    Accumulation Unit Values (Concluded):                                     

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                 YEARS ENDED DECEMBER 31,              
                                                               --------------------------------------------------------
                                                                           1997                          1996          
MFS EMERGING GROWTH FUND (A)                                   ---------------------------     ------------------------
----------------------------                                                                                           
                                                                                                                       
Class B Unit value, beginning of period.......................           $10.00                          --            
Class B Unit value, end of period.............................           $12.15                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class B....................................................              982                          --            

ALLIANCE CONSERVATIVE INVESTORS FUND                                                                                   
------------------------------------                                                                                   
Class A Unit value, beginning of period.......................           $17.21                      $16.55            
Class A Unit value, end of period.............................           $19.26                      $17.21            
Class B Unit value, beginning of period (c)...................           $17.33                          --            
Class B Unit value, end of period (c).........................           $19.23                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class A....................................................              813                         457            
   Class B....................................................              295                          --            

EQ/PUTMAN BALANCED FUND (A)                                                                                            
---------------------------                                                                                            
Class B Unit value, beginning of period.......................           $10.00                          --            
Class B Unit value, end of period.............................           $11.36                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class B....................................................              531                          --            

ALLIANCE GROWTH INVESTORS FUND                                                                                         
------------------------------                                                                                         
Class A Unit value, beginning of period.......................           $26.26                      $23.59            
Class A Unit value, end of period.............................           $30.31                      $26.26            
Class B Unit value, beginning of period (c)...................           $26.23                          --            
Class B Unit value, end of period (c).........................           $30.22                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class A....................................................            1,596                         914            
   Class B....................................................              581                          --            

MERRILL LYNCH WORLD STRATEGY FUND (A)                                                                                  
-------------------------------------                                                                                  
Class B Unit value, beginning of period.......................           $10.00                          --            
Class B Unit value, end of period.............................           $10.39                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class B....................................................              232                          --            

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(b) Commenced Operations on November 20, 1997.                                  
(c) Units were made available for sale on May 1, 1997.                          

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February 10, 1998                                                               

 Report of Independent Accountants

To the Board of Directors and Shareholders of                                   
The Equitable Life Assurance Society of the United States                       

In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  statements of earnings,  of shareholder's equity and of cash flows
present  fairly,  in  all  material  respects,  the  financial  position  of The
Equitable  Life  Assurance  Society  of the United  States and its  subsidiaries
("Equitable  Life") at  December  31,  1997 and 1996,  and the  results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting  principles.
These  financial   statements  are  the   responsibility   of  Equitable  Life's
management;  our  responsibility  is to express  an  opinion on these  financial
statements  based on our audits.  We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management and evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for the opinion  expressed
above.                                                                          

As discussed in Note 2 to the consolidated financial statements,  Equitable Life
changed its methods of accounting for long-duration participating life insurance
contracts and long-lived assets in 1996 and for loan impairments in 1995.       

/s/ Price Waterhouse, LLP                                                       
---------------------------                                                     
Price Waterhouse LLP                                                    
New York, New York                                                      
February 10, 1998                                                       

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
 CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND 1996

                                                        [Enlarge/Download Table]

                                                                                   1997                 1996       
                                                                             -----------------    -----------------
                                                                                         (In Millions)             
                                                                                                                   
ASSETS                                                                                                             
Investments:                                                                                                       
  Fixed maturities:                                                                                                
    Available for sale, at estimated fair value.............................  $    19,630.9        $    18,077.0   
  Mortgage loans on real estate.............................................        2,611.4              3,133.0   
  Equity real estate........................................................        2,749.2              3,297.5   
  Policy loans..............................................................        2,422.9              2,196.1   
  Other equity investments..................................................          951.5                860.6   
  Investment in and loans to affiliates.....................................          731.1                685.0   
  Other invested assets.....................................................          624.7                 25.4   
                                                                             -----------------    -----------------
      Total investments.....................................................       29,721.7             28,274.6   
Cash and cash equivalents...................................................          300.5                538.8   
Deferred policy acquisition costs...........................................        3,236.6              3,104.9   
Amounts due from discontinued operations....................................          572.8                996.2   
Other assets................................................................        2,685.2              2,552.2   
Closed Block assets.........................................................        8,566.6              8,495.0   
Separate Accounts assets....................................................       36,538.7             29,646.1   
                                                                             -----------------    -----------------

Total Assets................................................................  $    81,622.1        $    73,607.8   
                                                                             =================    =================

LIABILITIES                                                                                                        
Policyholders' account balances.............................................  $    21,579.5        $    21,865.6   
Future policy benefits and other policyholder's liabilities.................        4,553.8              4,416.6   
Short-term and long-term debt...............................................        1,991.2              1,766.9   
Other liabilities...........................................................        3,257.1              2,785.1   
Closed Block liabilities....................................................        9,073.7              9,091.3   
Separate Accounts liabilities...............................................       36,306.3             29,598.3   
                                                                             -----------------    -----------------
      Total liabilities.....................................................       76,761.6             69,523.8   
                                                                             -----------------    -----------------

Commitments and contingencies (Notes 10, 12, 13, 14 and 15)                                                        

SHAREHOLDER'S EQUITY                                                                                               
Common stock, $1.25 par value 2.0 million shares authorized, issued                                                
  and outstanding...........................................................            2.5                  2.5   
Capital in excess of par value..............................................        3,105.8              3,105.8   
Retained earnings...........................................................        1,235.9                798.7   
Net unrealized investment gains.............................................          533.6                189.9   
Minimum pension liability...................................................          (17.3)               (12.9)  
                                                                             -----------------    -----------------
      Total shareholder's equity............................................        4,860.5              4,084.0   
                                                                             -----------------    -----------------

Total Liabilities and Shareholder's Equity..................................  $    81,622.1        $    73,607.8   
                                                                             =================    =================

 See Notes to Consolidated Financial Statements.

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
 CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

                                                        [Enlarge/Download Table]


                                                                     1997               1996               1995       
                                                               -----------------  -----------------  -----------------
                                                                                   (In Millions)                      
                                                                                                                      
REVENUES                                                                                                              
Universal life and investment-type product policy fee                                                                 
  income......................................................  $      950.6       $       874.0      $       788.2   
Premiums......................................................         601.5               597.6              606.8   
Net investment income.........................................       2,282.8             2,203.6            2,088.2   
Investment (losses) gains, net................................         (45.2)               (9.8)               5.3   
Commissions, fees and other income............................       1,227.2             1,081.8              897.1   
Contribution from the Closed Block............................         102.5               125.0              143.2   
                                                               -----------------  -----------------  -----------------

      Total revenues..........................................       5,119.4             4,872.2            4,528.8   
                                                               -----------------  -----------------  -----------------

BENEFITS AND OTHER DEDUCTIONS                                                                                         
Interest credited to policyholders' account balances..........       1,266.2             1,270.2            1,248.3   
Policyholders' benefits.......................................         978.6             1,317.7            1,008.6   
Other operating costs and expenses............................       2,203.9             2,075.7            1,775.8   
                                                               -----------------  -----------------  -----------------

      Total benefits and other deductions.....................       4,448.7             4,663.6            4,032.7   
                                                               -----------------  -----------------  -----------------

Earnings from continuing operations before Federal                                                                    
  income taxes, minority interest and cumulative                                                                      
  effect of accounting change.................................         670.7               208.6              496.1   
Federal income taxes..........................................          91.5                 9.7              120.5   
Minority interest in net income of consolidated subsidiaries..          54.8                81.7               62.8   
                                                               -----------------  -----------------  -----------------
Earnings from continuing operations before cumulative                                                                 
  effect of accounting change.................................         524.4               117.2              312.8   
Discontinued operations, net of Federal income taxes..........         (87.2)              (83.8)               -     
Cumulative effect of accounting change, net of Federal                                                                
  income taxes................................................           -                 (23.1)               -     
                                                               -----------------  -----------------  -----------------

Net Earnings..................................................  $      437.2       $        10.3      $       312.8   
                                                               =================  =================  =================

 See Notes to Consolidated Financial Statements.

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

                                                        [Enlarge/Download Table]

                                                                     1997               1996               1995       
                                                               -----------------  -----------------  -----------------
                                                                                   (In Millions)                      
                                                                                                                      
Common stock, at par value, beginning and end of year.........  $        2.5       $         2.5      $         2.5   
                                                               -----------------  -----------------  -----------------

Capital in excess of par value, beginning and end of year.....       3,105.8             3,105.8            3,105.8   
                                                               -----------------  -----------------  -----------------

Retained earnings, beginning of year..........................         798.7               788.4              475.6   
Net earnings..................................................         437.2                10.3              312.8   
                                                               -----------------  -----------------  -----------------
Retained earnings, end of year................................       1,235.9               798.7              788.4   
                                                               -----------------  -----------------  -----------------

Net unrealized investment gains (losses), beginning of year...         189.9               396.5             (220.5)  
Change in unrealized investment gains (losses)................         343.7              (206.6)             617.0   
                                                               -----------------  -----------------  -----------------
Net unrealized investment gains, end of year..................         533.6               189.9              396.5   
                                                               -----------------  -----------------  -----------------

Minimum pension liability, beginning of year..................         (12.9)              (35.1)              (2.7)  
Change in minimum pension liability...........................          (4.4)               22.2              (32.4)  
                                                                                                     -----------------
                                                               -----------------  -----------------                   
Minimum pension liability, end of year........................         (17.3)              (12.9)             (35.1)  
                                                               -----------------  -----------------  -----------------

Total Shareholder's Equity, End of Year.......................  $    4,860.5       $     4,084.0      $     4,258.1   
                                                               =================  =================  =================

 See Notes to Consolidated Financial Statements.

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

                                                        [Enlarge/Download Table]


                                                                      1997               1996               1995       
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)                      
                                                                                                                       
Net earnings..................................................   $      437.2       $        10.3      $       312.8   
Adjustments  to  reconcile  net  earnings  to net  cash  provided  by  operating                                       
  activities:                                                                                                          
  Interest credited to policyholders' account balances........        1,266.2             1,270.2            1,248.3   
  Universal life and investment-type product                                                                           
    policy fee income.........................................         (950.6)             (874.0)            (788.2)  
  Investment losses (gains)...................................           45.2                 9.8               (5.3)  
  Change in Federal income tax payable........................          (74.4)             (197.1)             221.6   
  Other, net..................................................          169.4               330.2               80.5   
                                                                -----------------  -----------------  -----------------

Net cash provided by operating activities.....................          893.0               549.4            1,069.7   
                                                                -----------------  -----------------  -----------------

Cash flows from investing activities:                                                                                  
  Maturities and repayments...................................        2,702.9             2,275.1            1,897.4   
  Sales.......................................................       10,385.9             8,964.3            8,867.1   
  Purchases...................................................      (13,205.4)          (12,559.6)         (11,675.5)  
  (Increase) decrease in short-term investments...............         (555.0)              450.3              (99.3)  
  Decrease in loans to discontinued operations................          420.1             1,017.0            1,226.9   
  Sale of subsidiaries........................................          261.0                 -                  -     
  Other, net..................................................         (612.6)             (281.0)            (413.4)  
                                                                -----------------  -----------------  -----------------

Net cash used by investing activities.........................         (603.1)             (133.9)            (196.8)  
                                                                -----------------  -----------------  -----------------

Cash flows from financing activities: Policyholders' account balances:                                                 
    Deposits..................................................        1,281.7             1,925.4            2,586.5   
    Withdrawals...............................................       (1,886.8)           (2,385.2)          (2,657.1)  
  Net increase (decrease) in short-term financings............          419.9                 (.3)             (16.4)  
  Additions to long-term debt.................................           32.0                 -                599.7   
  Repayments of long-term debt................................         (196.4)             (124.8)             (40.7)  
  Payment of obligation to fund accumulated deficit of                                                                 
    discontinued operations...................................          (83.9)                -             (1,215.4)  
  Other, net..................................................          (94.7)              (66.5)             (48.4)  
                                                                -----------------  -----------------  -----------------

Net cash used by financing activities.........................         (528.2)             (651.4)            (791.8)  
                                                                -----------------  -----------------  -----------------

Change in cash and cash equivalents...........................         (238.3)             (235.9)              81.1   
Cash and cash equivalents, beginning of year..................          538.8               774.7              693.6   
                                                                -----------------  -----------------  -----------------

Cash and Cash Equivalents, End of Year........................   $      300.5       $       538.8      $       774.7   
                                                                =================  =================  =================

Supplemental cash flow information                                                                                     
  Interest Paid...............................................   $      217.1       $       109.9      $        89.6   
                                                                =================  =================  =================
  Income Taxes Paid (Refunded)................................   $      170.0       $       (10.0)     $       (82.7)  
                                                                =================  =================  =================

 See Notes to Consolidated Financial Statements.

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1)     ORGANIZATION                                                           

        The Equitable  Life Assurance  Society of the United States  ("Equitable
        Life")  is  a  wholly  owned  subsidiary  of  The  Equitable   Companies
        Incorporated  (the  "Holding   Company").   Equitable  Life's  insurance
        business  is  conducted  principally  by  Equitable  Life and,  prior to
        December 31, 1996, its wholly owned life insurance subsidiary, Equitable
        Variable Life Insurance Company  ("EVLICO").  Effective January 1, 1997,
        EVLICO was merged into Equitable  Life,  which  continues to conduct the
        Company's  insurance  business.  Equitable Life's investment  management
        business,  which comprises the Investment Services segment, is conducted
        principally  by  Alliance  Capital  Management  L.P.   ("Alliance")  and
        Donaldson,  Lufkin & Jenrette,  Inc. ("DLJ"),  an investment banking and
        brokerage  affiliate.  AXA-UAP ("AXA"),  a French holding company for an
        international   group  of  insurance  and  related  financial   services
        companies,   is  the  Holding  Company's  largest  shareholder,   owning
        approximately  58.7% at  December  31,  1997  (54.3%  if all  securities
        convertible  into,  and options on, common stock were to be converted or
exercised).                                                     

2)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

Basis of Presentation and Principles of Consolidation           

        The  accompanying  consolidated  financial  statements  are  prepared in
        conformity with generally accepted accounting  principles ("GAAP") which
        require  management to make  estimates and  assumptions  that affect the
        reported  amounts of assets and liabilities and disclosure of contingent
        assets and  liabilities at the date of the financial  statements and the
        reported  amounts of revenues and expenses during the reporting  period.
Actual results could differ from those estimates.               

        The accompanying  consolidated financial statements include the accounts
        of  Equitable  Life  and its  wholly  owned  life  insurance  subsidiary
        (collectively,   the  "Insurance  Group");  non-insurance  subsidiaries,
        principally  Alliance,  an investment advisory subsidiary,  and, through
        June  10,  1997,  Equitable  Real  Estate  Investment  Management,  Inc.
        ("EREIM"), a real estate investment management subsidiary which was sold
        (see  Note 5);  and  those  partnerships  and  joint  ventures  in which
        Equitable Life or its subsidiaries  has control and a majority  economic
        interest  (collectively,  including its consolidated  subsidiaries,  the
        "Company").  The  Company's  investment in DLJ is reported on the equity
        basis of accounting.  Closed Block assets and liabilities and results of
        operations  are presented in the  consolidated  financial  statements as
        single  line  items  (see  Note  6).  Unless  specifically  stated,  all
        disclosures  contained  herein  supporting  the  consolidated  financial
statements exclude the Closed Block related amounts.            

        All  significant  intercompany   transactions  and  balances  have  been
        eliminated in  consolidation  other than  intercompany  transactions and
        balances with the Closed Block and the discontinued operations (see Note
7).                                                             

        The years  "1997,"  "1996" and "1995" refer to the years ended  December
31, 1997, 1996 and 1995, respectively.                          

        Certain  reclassifications  have been made in the amounts  presented for
  prior periods to conform these periods with the 1997 presentation.

Closed Block                                                    

        As of July 22, 1992, Equitable Life established the Closed Block for the
        benefit of certain  classes of  individual  participating  policies  for
        which Equitable Life had a dividend scale payable in 1991 and which were
        in force on that date.  Assets were  allocated to the Closed Block in an
        amount which,  together with anticipated revenues from policies included
        in the Closed Block, was reasonably expected to be sufficient to support
        such  business,  including  provision  for  payment of  claims,  certain
        expenses and taxes,  and for  continuation of dividend scales payable in
1991, assuming the experience underlying such scales continues. 

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        Assets  allocated to the Closed Block inure solely to the benefit of the
        holders of policies  included in the Closed Block and will not revert to
        the benefit of the Holding Company. No reallocation, transfer, borrowing
        or  lending  of assets can be made  between  the Closed  Block and other
        portions  of  Equitable  Life's  General  Account,  any of its  Separate
        Accounts or any affiliate of Equitable  Life without the approval of the
        New York  Superintendent  of Insurance  (the  "Superintendent").  Closed
        Block  assets and  liabilities  are carried on the same basis as similar
        assets and liabilities held in the General Account. The excess of Closed
        Block  liabilities  over Closed  Block  assets  represents  the expected
        future  post-tax  contribution  from the  Closed  Block  which  would be
        recognized  in income over the period the policies and  contracts in the
Closed Block remain in force.                                   

Discontinued Operations                                         

        Discontinued operations consist of the business of the former Guaranteed
        Interest   Contract   ("GIC")   segment   which   includes   the   Group
        Non-Participating  Wind-Up Annuities  ("Wind-Up  Annuities") and the GIC
        lines  of  business.  An  allowance  was  established  for  the  premium
        deficiency  reserve for Wind-Up Annuities and estimated future losses of
        the  GIC  line of  business.  Management  reviews  the  adequacy  of the
        allowance  each  quarter  and,  during the 1997 and 1996 fourth  quarter
        reviews,  the  allowance  for future  losses was  increased.  Management
        believes  the  allowance  for  future  losses at  December  31,  1997 is
        adequate to provide for all future losses; however, the determination of
        the allowance  continues to involve  numerous  estimates and  subjective
        judgments regarding the expected performance of Discontinued  Operations
        Investment  Assets.  There can be no assurance  the losses  provided for
        will not  differ  from the  losses  ultimately  realized.  To the extent
        actual  results or future  projections  of the  discontinued  operations
        differ  from   management's   current  best  estimates  and  assumptions
        underlying  the allowance for future  losses,  the  difference  would be
        reflected in the  consolidated  statements  of earnings in  discontinued
        operations.  In  particular,  to the extent  income,  sales proceeds and
        holding periods for equity real estate differ from management's previous
        assumptions,  periodic adjustments to the allowance are likely to result
(see Note 7).                                                   

Accounting Changes                                              

        In 1996, the Company changed its method of accounting for  long-duration
        participating  life  insurance  contracts,  primarily  within the Closed
        Block,  in accordance  with the  provisions  prescribed by SFAS No. 120,
        "Accounting  and Reporting by Mutual Life Insurance  Enterprises  and by
        Insurance   Enterprises   for   Certain   Long-Duration    Participating
        Contracts".  (See "Deferred Policy Acquisition  Costs,"  "Policyholders'
Account Balances and Future Policy Benefits" and Note 6.)       

        The Company implemented SFAS No. 121,  "Accounting for the Impairment of
        Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of," as of
        January 1, 1996.  SFAS No. 121  requires  long-lived  assets and certain
        identifiable  intangibles be reviewed for impairment  whenever events or
        changes in circumstances  indicate the carrying value of such assets may
        not be  recoverable.  Effective with SFAS No. 121's  adoption,  impaired
        real estate is written down to fair value with the impairment loss being
        included in investment gains (losses), net. Before implementing SFAS No.
        121,  valuation  allowances  on real estate held for the  production  of
        income were computed using the  forecasted  cash flows of the respective
        properties  discounted at a rate equal to The Equitable's cost of funds.
        The  adoption of the  statement  resulted  in the  release of  valuation
        allowances of $152.4  million and  recognition  of impairment  losses of
        $144.0 million on real estate held for production of income. Real estate
        which management has committed to disposing of by sale or abandonment is
        classified  as real estate held for sale.  Valuation  allowances on real
        estate  held  for  sale  continue  to be  computed  using  the  lower of
        depreciated  cost or estimated  fair value,  net of  disposition  costs.
        Implementation of the SFAS No. 121 impairment  requirements  relative to
        other  assets to be disposed of resulted in a charge for the  cumulative
        effect of an accounting change of $23.1 million, net of a Federal income
        tax  benefit of $12.4  million,  due to the  writedown  to fair value of
building improvements relating to facilities vacated in 1996.   

        In the  first  quarter  of 1995,  the  Company  adopted  SFAS  No.  114,
        "Accounting  by Creditors  for  Impairment  of a Loan".  Impaired  loans
        within  SFAS No.  114's  scope are to be  measured  based on the present
        value of expected future cash flows  discounted at the loan's  effective
        interest rate, at the loan's  observable  market price or the fair value
        of the collateral if the loan is collateral  dependent.  The adoption of
        this  statement  did not  have a  material  effect  on the  level of the
        allowances  for  possible  losses  or  on  the  Company's   consolidated
statements of earnings and shareholder's equity.                

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New Accounting Pronouncements                                   

        In January  1998,  the Financial  Accounting  Standards  Board  ("FASB")
        issued SFAS No. 132,  "Employers'  Disclosures  about  Pension and Other
        Postretirement   Benefits,"   which  revises   current  note  disclosure
        requirements for employers' pension and other retiree benefits. SFAS No.
        132 is effective for fiscal years beginning after December 15, 1997. The
        Company  will  adopt  the  provisions  of  SFAS  No.  132  in  the  1998
consolidated financial statements.                              

        In December 1997, the American Institute of Certified Public Accountants
        ("AICPA")  issued  Statement of Position  ("SOP") 97-3,  "Accounting  by
        Insurance and Other Enterprises for Insurance-Related  Assessments". SOP
        97-3 provides guidance for assessments  related to insurance  activities
        and  requirements  for  disclosure of certain  information.  SOP 97-3 is
        effective for financial  statements  issued for periods  beginning after
        December 31, 1998. Restatement of previously issued financial statements
        is not required.  SOP 97-3 is not expected to have a material  impact on
the Company's consolidated financial statements.                

        In June 1997, the FASB issued SFAS No. 131,  "Disclosures about Segments
        of an  Enterprise  and Related  Information".  SFAS No. 131  establishes
        standards for the way public  business  enterprises  report  information
        about  operating  segments  in annual and interim  financial  statements
        issued  to  shareholders.  It also  establishes  standards  for  related
        disclosures  about  products and  services,  geographic  areas and major
        customers.  Generally,  financial  information  will be  required  to be
        reported  on  the  basis  used  by  management  for  evaluating  segment
        performance and for deciding how to allocate resources to segments. This
        statement is effective  for fiscal years  beginning  after  December 15,
        1997 and need not be applied to interim reporting in the initial year of
        adoption.  Restatement of comparative information for earlier periods is
        required.  Management is currently  reviewing its definition of business
segments in light of the requirements of SFAS No. 131.          

        In June 1997,  the FASB issued SFAS No.  130,  "Reporting  Comprehensive
        Income". SFAS No. 130 establishes standards for reporting and displaying
        comprehensive income and its components in a full set of general purpose
        financial  statements.  SFAS No. 130 requires an  enterprise to classify
        items of other  comprehensive  income  by their  nature  in a  financial
        statement  and display the  accumulated  balance of other  comprehensive
        income separately from retained earnings and additional  paid-in capital
        in the  equity  section  of a  statement  of  financial  position.  This
        statement is effective  for fiscal years  beginning  after  December 15,
        1997.  Reclassification  of  financial  statements  for earlier  periods
        provided for  comparative  purposes is required.  The Company will adopt
        the  provisions  of SFAS  No.  130 in its  1998  consolidated  financial
statements.                                                     

        In June 1996,  the FASB issued SFAS No. 125,  "Accounting  for Transfers
        and Servicing of Financial Assets and  Extinguishments  of Liabilities".
        SFAS No. 125 specifies the  accounting  and reporting  requirements  for
        transfers  of financial  assets,  the  recognition  and  measurement  of
        servicing  assets and  liabilities and  extinguishments  of liabilities.
        SFAS No. 125 is effective for transactions  occurring after December 31,
        1996 and is to be applied  prospectively.  In  December  1996,  the FASB
        issued  SFAS  No.  127,  "Deferral  of the  Effective  Date  of  Certain
        Provisions  of FASB  Statement  No.  125," which defers for one year the
        effective  date  of  provisions   relating  to  secured  borrowings  and
        collateral and transfers of financial assets that are part of repurchase
        agreements,  dollar-roll,  securities lending and similar  transactions.
        Implementation of SFAS No. 125 did not have nor is SFAS No. 127 expected
        to  have a  material  impact  on the  Company's  consolidated  financial
statements.                                                     

Valuation of Investments                                        

        Fixed  maturities  identified  as  available  for sale are  reported  at
        estimated fair value. The amortized cost of fixed maturities is adjusted
for impairments in value deemed to be other than temporary.     

        Valuation  allowances are netted  against the asset  categories to which
they apply.                                                     

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        Mortgage loans on real estate are stated at unpaid  principal  balances,
        net  of  unamortized  discounts  and  valuation  allowances.   Valuation
        allowances are based on the present value of expected  future cash flows
        discounted  at  the  loan's  original  effective  interest  rate  or the
        collateral  value  if the  loan is  collateral  dependent.  However,  if
        foreclosure  is or becomes  probable,  the  measurement  method  used is
collateral value.                                               

        Real estate,  including real estate acquired in satisfaction of debt, is
        stated at  depreciated  cost less valuation  allowances.  At the date of
        foreclosure (including in-substance  foreclosure),  real estate acquired
        in satisfaction of debt is valued at estimated fair value. Impaired real
        estate is  written  down to fair value  with the  impairment  loss being
        included in investment gains (losses), net. Valuation allowances on real
        estate held for sale are computed using the lower of depreciated cost or
        current estimated fair value, net of disposition costs.  Depreciation is
        discontinued on real estate held for sale. Prior to the adoption of SFAS
        No. 121,  valuation  allowances  on real estate held for  production  of
        income were computed using the  forecasted  cash flows of the respective
     properties discounted at a rate equal to the Company's cost of funds.

Policy loans are stated at unpaid principal balances.           

        Partnerships  and joint venture  interests in which the Company does not
        have control or a majority  economic interest are reported on the equity
        basis of accounting  and are included  either with equity real estate or
other equity investments, as appropriate.                       

        Common  stocks are carried at  estimated  fair value and are included in
other equity investments.                                       

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

        Cash and cash equivalents  includes cash on hand, amounts due from banks
        and highly liquid debt instruments  purchased with an original  maturity
of three months or less.                                        

        All securities are recorded in the consolidated  financial statements on
a trade date basis.                                             

        Net Investment Income,  Investment Gains, Net and Unrealized  Investment
Gains (Losses)                                                  

        Net   investment   income  and  realized   investment   gains   (losses)
        (collectively,  "investment  results") related to certain  participating
        group annuity contracts which are passed through to the  contractholders
      are reflected as interest credited to policyholders' account balances.

        Realized   investment   gains   (losses)  are   determined  by  specific
        identification  and are presented as a component of revenue.  Changes in
valuation allowances are included in investment gains or losses.

        Unrealized investment gains and losses on fixed maturities available for
        sale and equity  securities  held by the Company are  accounted for as a
        separate  component of  shareholder's  equity,  net of related  deferred
        Federal income taxes, amounts  attributable to discontinued  operations,
        participating  group annuity  contracts and deferred policy  acquisition
        costs ("DAC") related to universal life and investment-type products and
participating traditional life contracts.                       

Recognition of Insurance Income and Related Expenses            

        Premiums from universal life and investment-type  contracts are reported
        as deposits to  policyholders'  account  balances.  Revenues  from these
        contracts   consist  of  amounts  assessed  during  the  period  against
        policyholders'   account   balances  for   mortality   charges,   policy
        administration charges and surrender charges. Policy benefits and claims
        that are  charged to expense  include  benefit  claims  incurred  in the
period in excess of related policyholders' account balances.    

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        Premiums from participating and  non-participating  traditional life and
        annuity  policies with life  contingencies  generally are  recognized as
        income when due.  Benefits  and expenses are matched with such income so
        as to  result  in the  recognition  of  profits  over  the  life  of the
        contracts.  This match is  accomplished  by means of the  provision  for
        liabilities  for future policy  benefits and the deferral and subsequent
amortization of policy acquisition costs.                       

        For  contracts  with a single  premium  or a limited  number of  premium
        payments due over a  significantly  shorter period than the total period
        over which  benefits are provided,  premiums are recorded as income when
        due with any  excess  profit  deferred  and  recognized  in  income in a
        constant  relationship  to  insurance  in force or, for  annuities,  the
amount of expected future benefit payments.                     

        Premiums from individual  health contracts are recognized as income over
        the period to which the premiums  relate in  proportion to the amount of
insurance protection provided.                                  

Deferred Policy Acquisition Costs                               

        The  costs  of  acquiring   new   business,   principally   commissions,
        underwriting,  agency and policy issue expenses,  all of which vary with
        and  are  primarily  related  to the  production  of new  business,  are
        deferred. DAC is subject to recoverability testing at the time of policy
        issue and loss recognition testing at the end of each accounting period.

        For  universal  life  products  and  investment-type  products,  DAC  is
        amortized  over the expected  total life of the contract  group (periods
        ranging  from  15 to 35  years  and 5 to 17  years,  respectively)  as a
        constant  percentage of estimated gross profits arising principally from
        investment results,  mortality and expense margins and surrender charges
        based on historical and anticipated  future  experience,  updated at the
        end of each accounting  period. The effect on the amortization of DAC of
        revisions  to  estimated  gross  profits is reflected in earnings in the
        period such estimated  gross profits are revised.  The effect on the DAC
        asset that would result from realization of unrealized gains (losses) is
        recognized  with an offset to unrealized  gains (losses) in consolidated
shareholder's equity as of the balance sheet date.              

        For participating  traditional life policies (substantially all of which
        are in the Closed Block),  DAC is amortized over the expected total life
        of the contract group (40 years) as a constant  percentage  based on the
        present  value of the  estimated  gross  margin  amounts  expected to be
        realized  over the life of the contracts  using the expected  investment
        yield. At December 31, 1997, the expected  investment  yield,  excluding
        policy  loans,  generally  ranged from 7.53%  grading to 7.92% over a 20
        year period.  Estimated gross margin includes  anticipated  premiums and
        investment results less claims and administrative  expenses,  changes in
        the  net  level  premium  reserve  and  expected   annual   policyholder
        dividends.  The  effect  on the  amortization  of DAC  of  revisions  to
        estimated  gross  margins is  reflected  in  earnings in the period such
        estimated  gross  margins are revised.  The effect on the DAC asset that
        would result from realization of unrealized gains (losses) is recognized
        with  an  offset  to   unrealized   gains   (losses)   in   consolidated
shareholder's equity as of the balance sheet date.              

        For  non-participating  traditional  life and annuity policies with life
        contingencies,  DAC is amortized in proportion to anticipated  premiums.
        Assumptions  as to  anticipated  premiums  are  estimated at the date of
        policy  issue  and  are  consistently  applied  during  the  life of the
        contracts.   Deviations  from  estimated  experience  are  reflected  in
        earnings in the period such deviations  occur. For these contracts,  the
    amortization periods generally are for the total life of the policy.

        For  individual  health  benefit  insurance,  DAC is amortized  over the
        expected  average  life of the  contracts  (10 years  for major  medical
        policies  and  20  years  for  disability  income  ("DI")  products)  in
proportion to anticipated premium revenue at time of issue.     

Policyholders' Account Balances and Future Policy Benefits      

        Policyholders'  account balances for universal life and  investment-type
        contracts are equal to the policy  account  values.  The policy  account
        values  represents  an  accumulation  of  gross  premium  payments  plus
     credited interest less expense and mortality charges and withdrawals.

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        For  participating  traditional  life  policies,  future policy  benefit
        liabilities are calculated using a net level premium method on the basis
        of actuarial assumptions equal to guaranteed mortality and dividend fund
        interest  rates.  The  liability  for annual  dividends  represents  the
        accrual of annual dividends  earned.  Terminal  dividends are accrued in
proportion to gross margins over the life of the contract.      

        For non-participating traditional life insurance policies, future policy
        benefit  liabilities  are estimated  using a net level premium method on
        the basis of actuarial  assumptions  as to  mortality,  persistency  and
        interest established at policy issue.  Assumptions established at policy
        issue as to mortality and persistency are based on the Insurance Group's
        experience  which,  together  with  interest  and  expense  assumptions,
        include a margin for adverse deviation.  When the liabilities for future
        policy benefits plus the present value of expected future gross premiums
        for a product are  insufficient  to provide for expected  future  policy
        benefits  and  expenses  for  that  product,  DAC  is  written  off  and
        thereafter,  if required, a premium deficiency reserve is established by
        a charge to earnings.  Benefit  liabilities  for  traditional  annuities
        during the accumulation period are equal to accumulated contractholders'
        fund balances and after  annuitization are equal to the present value of
        expected  future  payments.  Interest  rates used in  establishing  such
        liabilities range from 2.25% to 11.5% for life insurance liabilities and
from 2.25% to 13.5% for annuity liabilities.                    

        During  the  fourth  quarter  of  1996,  a  loss  recognition  study  of
        participating group annuity contracts and conversion annuities ("Pension
        Par") was completed  which  included  management's  revised  estimate of
        assumptions,  such as expected mortality and future investment  returns.
        The  study's  results   prompted   management  to  establish  a  premium
        deficiency reserve which decreased  earnings from continuing  operations
and net earnings by $47.5 million ($73.0 million pre-tax).      

        Individual  health  benefit  liabilities  for active lives are estimated
        using  the  net  level  premium  method  and  assumptions  as to  future
        morbidity,  withdrawals and interest.  Benefit  liabilities for disabled
        lives are  estimated  using the  present  value of  benefits  method and
       experience assumptions as to claim terminations, expenses and interest.

        During  the  fourth  quarter  of  1996,  the  Company  completed  a loss
        recognition  study of the DI business  which  incorporated  management's
        revised  estimates  of  future  experience  with  regard  to  morbidity,
        investment  returns,   claims  and  administration  expenses  and  other
        factors.  The study  indicated DAC was not  recoverable and the reserves
        were  not  sufficient.  Earnings  from  continuing  operations  and  net
        earnings  decreased  by $208.0  million  ($320.0  million  pre-tax) as a
        result of  strengthening  DI reserves by $175.0  million and writing off
        unamortized DAC of $145.0 million related to DI products issued prior to
        July 1993. The determination of DI reserves requires making  assumptions
        and estimates relating to a variety of factors,  including morbidity and
        interest  rates,  claims  experience and lapse rates based on then known
        facts and circumstances. Such factors as claim incidence and termination
        rates can be affected by changes in the economic,  legal and  regulatory
        environments and work ethic.  While management  believes its 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.                                                    

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        Claim  reserves and associated  liabilities  for individual DI and major
        medical  policies were $886.7 million and $869.4 million at December 31,
        1997 and  1996,  respectively.  Incurred  benefits  (benefits  paid plus
        changes in claim reserves) and benefits paid for individual DI and major
        medical  policies   (excluding   reserve   strengthening  in  1996)  are
summarized as follows:                                          

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Incurred benefits related to current year..........  $       190.2      $      189.0      $      176.0    
Incurred benefits related to prior years...........            2.1              69.1              67.8    
                                                    -----------------  ----------------  -----------------
Total Incurred Benefits............................  $       192.3      $      258.1      $      243.8    
                                                    =================  ================  =================

Benefits paid related to current year..............  $        28.8      $       32.6      $       37.0    
Benefits paid related to prior years...............          146.2             153.3             137.8    
                                                    -----------------  ----------------  -----------------
Total Benefits Paid................................  $       175.0      $      185.9      $      174.8    
                                                    =================  ================  =================

Policyholders' Dividends                                        

        The amount of  policyholders'  dividends to be paid (including  those on
        policies  included  in the  Closed  Block)  is  determined  annually  by
        Equitable   Life's  board  of  directors.   The   aggregate   amount  of
        policyholders'  dividends  is  related  to actual  interest,  mortality,
        morbidity  and expense  experience  for the year and  judgment as to the
        appropriate level of statutory surplus to be retained by Equitable Life.

        At December 31, 1997,  participating  policies,  including  those in the
        Closed Block, represent  approximately 21.2% ($50.2 billion) of directly
written life insurance in force, net of amounts ceded.          

Federal Income Taxes                                            

        The  Company  files a  consolidated  Federal  income tax return with the
        Holding  Company  and its  consolidated  subsidiaries.  Current  Federal
        income  taxes are charged or credited to  operations  based upon amounts
        estimated to be payable or recoverable as a result of taxable operations
        for the current year.  Deferred  income tax assets and  liabilities  are
        recognized based on the difference between financial  statement carrying
        amounts  and income tax bases of assets and  liabilities  using  enacted
income tax rates and laws.                                      

Separate Accounts                                               

        Separate  Accounts are established in conformity with the New York State
        Insurance Law and generally are not  chargeable  with  liabilities  that
        arise from any other business of the Insurance Group.  Separate Accounts
        assets  are  subject to General  Account  claims  only to the extent the
value of such assets exceeds Separate Accounts liabilities.     

        Assets  and  liabilities  of the  Separate  Accounts,  representing  net
        deposits  and  accumulated  net  investment  earnings  less  fees,  held
        primarily  for  the  benefit  of  contractholders,  and  for  which  the
        Insurance Group does not bear the investment risk, are shown as separate
        captions in the consolidated  balance sheets.  The Insurance Group bears
        the investment risk on assets held in one Separate  Account,  therefore,
        such assets are carried on the same basis as similar  assets held in the
        General Account  portfolio.  Assets held in the other Separate  Accounts
        are carried at quoted  market  values or,  where  quoted  values are not
        available,  at  estimated  fair values as  determined  by the  Insurance
Group.                                                          

        The investment results of Separate Accounts on which the Insurance Group
        does not bear the  investment  risk are  reflected  directly in Separate
        Accounts  liabilities.  For 1997, 1996 and 1995,  investment  results of
        such  Separate  Accounts  were $3,411.1  million,  $2,970.6  million and
$1,963.2 million, respectively.                                 

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        Deposits to Separate  Accounts  are  reported as  increases  in Separate
        Accounts liabilities and are not reported in revenues. Mortality, policy
        administration  and  surrender  charges  on all  Separate  Accounts  are
included in revenues.                                           

Employee Stock Option Plan                                      

        The Company  accounts for stock  option  plans  sponsored by the Holding
        Company,   DLJ  and  Alliance  in  accordance  with  the  provisions  of
        Accounting  Principles  Board Opinion  ("APB") No. 25,  "Accounting  for
        Stock Issued to Employees," and related  interpretations.  In accordance
        with the opinion,  compensation expense is recorded on the date of grant
        only if the current  market price of the  underlying  stock  exceeds the
        exercise  price.  See  Note  21 for the pro  forma  disclosures  for the
        Holding Company,  DLJ and Alliance required by SFAS No. 123, "Accounting
for Stock-Based Compensation".                                  

3)     INVESTMENTS                                                            

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

                                                        [Enlarge/Download Table]


                                                                Gross               Gross                         
                                           Amortized          Unrealized         Unrealized         Estimated     
                                              Cost              Gains              Losses           Fair Value    
                                        -----------------  -----------------   ----------------  -----------------
                                                                      (In Millions)                               
                                                                                                                  
December 31, 1997                                                                                                 
Fixed Maturities:                                                                                                 
  Available for Sale:                                                                                             
    Corporate..........................  $    14,230.3      $       785.0       $       74.5      $    14,940.8   
    Mortgage-backed....................        1,702.8               23.5                1.3            1,725.0   
    U.S. Treasury securities and                                                                                  
      U.S. government and                                                                                         
      agency securities................        1,583.2               83.9                 .6            1,666.5   
    States and political subdivisions..          673.0                6.8                 .1              679.7   
    Foreign governments................          442.4               44.8                2.0              485.2   
    Redeemable preferred stock.........          128.0                6.7                1.0              133.7   
                                        -----------------  -----------------   ----------------  -----------------
Total Available for Sale...............  $    18,759.7      $       950.7       $       79.5      $    19,630.9   
                                        =================  =================   ================  =================
Equity Securities:                                                                                                
  Common stock.........................  $       408.4      $        48.7       $       15.0      $       442.1   
                                        =================  =================   ================  =================
December 31, 1996                                                                                                 
Fixed Maturities:                                                                                                 
  Available for Sale:                                                                                             
    Corporate..........................  $    13,645.2      $       451.5       $      121.0      $    13,975.7   
    Mortgage-backed....................        2,015.9               11.2               20.3            2,006.8   
    U.S. Treasury securities and                                                                                  
      U.S. government and                                                                                         
      agency securities................        1,539.4               39.2               19.3            1,559.3   
    States and political subdivisions..           77.0                4.5                -                 81.5   
    Foreign governments................          302.6               18.0                2.2              318.4   
    Redeemable preferred stock.........          139.1                3.3                7.1              135.3   
                                        -----------------  -----------------   ----------------  -----------------
Total Available for Sale...............  $    17,719.2      $       527.7       $      169.9      $    18,077.0   
                                        =================  =================   ================  =================
Equity Securities:                                                                                                
  Common stock.........................  $       362.0      $        49.3       $       17.7      $       393.6   
                                        =================  =================   ================  =================

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        For publicly traded fixed  maturities and equity  securities,  estimated
        fair  value  is  determined  using  quoted  market  prices.   For  fixed
        maturities without a readily ascertainable market value, the Company has
        determined  an  estimated  fair  value  using  a  discounted  cash  flow
        approach,  including  provisions for credit risk, generally based on the
        assumption  such  securities  will be held to maturity.  Estimated  fair
        values for equity  securities,  substantially all of which do not have a
        readily ascertainable market value, have been determined by the Company.
        Such estimated fair values do not  necessarily  represent the values for
        which  these  securities  could  have  been  sold  at the  dates  of the
        consolidated  balance sheets. At December 31, 1997 and 1996,  securities
        without a readily ascertainable market value having an amortized cost of
        $3,759.2 million and $3,915.7 million,  respectively, had estimated fair
values of $3,903.9 million and $4,024.6 million, respectively.  

      The contractual maturity of bonds at December 31, 1997 is shown below:

                                                        [Enlarge/Download Table]


                                                                                Available for Sale          
                                                                        ------------------------------------
                                                                           Amortized          Estimated     
                                                                             Cost             Fair Value    
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Due in one year or less................................................  $      149.9       $      151.3    
Due in years two through five..........................................       2,962.8            3,025.2    
Due in years six through ten...........................................       6,863.9            7,093.0    
Due after ten years....................................................       6,952.3            7,502.7    
Mortgage-backed securities.............................................       1,702.8            1,725.0    
                                                                        ----------------   -----------------
Total..................................................................  $   18,631.7       $   19,497.2    
                                                                        ================   =================

        Bonds not due at a single  maturity date have been included in the above
        table in the year of final maturity.  Actual maturities will differ from
        contractual  maturities  because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.

        The  Insurance  Group's fixed  maturity  investment  portfolio  includes
        corporate high yield  securities  consisting of public high yield bonds,
        redeemable  preferred  stocks and directly  negotiated debt in leveraged
        buyout  transactions.  The Insurance  Group seeks to minimize the higher
        than normal credit risks  associated  with such securities by monitoring
        the total  investments  in any single  issuer or total  investment  in a
        particular  industry  group.  Certain  of  these  corporate  high  yield
        securities are classified as other than investment  grade by the various
        rating  agencies,  i.e., a rating below Baa or National  Association  of
        Insurance Commissioners ("NAIC") designation of 3 (medium grade), 4 or 5
        (below  investment  grade) or 6 (in or near  default).  At December  31,
        1997,  approximately 17.85% of the $18,610.6 million aggregate amortized
        cost of bonds held by the  Insurance  Group were  considered to be other
than investment grade.                                          

        In addition to its  holdings of  corporate  high yield  securities,  the
        Insurance Group is an equity investor in limited  partnership  interests
        which  primarily  invest  in  securities  considered  to be  other  than
investment grade.                                               

        Fixed maturity  investments with  restructured or modified terms are not
material.                                                       

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    Investment valuation allowances and changes thereto are shown below:

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Balances, beginning of year........................  $       137.1      $      325.3      $      284.9    
SFAS No. 121 release...............................            -              (152.4)              -      
Additions charged to income........................          334.6             125.0             136.0    
Deductions for writedowns and                                                                             
  asset dispositions...............................          (87.2)           (160.8)            (95.6)   
                                                    -----------------  ----------------  -----------------
Balances, End of Year..............................  $       384.5      $      137.1      $      325.3    
                                                    =================  ================  =================

Balances, end of year comprise:                                                                           
  Mortgage loans on real estate....................  $        55.8      $       50.4      $       65.5    
  Equity real estate...............................          328.7              86.7             259.8    
                                                    -----------------  ----------------  -----------------
Total..............................................  $       384.5      $      137.1      $      325.3    
                                                    =================  ================  =================

        At December 31, 1997, the carrying  values of  investments  held for the
        production  of income  which were  non-income  producing  for the twelve
        months preceding the consolidated  balance sheet date were $12.6 million
     of fixed maturities and $.9 million of mortgage loans on real estate.

        At  December  31,  1997 and 1996,  mortgage  loans on real  estate  with
        scheduled payments 60 days (90 days for agricultural  mortgages) or more
        past due or in  foreclosure  (collectively,  "problem  mortgage loans on
        real  estate") had an  amortized  cost of $23.4  million  (0.9% of total
        mortgage loans on real estate) and $12.4 million (0.4% of total mortgage
loans on real estate), respectively.                            

        The payment terms of mortgage loans on real estate may from time to time
        be  restructured or modified.  The investment in  restructured  mortgage
        loans on real  estate,  based on  amortized  cost,  amounted  to  $183.4
        million and $388.3 million at December 31, 1997 and 1996,  respectively.
        Gross interest income on restructured mortgage loans on real estate that
        would have been recorded in accordance  with the original  terms of such
        loans  amounted to $17.2  million,  $35.5  million and $52.1  million in
        1997, 1996 and 1995, respectively.  Gross interest income on these loans
        included  in net  investment  income  aggregated  $12.7  million,  $28.2
million and $37.4 million in 1997, 1996 and 1995, respectively. 

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
related provision for losses were as follows:                   

                                                        [Enlarge/Download Table]


                                                                                 December 31,               
                                                                    ----------------------------------------
                                                                           1997                 1996        
                                                                    -------------------  -------------------
                                                                                 (In Millions)              
                                                                                                            
Impaired mortgage loans with provision for losses..................  $        196.7       $        340.0    
Impaired mortgage loans without provision for losses...............             3.6                122.3    
                                                                    -------------------  -------------------
Recorded investment in impaired mortgage loans.....................           200.3                462.3    
Provision for losses...............................................           (51.8)               (46.4)   
                                                                    -------------------  -------------------
Net Impaired Mortgage Loans........................................  $        148.5       $        415.9    
                                                                    ===================  ===================

        Impaired mortgage loans without provision for losses are loans where the
        fair value of the  collateral  or the net present  value of the expected
        future cash flows  related to the loan  equals or exceeds  the  recorded
        investment.  Interest income earned on loans where the collateral  value
        is used to measure  impairment  is recorded  on a cash  basis.  Interest
        income  on loans  where the  present  value  method  is used to  measure
        impairment  is accrued on the net  carrying  value amount of the loan at
        the  interest  rate used to  discount  the cash  flows.  Changes  in the
        present  value  attributable  to  changes  in the  amount  or  timing of
expected cash flows are reported as investment gains or losses. 

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        During 1997, 1996 and 1995, respectively, the Company's average recorded
        investment in impaired mortgage loans was $246.9 million, $552.1 million
        and  $429.0  million.  Interest  income  recognized  on  these  impaired
        mortgage  loans totaled $15.2  million,  $38.8 million and $27.9 million
        ($2.3  million,  $17.9  million and $13.4  million  recognized on a cash
basis) for 1997, 1996 and 1995, respectively.                   

        The Insurance Group's investment in equity real estate is through direct
        ownership  and through  investments  in real estate joint  ventures.  At
        December  31, 1997 and 1996,  the  carrying  value of equity real estate
        held  for  sale  amounted  to  $1,023.5   million  and  $345.6  million,
        respectively.  For 1997,  1996 and 1995,  respectively,  real  estate of
        $152.0  million,  $58.7  million  and  $35.3  million  was  acquired  in
        satisfaction  of debt. At December 31, 1997 and 1996,  the Company owned
        $693.3 million and $771.7 million, respectively, of real estate acquired
in satisfaction of debt.                                        

        Depreciation of real estate is computed using the  straight-line  method
        over the estimated useful lives of the properties, which generally range
        from 40 to 50 years.  Accumulated depreciation on real estate was $541.1
        million and $587.5 million at December 31, 1997 and 1996,  respectively.
        Depreciation expense on real estate totaled $74.9 million, $91.8 million
and $121.7 million for 1997, 1996 and 1995, respectively.       

4)     JOINT VENTURES AND PARTNERSHIPS                                        

        Summarized combined financial information for real estate joint ventures
        (29 and 34  individual  ventures  as of  December  31,  1997  and  1996,
        respectively) and for limited partnership  interests accounted for under
        the equity  method,  in which the  Company  has an  investment  of $10.0
        million  or  greater  and an equity  interest  of 10% or  greater  is as
follows:                                                        

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            

                                                                                                            
BALANCE SHEETS                                                                                              
Investments in real estate, at depreciated cost........................  $    1,700.9       $    1,883.7    
Investments in securities, generally at estimated fair value...........       1,374.8            2,430.6    
Cash and cash equivalents..............................................         105.4               98.0    
Other assets...........................................................         584.9              427.0    
                                                                        ----------------   -----------------
Total Assets...........................................................  $    3,766.0       $    4,839.3    
                                                                        ================   =================

Borrowed funds - third party...........................................  $      493.4       $    1,574.3    
Borrowed funds - the Company...........................................          31.2              137.9    
Other liabilities......................................................         284.0              415.8    
                                                                        ----------------   -----------------
Total liabilities......................................................         808.6            2,128.0    
                                                                        ----------------   -----------------

Partners' capital......................................................       2,957.4            2,711.3    
                                                                        ----------------   -----------------

Total Liabilities and Partners' Capital................................  $    3,766.0       $    4,839.3    
                                                                        ================   =================

Equity in partners' capital included above.............................  $      568.5       $      806.8    
Equity in limited partnership interests not included above.............         331.8              201.8    
Other..................................................................           4.3                9.8    
                                                                        ----------------   -----------------
Carrying Value.........................................................  $      904.6       $    1,018.4    
                                                                        ================   =================

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                                                        [Enlarge/Download Table]

                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
STATEMENTS OF EARNINGS                                                                                    
Revenues of real estate joint ventures.............  $       310.5      $      348.9      $      463.5    
Revenues of other limited partnership interests....          506.3             386.1             242.3    
Interest expense - third party.....................          (91.8)           (111.0)           (135.3)   
Interest expense - the Company.....................           (7.2)            (30.0)            (41.0)   
Other expenses.....................................         (263.6)           (282.5)           (397.7)   
                                                    -----------------  ----------------  -----------------
Net Earnings.......................................  $       454.2      $      311.5      $      131.8    
                                                    =================  ================  =================

Equity in net earnings included above..............  $        76.7      $       73.9      $       49.1    
Equity in net earnings of limited partnerships                                                            
  interests not included above.....................           69.5              35.8              44.8    
Other..............................................            (.9)               .9               1.0    
                                                                                         -----------------
                                                    -----------------  ----------------  -----------------
Total Equity in Net Earnings.......................  $       145.3      $      110.6      $       94.9    
                                                    =================  ================  =================

5)     NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)                    

The sources of net investment income are summarized as follows: 

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Fixed maturities...................................  $     1,459.4      $    1,307.4      $    1,151.1    
Mortgage loans on real estate......................          260.8             303.0             329.0    
Equity real estate.................................          390.4             442.4             560.4    
Other equity investments...........................          156.9             122.0              76.9    
Policy loans.......................................          177.0             160.3             144.4    
Other investment income............................          181.7             217.4             273.0    
                                                    -----------------  ----------------  -----------------

  Gross investment income..........................        2,626.2           2,552.5           2,534.8    
                                                    -----------------  ----------------  -----------------

  Investment expenses..............................          343.4             348.9             446.6    
                                                    -----------------  ----------------  -----------------

Net Investment Income..............................  $     2,282.8      $    2,203.6      $    2,088.2    
                                                    =================  ================  =================

        Investment  gains  (losses),  net,  including  changes in the  valuation
allowances, are summarized as follows:                          

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Fixed maturities...................................  $        88.1      $       60.5      $      119.9    
Mortgage loans on real estate......................          (11.2)            (27.3)            (40.2)   
Equity real estate.................................         (391.3)            (79.7)            (86.6)   
Other equity investments...........................           14.1              18.9              12.8    
Sale of subsidiaries...............................          252.1               -                 -      
Issuance and sales of Alliance Units...............            -                20.6               -      
Other..............................................            3.0              (2.8)              (.6)   
                                                    -----------------  ----------------  -----------------
Investment (Losses) Gains, Net.....................  $       (45.2)     $       (9.8)     $        5.3    
                                                    =================  ================  =================

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        Writedowns of fixed maturities amounted to $11.7 million,  $29.9 million
        and $46.7 million for 1997, 1996 and 1995, respectively,  and writedowns
        of  equity  real  estate  subsequent  to the  adoption  of SFAS No.  121
        amounted  to  $136.4  million  and  $23.7  million  for 1997  and  1996,
        respectively.  In the fourth quarter of 1997,  the Company  reclassified
        $1,095.4 million depreciated cost of equity real estate from real estate
        held  for the  production  of  income  to real  estate  held  for  sale.
        Additions to valuation  allowances of $227.6  million were recorded upon
        these transfers.  Additionally in the fourth quarter,  $132.3 million of
      writedowns on real estate held for production of income were recorded.

        For 1997,  1996 and 1995,  respectively,  proceeds  received on sales of
        fixed  maturities  classified as available for sale amounted to $9,789.7
        million,  $8,353.5 million and $8,206.0  million.  Gross gains of $166.0
        million,  $154.2  million and $211.4  million and gross losses of $108.8
        million, $92.7 million and $64.2 million, respectively, were realized on
        these sales. The change in unrealized  investment gains (losses) related
        to fixed maturities  classified as available for sale for 1997, 1996 and
        1995 amounted to $513.4 million,  $(258.0) million and $1,077.2 million,
respectively.                                                   

        For 1997,  1996 and 1995,  investment  results passed through to certain
        participating   group   annuity   contracts  as  interest   credited  to
        policyholders'  account  balances  amounted  to $137.5  million,  $136.7
million and $131.2 million, respectively.                       

        On June 10, 1997,  Equitable Life sold EREIM (other than its interest in
        Column Financial, Inc.) ("ERE") to Lend Lease Corporation Limited ("Lend
        Lease"),  a  publicly  traded,   international  property  and  financial
        services  company based in Sydney,  Australia.  The total purchase price
        was $400.0  million and consisted of $300.0 million in cash and a $100.0
        million note maturing in eight years and bearing interest at the rate of
        7.4%,  subject to certain  adjustments.  Equitable  Life  recognized  an
        investment  gain of $162.4  million,  net of Federal income tax of $87.4
        million as a result of this  transaction.  Equitable  Life  entered into
        long-term  advisory  agreements  whereby  ERE will  continue  to provide
        substantially  the same services to Equitable Life's General Account and
        Separate Accounts, for substantially the same fees, as provided prior to
the sale.                                                       

        Through  June 10, 1997 and the years ended  December  31, 1996 and 1995,
        respectively,  the businesses sold reported  combined  revenues of $91.6
        million,  $226.1 million and $245.6 million and combined net earnings of
        $10.7 million,  $30.7 million and $27.9 million.  Total combined  assets
        and liabilities as reported at December 31, 1996 were $171.8 million and
$130.1 million, respectively.                                   

        In  1996,  Alliance  acquired  the  business  of  Cursitor-Eaton   Asset
        Management   Company  and  Cursitor   Holdings  Limited   (collectively,
        "Cursitor")  for  approximately   $159.0  million.  The  purchase  price
        consisted of $94.3 million in cash,  1.8 million of Alliance's  publicly
        traded units  ("Alliance  Units"),  6% notes  aggregating  $21.5 million
        payable   ratably   over  four   years,   and   substantial   additional
        consideration  to be  determined  at a later  date.  The  excess  of the
        purchase price, including acquisition costs and minority interest,  over
        the  fair  value of  Cursitor's  net  assets  acquired  resulted  in the
        recognition  of  intangible  assets  consisting  of  costs  assigned  to
        contracts  acquired and  goodwill of  approximately  $122.8  million and
        $38.3 million,  respectively.  The Company recognized an investment gain
        of $20.6  million as a result of the issuance of Alliance  Units in this
        transaction.  On June 30, 1997,  Alliance  reduced the recorded value of
        goodwill  and  contracts  associated  with  Alliance's   acquisition  of
        Cursitor by $120.9 million.  This charge reflected  Alliance's view that
        Cursitor's continuing decline in assets under management and its reduced
        profitability,  resulting from relative investment underperformance,  no
        longer supported the carrying value of its investment.  As a result, the
        Company's  earnings from continuing  operations before cumulative effect
        of accounting change for 1997 included a charge of $59.5 million, net of
        a Federal  income tax benefit of $10.0 million and minority  interest of
        $51.4  million.  The  remaining  balance of  intangible  assets is being
        amortized  over its estimated  useful life of 20 years.  At December 31,
        1997, the Company's ownership of Alliance Units was approximately 56.9%.

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        Net unrealized  investment gains (losses),  included in the consolidated
        balance  sheets  as a  component  of  equity  and  the  changes  for the
corresponding years, are summarized as follows:                 

                                                        [Enlarge/Download Table]

                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Balance, beginning of year.........................  $       189.9      $      396.5      $     (220.5)   
Changes in unrealized investment gains (losses)....          543.3            (297.6)          1,198.9    
Changes in unrealized investment losses                                                                   
  (gains) attributable to:                                                                                
    Participating group annuity contracts..........           53.2               -               (78.1)   
    DAC............................................          (89.0)             42.3            (216.8)   
    Deferred Federal income taxes..................         (163.8)             48.7            (287.0)   
                                                    -----------------  ----------------  -----------------
Balance, End of Year...............................  $       533.6      $      189.9      $      396.5    
                                                    =================  ================  =================

Balance, end of year comprises:                                                                           
  Unrealized investment gains on:                                                                         
    Fixed maturities...............................  $       871.2      $      357.8      $      615.9    
    Other equity investments.......................           33.7              31.6              31.1    
    Other, principally Closed Block................           80.9              53.1              93.1    
                                                    -----------------  ----------------  -----------------
      Total........................................          985.8             442.5             740.1    
  Amounts of unrealized investment gains                                                                  
    attributable to:                                                                                      
      Participating group annuity contracts........          (19.0)            (72.2)            (72.2)   
      DAC..........................................         (141.0)            (52.0)            (94.3)   
      Deferred Federal income taxes................         (292.2)           (128.4)           (177.1)   
                                                    -----------------  ----------------  -----------------
Total..............................................  $       533.6      $      189.9      $      396.5    
                                                    =================  ================  =================

6)      CLOSED BLOCK                                                            

Summarized financial information for the Closed Block follows:  

                                                        [Enlarge/Download Table]


                                                                                  December 31,              
                                                                      --------------------------------------
                                                                            1997                 1996       
                                                                      -----------------    -----------------
                                                                                  (In Millions)             
                                                                                                            
Assets                                                                                                      
Fixed Maturities:                                                                                           
  Available for sale, at estimated fair value (amortized cost,                                              
    $4,059.4 and $3,820.7)...........................................  $    4,231.0         $    3,889.5    
Mortgage loans on real estate........................................       1,341.6              1,380.7    
Policy loans.........................................................       1,700.2              1,765.9    
Cash and other invested assets.......................................         282.7                336.1    
DAC..................................................................         775.2                876.5    
Other assets.........................................................         235.9                246.3    
                                                                      -----------------    -----------------
Total Assets.........................................................  $    8,566.6         $    8,495.0    
                                                                      =================    =================

Liabilities                                                                                                 
Future policy benefits and policyholders' account balances...........  $    8,993.2         $    8,999.7    
Other liabilities....................................................          80.5                 91.6    
                                                                      -----------------    -----------------
Total Liabilities....................................................  $    9,073.7         $    9,091.3    
                                                                      =================    =================

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                                                        [Enlarge/Download Table]

                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Revenues                                                                                                  
Premiums and other revenue.........................  $       687.1      $      724.8      $      753.4    
Investment income (net of investment                                                                      
  expenses of $27.0, $27.3 and $26.7)..............          574.9             546.6             538.9    
Investment losses, net.............................          (42.4)             (5.5)            (20.2)   
                                                    -----------------  ----------------  -----------------
      Total revenues...............................        1,219.6           1,265.9           1,272.1    
                                                    -----------------  ----------------  -----------------

Benefits and Other Deductions                                                                             
Policyholders' benefits and dividends..............        1,066.7           1,106.3           1,077.6    
Other operating costs and expenses.................           50.4              34.6              51.3    
                                                    -----------------  ----------------  -----------------
      Total benefits and other deductions..........        1,117.1           1,140.9           1,128.9    
                                                    -----------------  ----------------  -----------------

Contribution from the Closed Block.................  $       102.5      $      125.0      $      143.2    
                                                    =================  ================  =================

        At December 31, 1997 and 1996, problem mortgage loans on real estate had
        an amortized  cost of $8.1 million and $4.3 million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had an amortized cost of $70.5 million and $114.2 million,
        respectively.  At December 31, 1996, the restructured  mortgage loans on
        real estate  amount  included $.7 million of problem  mortgage  loans on
real estate.                                                    

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
related provision for losses were as follows:                   

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Impaired mortgage loans with provision for losses......................  $       109.1      $       128.1   
Impaired mortgage loans without provision for losses...................             .6                 .6   
                                                                        ----------------   -----------------
Recorded investment in impaired mortgages..............................          109.7              128.7   
Provision for losses...................................................          (17.4)             (12.9)  
                                                                        ----------------   -----------------
Net Impaired Mortgage Loans............................................  $        92.3      $       115.8   
                                                                        ================   =================

        During  1997,  1996  and  1995,  the  Closed  Block's  average  recorded
        investment in impaired mortgage loans was $110.2 million, $153.8 million
        and $146.9 million,  respectively.  Interest income  recognized on these
        impaired  mortgage  loans totaled $9.4  million,  $10.9 million and $5.9
        million  ($4.1  million,  $4.7 million and $1.3 million  recognized on a
cash basis) for 1997, 1996 and 1995, respectively.              

        Valuation  allowances  amounted to $18.5  million  and $13.8  million on
        mortgage  loans on real  estate and $16.8  million  and $3.7  million on
        equity real estate at December  31, 1997 and 1996,  respectively.  As of
        January  1,  1996,  the  adoption  of  SFAS  No.  121  resulted  in  the
        recognition of impairment losses of $5.6 million on real estate held for
        production of income.  Writedowns of fixed  maturities  amounted to $3.5
        million,  $12.8  million  and $16.8  million  for  1997,  1996 and 1995,
        respectively  and  writedowns  of equity real estate  subsequent  to the
adoption of SFAS No. 121 amounted to $28.8 million for 1997.    

        In the fourth quarter of 1997, $72.9 million  depreciated cost of equity
        real estate held for  production  of income was  reclassified  to equity
        real estate held for sale.  Additions to valuation  allowances  of $15.4
        million were recorded upon these transfers.  Additionally, in the fourth
        quarter,  $28.8 million of writedowns on real estate held for production
of income were recorded.                                        

        Many  expenses  related  to  Closed  Block  operations  are  charged  to
        operations  outside of the Closed Block;  accordingly,  the contribution
        from the Closed Block does not represent the actual profitability of the
        Closed Block  operations.  Operating  costs and expenses  outside of the
        Closed Block are, therefore, disproportionate to the business outside of
the Closed Block.                                               

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7)     DISCONTINUED OPERATIONS                                                

     Summarized financial information for discontinued operations follows:

                                                        [Enlarge/Download Table]


                                                                                  December 31,              
                                                                      --------------------------------------
                                                                            1997                 1996       
                                                                      -----------------    -----------------
                                                                                  (In Millions)             

                                                                                                            
Assets                                                                                                      
Mortgage loans on real estate........................................  $      655.5         $    1,111.1    
Equity real estate...................................................         655.6                925.6    
Other equity investments.............................................         209.3                300.5    
Short-term investments...............................................         102.0                 63.2    
Other invested assets................................................          41.9                 50.9    
                                                                      -----------------    -----------------
  Total investments..................................................       1,664.3              2,451.3    
Cash and cash equivalents............................................         106.8                 42.6    
Other assets.........................................................         253.9                242.9    
                                                                      -----------------    -----------------
Total Assets.........................................................  $    2,025.0         $    2,736.8    
                                                                      =================    =================

Liabilities                                                                                                 
Policyholders' liabilities...........................................  $    1,048.3         $    1,335.9    
Allowance for future losses..........................................         259.2                262.0    
Amounts due to continuing operations.................................         572.8                996.2    
Other liabilities....................................................         144.7                142.7    
                                                                      -----------------    -----------------
Total Liabilities....................................................  $    2,025.0         $    2,736.8    
                                                                      =================    =================

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Revenues                                                                                                  
Investment income (net of investment                                                                      
  expenses of $97.3, $127.5 and $153.1)............  $       188.6      $      245.4      $      323.6    
Investment losses, net.............................         (173.7)            (18.9)            (22.9)   
Policy fees, premiums and other income.............             .2                .2                .7    
                                                    -----------------  ----------------  -----------------
Total revenues.....................................           15.1             226.7             301.4    

Benefits and other deductions......................          169.5             250.4             326.5    
Losses charged to allowance for future losses......         (154.4)            (23.7)            (25.1)   
                                                    -----------------  ----------------  -----------------
Pre-tax loss from operations.......................            -                 -                 -      
Pre-tax loss from strengthening of the                                                                    
  allowance for future losses......................         (134.1)           (129.0)              -      
Federal income tax benefit.........................           46.9              45.2               -      
                                                    -----------------  ----------------  -----------------
Loss from Discontinued Operations..................  $       (87.2)     $      (83.8)     $        -      
                                                    =================  ================  =================

        The Company's  quarterly process for evaluating the allowance for future
        losses  applies  the  current   period's  results  of  the  discontinued
        operations  against  the  allowance,  re-estimates  future  losses,  and
        adjusts the  allowance,  if  appropriate.  Additionally,  as part of the
        Company's  annual  planning  process  which  takes  place in the  fourth
        quarter of each year,  investment and benefit cash flow  projections are
        prepared.  These updated  assumptions and estimates resulted in the need
to strengthen the allowance in 1997 and 1996, respectively.     

        In the fourth quarter of 1997, $329.9 million depreciated cost of equity
        real estate was reclassified from equity real estate held for production
        of  income  to  real  estate  held  for  sale.  Additions  to  valuation
        allowances  of $79.8  million  were  recognized  upon  these  transfers.
        Additionally,  in the fourth quarter, $92.5 million of writedown on real
estate held for production of income were recognized.           

        Benefits and other deductions includes $53.3 million, $114.3 million and
        $154.6  million of interest  expense  related to amounts  borrowed  from
continuing operations in 1997, 1996 and 1995, respectively.     

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        Valuation  allowances  amounted  to $28.4  million  and $9.0  million on
        mortgage  loans on real estate and $88.4  million  and $20.4  million on
        equity real estate at December  31, 1997 and 1996,  respectively.  As of
        January 1, 1996,  the  adoption of SFAS No. 121 resulted in a release of
        existing valuation allowances of $71.9 million on equity real estate and
        recognition  of  impairment  losses of $69.8 million on real estate held
        for production of income. Writedowns of equity real estate subsequent to
        the adoption of SFAS No. 121 amounted to $95.7 million and $12.3 million
for 1997 and 1996, respectively.                                

        At December 31, 1997 and 1996, problem mortgage loans on real estate had
        amortized  costs of $11.0  million and $7.9 million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had amortized  costs of $109.4 million and $208.1 million,
respectively.                                                   

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
related provision for losses were as follows:                   

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            

                                                                                                            
Impaired mortgage loans with provision for losses......................  $       101.8      $        83.5   
Impaired mortgage loans without provision for losses...................             .2               15.0   
                                                                        ----------------   -----------------
Recorded investment in impaired mortgages..............................          102.0               98.5   
Provision for losses...................................................          (27.3)              (8.8)  
                                                                        ----------------   -----------------
Net Impaired Mortgage Loans............................................  $        74.7      $        89.7   
                                                                        ================   =================

        During  1997,  1996  and  1995,  the  discontinued  operations'  average
        recorded investment in impaired mortgage loans was $89.2 million, $134.8
        million and $177.4 million, respectively.  Interest income recognized on
        these impaired  mortgage  loans totaled $6.6 million,  $10.1 million and
        $4.5 million ($5.3 million, $7.5 million and $.4 million recognized on a
cash basis) for 1997, 1996 and 1995, respectively.              

        At December  31, 1997 and 1996,  discontinued  operations  had  carrying
        values of $156.2  million  and  $263.0  million,  respectively,  of real
estate acquired in satisfaction of debt.                        

8)      SHORT-TERM AND LONG-TERM DEBT                                           

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

                                                        [Enlarge/Download Table]


                                                                                  December 31,              
                                                                      --------------------------------------
                                                                            1997                 1996       
                                                                      -----------------    -----------------
                                                                                  (In Millions)             
                                                                                                            
Short-term debt......................................................  $      422.2         $      174.1    
                                                                      -----------------    -----------------
Long-term debt:                                                                                             
Equitable Life:                                                                                             
  6.95% surplus notes scheduled to mature 2005.......................         399.4                399.4    
  7.70% surplus notes scheduled to mature 2015.......................         199.7                199.6    
  Other..............................................................            .3                   .5    
                                                                      -----------------    -----------------
      Total Equitable Life...........................................         599.4                599.5    
                                                                      -----------------    -----------------
Wholly Owned and Joint Venture Real Estate:                                                                 
  Mortgage notes, 5.87% - 12.00% due through 2006....................         951.1                968.6    
                                                                      -----------------    -----------------
Alliance:                                                                                                   
  Other..............................................................          18.5                 24.7    
                                                                      -----------------    -----------------
Total long-term debt.................................................       1,569.0              1,592.8    
                                                                      -----------------    -----------------

Total Short-term and Long-term Debt..................................  $    1,991.2         $    1,766.9    
                                                                      =================    =================

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Short-term Debt                                                 

        Equitable  Life has a $350.0 million bank credit  facility  available to
        fund  short-term  working capital needs and to facilitate the securities
        settlement  process.  The  credit  facility  consists  of two  types  of
        borrowing  options with varying interest rates and expires in June 2000.
        The interest rates are based on external  indices  dependent on the type
        of borrowing  and at December 31, 1997 range from 5.88% to 8.50%.  There
        were no  borrowings  outstanding  under  this bank  credit  facility  at
December 31, 1997.                                              

        Equitable  Life has a  commercial  paper  program with an issue limit of
        $500.0 million. This program is available for general corporate purposes
        used to support  Equitable  Life's  liquidity  needs and is supported by
        Equitable  Life's  existing  $350.0  million  bank credit  facility.  At
    December 31, 1997, $50.0 million was outstanding under this program.

        During 1996,  Alliance entered into a $250.0 million five-year revolving
        credit facility with a group of banks. Under the facility,  the interest
        rate, at the option of Alliance, is a floating rate generally based upon
        a defined  prime rate,  a rate related to the London  Interbank  Offered
        Rate  ("LIBOR") or the Federal  funds rate. A facility fee is payable on
        the  total  facility.  The  revolving  credit  facility  will be used to
        provide back-up liquidity for Alliance's $250.0 million commercial paper
        program, to fund commission payments to financial intermediaries for the
        sale of Class B and C shares under Alliance's  mutual fund  distribution
        system, and for general working capital purposes.  At December 31, 1997,
        Alliance had $72.0 million in  commercial  paper  outstanding  and there
were no borrowings under the revolving credit facility.         

Long-term Debt                                                  

        Several of the long-term  debt  agreements  have  restrictive  covenants
        related  to the total  amount of debt,  net  tangible  assets  and other
matters. The Company is in compliance with all debt covenants.  

        On December 18, 1995,  Equitable Life issued, in accordance with Section
        1307 of the New York  Insurance  Law,  $400.0  million of surplus  notes
        having an interest rate of 6.95%  scheduled to mature in 2005 and $200.0
        million of surplus notes having an interest  rate of 7.70%  scheduled to
        mature  in 2015  (together,  the  "Surplus  Notes").  Proceeds  from the
        issuance  of the  Surplus  Notes  were  $596.6  million,  net of related
        issuance  costs.  Payments of interest on, or principal  of, the Surplus
Notes are subject to prior approval by the Superintendent.      

        The Company has pledged real estate, mortgage loans, cash and securities
        amounting to $1,164.0  million and $1,406.4 million at December 31, 1997
 and 1996, respectively, as collateral for certain long-term debt.

        At December 31, 1997,  aggregate  maturities of the long-term debt based
        on required  principal  payments at maturity for 1998 and the succeeding
        four  years are $565.8  million,  $201.4  million,  $8.6  million,  $1.7
      million and $1.8 million, respectively, and $790.6 million thereafter.

9)     FEDERAL INCOME TAXES                                                   

        A  summary  of the  Federal  income  tax  expense  in  the  consolidated
statements of earnings is shown below:                          

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Federal income tax expense (benefit):                                                                     
  Current..........................................  $       186.5      $       97.9      $      (11.7)   
  Deferred.........................................          (95.0)            (88.2)            132.2    
                                                    -----------------  ----------------  -----------------
Total..............................................  $        91.5      $        9.7      $      120.5    
                                                    =================  ================  =================

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        The Federal income taxes  attributable  to  consolidated  operations are
        different from the amounts determined by multiplying the earnings before
        Federal  income  taxes and  minority  interest by the  expected  Federal
        income  tax  rate of 35%.  The  sources  of the  difference  and the tax
effects of each are as follows:                                 

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Expected Federal income tax expense................  $       234.7      $       73.0      $      173.7    
Non-taxable minority interest......................          (38.0)            (28.6)            (22.0)   
Adjustment of tax audit reserves...................          (81.7)              6.9               4.1    
Equity in unconsolidated subsidiaries..............          (45.1)            (32.3)            (19.4)   
Other..............................................           21.6              (9.3)            (15.9)   
                                                    -----------------  ----------------  -----------------
Federal Income Tax Expense.........................  $        91.5      $        9.7      $      120.5    
                                                    =================  ================  =================

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

                                                        [Enlarge/Download Table]

                                               December 31, 1997                  December 31, 1996         
                                        ---------------------------------  ---------------------------------
                                            Assets         Liabilities         Assets         Liabilities   
                                        ---------------  ----------------  ---------------   ---------------
                                                                   (In Millions)                            

                                                                                                            
Compensation and related benefits......  $     257.9      $        -        $      259.2      $       -     
Other..................................         30.7               -                 -                1.8   
DAC, reserves and reinsurance..........          -               222.8               -              166.0   
Investments............................          -               405.7               -              328.6   
                                        ---------------  ----------------  ---------------   ---------------
Total..................................  $     288.6      $      628.5      $      259.2      $     496.4   
                                        ===============  ================  ===============   ===============

        The deferred Federal income taxes impacting  operations  reflect the net
        tax effects of temporary  differences  between the  carrying  amounts of
        assets and liabilities for financial  reporting purposes and the amounts
        used for income tax purposes. The sources of these temporary differences
and the tax effects of each are as follows:                     

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
DAC, reserves and reinsurance......................  $        46.2      $     (156.2)     $       63.3    
Investments........................................         (113.8)             78.6              13.0    
Compensation and related benefits..................            3.7              22.3              30.8    
Other..............................................          (31.1)            (32.9)             25.1    
                                                    -----------------  ----------------  -----------------
Deferred Federal Income Tax                                                                               
  (Benefit) Expense................................  $       (95.0)     $      (88.2)     $      132.2    
                                                    =================  ================  =================

        The Internal  Revenue Service (the "IRS") is in the process of examining
        the Company's consolidated Federal income tax returns for the years 1989
        through  1991.  Management  believes  these audits will have no material
adverse effect on the Company's results of operations.          

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10)     REINSURANCE AGREEMENTS                                                  

        The Insurance Group assumes and cedes  reinsurance  with other insurance
        companies.  The Insurance Group evaluates the financial condition of its
        reinsurers to minimize its exposure to significant losses from reinsurer
        insolvencies. Ceded reinsurance does not relieve the originating insurer
        of  liability.  The  effect of  reinsurance  (excluding  group  life and
health) is summarized as follows:                               

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Direct premiums....................................  $       448.6      $      461.4      $      474.2    
Reinsurance assumed................................          198.3             177.5             171.3    
Reinsurance ceded..................................          (45.4)            (41.3)            (38.7)   
                                                    -----------------  ----------------  -----------------
Premiums...........................................  $       601.5      $      597.6      $      606.8    
                                                    =================  ================  =================

Universal Life and Investment-type Product                                                                
  Policy Fee Income Ceded..........................  $        61.0      $       48.2      $       44.0    
                                                    =================  ================  =================
Policyholders' Benefits Ceded......................  $        70.6      $       54.1      $       48.9    
                                                    =================  ================  =================
Interest Credited to Policyholders' Account                                                               
  Balances Ceded...................................  $        36.4      $       32.3      $       28.5    
                                                    =================  ================  =================

        Effective  January 1, 1994, all in force business above $5.0 million was
        reinsured.   During  1996,  the  Company's   retention  limit  on  joint
        survivorship  policies was  increased to $15.0  million.  The  Insurance
        Group also reinsures the entire risk on certain substandard underwriting
risks as well as in certain other cases.                        

        The Insurance  Group cedes 100% of its group life and health business to
        a third party  insurance  company.  Premiums ceded totaled $1.6 million,
        $2.4 million and $260.6 million for 1997,  1996 and 1995,  respectively.
        Ceded death and disability benefits totaled $4.3 million,  $21.2 million
        and $188.1  million  for 1997,  1996 and 1995,  respectively.  Insurance
        liabilities  ceded totaled $593.8 million and $652.4 million at December
31, 1997 and 1996, respectively.                                

11)     EMPLOYEE BENEFIT PLANS                                                  

        The Company sponsors  qualified and non-qualified  defined benefit plans
        covering   substantially  all  employees  (including  certain  qualified
        part-time employees), managers and certain agents. The pension plans are
        non-contributory.  Equitable Life's benefits are based on a cash balance
        formula or years of service  and final  average  earnings,  if  greater,
        under certain grandfathering rules in the plans. Alliance's benefits are
        based on years of  credited  service,  average  final  base  salary  and
        primary social  security  benefits.  The Company's  funding policy is to
        make the minimum contribution required by the Employee Retirement Income
Security Act of 1974 ("ERISA").                                 

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

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Service cost.......................................  $        32.5      $       33.8      $       30.0    
Interest cost on projected benefit obligations.....          128.2             120.8             122.0    
Actual return on assets............................         (307.6)           (181.4)           (309.2)   
Net amortization and deferrals.....................          166.6              43.4             155.6    
                                                    -----------------  ----------------  -----------------
Net Periodic Pension Cost (Credit).................  $        19.7      $       16.6      $       (1.6)   
                                                    =================  ================  =================

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

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Actuarial present value of obligations:                                                                     
  Vested...............................................................  $    1,702.6       $    1,672.2    
  Non-vested...........................................................           3.9               10.1    
                                                                        ----------------   -----------------
Accumulated Benefit Obligation.........................................  $    1,706.5       $    1,682.3    
                                                                        ================   =================

Plan assets at fair value..............................................  $    1,867.4       $    1,626.0    
Projected benefit obligations..........................................       1,801.3            1,765.5    
                                                                        ----------------   -----------------
Projected benefit obligations (in excess of) or less than plan assets..          66.1             (139.5)   
Unrecognized prior service cost........................................          (9.9)             (17.9)   
Unrecognized net loss from past experience different                                                        
  from that assumed....................................................          95.0              280.0    
Unrecognized net asset at transition...................................           3.1                4.7    
Additional minimum liability...........................................           -                (19.3)   
                                                                        ----------------   -----------------
Prepaid  Pension Cost..................................................  $      154.3       $      108.0    
                                                                        ================   =================

        The  discount  rate and rate of increase in future  compensation  levels
        used in  determining  the actuarial  present value of projected  benefit
        obligations were 7.25% and 4.07%, respectively, at December 31, 1997 and
        7.5% and 4.25%,  respectively,  at December 31,  1996.  As of January 1,
        1997 and 1996,  the expected  long-term rate of return on assets for the
retirement plan was 10.25%.                                     

        The  Company  recorded,  as a  reduction  of  shareholders'  equity,  an
        additional minimum pension liability of $17.3 million and $12.9 million,
        net  of  Federal   income   taxes,   at  December  31,  1997  and  1996,
        respectively,  primarily  representing  the  excess  of the  accumulated
        benefit  obligation  of the  qualified  pension  plan  over the  accrued
liability.                                                      

        The  pension  plan's  assets  include   corporate  and  government  debt
        securities,  equity  securities,  equity real estate and shares of group
trusts managed by Alliance.                                     

        Prior to 1987, the qualified plan funded participants'  benefits through
        the purchase of non-participating annuity contracts from Equitable Life.
        Benefit payments under these contracts were approximately $33.2 million,
      $34.7 million and $36.4 million for 1997, 1996 and 1995, respectively.

        The  Company  provides  certain  medical  and  life  insurance  benefits
        (collectively,  "postretirement  benefits")  for  qualifying  employees,
        managers and agents  retiring from the Company (i) on or after attaining
        age 55 who  have at  least  10  years  of  service  or (ii) on or  after
        attaining  age 65 or (iii) whose jobs have been  abolished  and who have
        attained age 50 with 20 years of service.  The life  insurance  benefits
        are related to age and salary at retirement. The costs of postretirement
        benefits are  recognized in accordance  with the  provisions of SFAS No.
        106. The Company  continues to fund  postretirement  benefits costs on a
        pay-as-you-go  basis and,  for 1997,  1996 and 1995,  the  Company  made
        estimated  postretirement  benefits  payments  of $18.7  million,  $18.9
million and $31.1 million, respectively.                        

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        The  following  table  sets  forth the  postretirement  benefits  plan's
        status,  reconciled to amounts recognized in the Company's  consolidated
financial statements:                                           

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Service cost.......................................  $         4.5      $        5.3      $        4.0    
Interest cost on accumulated postretirement                                                               
  benefits obligation..............................           34.7              34.6              34.7    
Net amortization and deferrals.....................            1.9               2.4              (2.3)   
                                                    -----------------  ----------------  -----------------
Net Periodic Postretirement Benefits Costs.........  $        41.1      $       42.3      $       36.4    
                                                    =================  ================  =================

                                                        [Enlarge/Download Table]

                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Accumulated postretirement benefits obligation:                                                             
  Retirees.............................................................  $      388.5       $      381.8    
  Fully eligible active plan participants..............................          45.7               50.7    
  Other active plan participants.......................................          56.6               60.7    
                                                                        ----------------   -----------------
                                                                                490.8              493.2    
Unrecognized prior service cost........................................          40.3               50.5    
Unrecognized net loss from past experience different                                                        
  from that assumed and from changes in assumptions....................        (140.6)            (150.5)   
                                                                        ----------------   -----------------
Accrued Postretirement Benefits Cost...................................  $      390.5       $      393.2    
                                                                        ================   =================

        Since January 1, 1994,  costs to the Company for providing these medical
        benefits  available  to  retirees  under  age 65 are the  same as  those
        offered to active  employees and costs to the Company of providing these
        medical  benefits  will  be  limited  to  200%  of  1993  costs  for all
participants.                                                   

        The  assumed   health  care  cost  trend  rate  used  in  measuring  the
        accumulated  postretirement  benefits  obligation  was  8.75%  in  1997,
        gradually  declining  to 2.75% in the  year  2009 and in 1996 was  9.5%,
        gradually  declining to 3.5% in the year 2009. The discount rate used in
        determining the accumulated postretirement benefits obligation was 7.25%
and 7.50% at December 31, 1997 and 1996, respectively.          

        If the health care cost trend rate assumptions were increased by 1%, the
        accumulated  postretirement  benefits obligation as of December 31, 1997
        would be  increased  7%.  The  effect  of this  change on the sum of the
service cost and interest cost would be an increase of 8%.      

12)     DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS                     

Derivatives                                                     

        The Insurance Group primarily uses derivatives for asset/liability  risk
        management and for hedging individual securities. Derivatives mainly are
        utilized to reduce the  Insurance  Group's  exposure  to  interest  rate
        fluctuations.  Accounting for interest rate swap  transactions  is on an
        accrual   basis.   Gains  and  losses  related  to  interest  rate  swap
        transactions are amortized as yield  adjustments over the remaining life
        of the underlying  hedged  security.  Income and expense  resulting from
        interest rate swap  activities are reflected in net  investment  income.
        The  notional  amount of  matched  interest  rate swaps  outstanding  at
        December  31,  1997 and 1996,  respectively,  was  $1,353.4  million and
        $649.9 million.  The average unexpired terms at December 31, 1997 ranged
        from 1.5 to 3.8 years.  At December  31, 1997,  the cost of  terminating
        outstanding  matched  swaps in a loss position was $10.9 million and the
        unrealized  gain on  outstanding  matched  swaps in a gain  position was
        $38.9  million.  The  Company  has no  intention  of  terminating  these
        contracts  prior to  maturity.  During  1996 and 1995,  net gains of $.2
        million and $1.4 million, respectively, were recorded in connection with
        interest rate swap activity.  Equitable Life has implemented an interest
        rate cap program designed to hedge crediting rates on interest-sensitive
    individual annuities contracts. The outstanding notional  amounts at

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        December 31, 1997 of contracts  purchased and sold were $7,250.0 million
        and $875.0 million, respectively. The net premium paid by Equitable Life
        on these contracts was $48.5 million and is being amortized ratably over
        the  contract  periods  ranging  from 1 to 5 years.  Income and  expense
        resulting  from this program are  reflected as an adjustment to interest
credited to policyholders' account balances.                    

        Substantially  all of DLJ's  activities  related to derivatives  are, by
        their nature trading  activities  which are primarily for the purpose of
        customer accommodations.  DLJ enters into certain contractual agreements
        referred to as derivatives or  off-balance-sheet  financial  instruments
        involving  futures,  forwards and options.  DLJ's derivative  activities
        consist of writing  over-the-counter  ("OTC") options to accommodate its
        customer  needs,  trading in forward  contracts in U.S.  government  and
        agency  issued or  guaranteed  securities  and in futures  contracts  on
        equity-based  indices,  interest rate  instruments  and  currencies  and
        issuing   structured   products  based  on  emerging  market   financial
        instruments  and  indices.  DLJ's  involvement  in  swap  contracts  and
commodity derivative instruments is not significant.            

Fair Value of Financial Instruments                             

        The Company  defines  fair value as the quoted  market  prices for those
        instruments  that are  actively  traded in financial  markets.  In cases
        where quoted market prices are not available,  fair values are estimated
        using  present  value  or other  valuation  techniques.  The fair  value
        estimates  are made at a  specific  point in  time,  based on  available
        market  information  and  judgments  about  the  financial   instrument,
        including  estimates  of the timing and amount of  expected  future cash
        flows and the credit standing of  counterparties.  Such estimates do not
        reflect any premium or discount that could result from offering for sale
        at one time the  Company's  entire  holdings of a  particular  financial
        instrument,  nor do they consider the tax impact of the  realization  of
        unrealized  gains or losses.  In many  cases,  the fair value  estimates
        cannot be  substantiated by comparison to independent  markets,  nor can
        the  disclosed  value  be  realized  in  immediate   settlement  of  the
instrument.                                                     

        Certain  financial  instruments  are  excluded,  particularly  insurance
        liabilities  other than financial  guarantees and investment  contracts.
        Fair market  value of  off-balance-sheet  financial  instruments  of the
Insurance Group was not material at December 31, 1997 and 1996. 

        Fair  values  for  mortgage  loans  on  real  estate  are  estimated  by
        discounting  future contractual cash flows using interest rates at which
        loans with similar  characteristics  and credit  quality  would be made.
        Fair values for foreclosed mortgage loans and problem mortgage loans are
        limited to the  estimated  fair value of the  underlying  collateral  if
lower.                                                          

        Fair values of policy loans are estimated by discounting  the face value
        of the  loans  from the time of the next  interest  rate  review  to the
        present,  at a rate equal to the excess of the current  estimated market
rates over the current interest rate charged on the loan.       

        The estimated fair values for the Company's  association plan contracts,
        supplementary contracts not involving life contingencies  ("SCNILC") and
        annuities  certain,   which  are  included  in  policyholders'   account
        balances,   and  guaranteed   interest  contracts  are  estimated  using
        projected cash flows  discounted at rates  reflecting  expected  current
offering rates.                                                 

        The  estimated  fair values for variable  deferred  annuities and single
        premium   deferred   annuities   ("SPDA"),   which   are   included   in
        policyholders'  account  balances,  are  estimated  by  discounting  the
        account  value back from the time of the next  crediting  rate review to
        the present,  at a rate equal to the excess of current  estimated market
rates offered on new policies over the current crediting rates. 

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        Fair values for long-term  debt is  determined  using  published  market
        values, where available,  or contractual cash flows discounted at market
        interest rates. The estimated fair values for non-recourse mortgage debt
        are  determined by  discounting  contractual  cash flows at a rate which
        takes  into  account  the level of  current  market  interest  rates and
        collateral  risk. The estimated  fair values for recourse  mortgage debt
        are  determined by  discounting  contractual  cash flows at a rate based
        upon  current  interest  rates of other  companies  with credit  ratings
        similar to the  Company.  The  Company's  carrying  value of  short-term
borrowings approximates their estimated fair value.             

        The following  table  discloses  carrying value and estimated fair value
      for financial instruments not otherwise disclosed in Notes 3, 6 and 7:

                                                        [Enlarge/Download Table]

                                                                   December 31,                             
                                        --------------------------------------------------------------------
                                                      1997                               1996               
                                        ---------------------------------  ---------------------------------
                                           Carrying         Estimated         Carrying         Estimated    
                                            Value          Fair Value          Value           Fair Value   
                                        ---------------  ----------------  ---------------   ---------------
                                                                   (In Millions)                            

                                                                                                            
Consolidated Financial Instruments:                                                                         
Mortgage loans on real estate..........  $    2,611.4     $     2,822.8     $     3,133.0     $    3,394.6  
Other limited partnership interests....         509.4             509.4             467.0            467.0  
Policy loans...........................       2,422.9           2,493.9           2,196.1          2,221.6  
Policyholders' account balances -                                                                           
  investment contracts.................      12,611.0          12,714.0          12,908.7         12,992.2  
Long-term debt.........................       1,569.0           1,531.5           1,592.8          1,557.7  

Closed Block Financial Instruments:                                                                         
Mortgage loans on real estate..........       1,341.6           1,420.7           1,380.7          1,425.6  
Other equity investments...............          86.3              86.3             105.0            105.0  
Policy loans...........................       1,700.2           1,784.2           1,765.9          1,798.0  
SCNILC liability.......................          27.6              30.3              30.6             34.9  

Discontinued Operations Financial                                                                           
Instruments:                                                                                                
Mortgage loans on real estate..........         655.5             779.9           1,111.1          1,220.3  
Fixed maturities.......................          38.7              38.7              42.5             42.5  
Other equity investments...............         209.3             209.3             300.5            300.5  
Guaranteed interest contracts..........          37.0              34.0             290.7            300.5  
Long-term debt.........................         102.0             102.1             102.1            102.2  

13)     COMMITMENTS AND CONTINGENT LIABILITIES                                  

        The Company  has  provided,  from time to time,  certain  guarantees  or
        commitments  to  affiliates,  investors and others.  These  arrangements
        include commitments by the Company,  under certain  conditions:  to make
        capital  contributions of up to $202.6 million to affiliated real estate
        joint  ventures;  and to provide  equity  financing  to certain  limited
        partnerships of $362.1 million at December 31, 1997, under existing loan
or loan commitment agreements.                                  

        Equitable  Life  is the  obligor  under  certain  structured  settlement
        agreements  which  it  had  entered  into  with  unaffiliated  insurance
        companies  and  beneficiaries.  To satisfy its  obligations  under these
        agreements,  Equitable  Life owns  single  premium  annuities  issued by
        previously wholly owned life insurance subsidiaries.  Equitable Life has
        directed  payment  under  these  annuities  to be made  directly  to the
        beneficiaries under the structured settlement  agreements.  A contingent
        liability exists with respect to these agreements  should the previously
        wholly  owned   subsidiaries  be  unable  to  meet  their   obligations.
        Management  believes the satisfaction of those  obligations by Equitable
Life is remote.                                                 

        The Insurance  Group had $47.4 million of letters of credit  outstanding
at December 31, 1997.                                           

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14)     LITIGATION                                                              

        Equitable  Life recently  agreed to settle,  subject to court  approval,
        previously  disclosed  cases brought by persons  insured under  Lifetime
        Guaranteed   Renewable  Major  Medical  Insurance   Policies  issued  by
        Equitable  Life  (the  "Policies")  in New York  (Golomb  et al.  v. The
        Equitable Life  Assurance  Society of the United  States),  Pennsylvania
        (Malvin et al. v. The  Equitable  Life  Assurance  Society of the United
        States), Texas (Bowler et al. v. The Equitable Life Assurance Society of
        the United  States),  Florida  (Bachman v. The Equitable  Life Assurance
        Society of the United States) and California  (Fletcher v. The Equitable
        Life Assurance Society of the United States).  Plaintiffs in these cases
        claimed that Equitable Life's method for determining  premium  increases
        breached   the  terms  of  certain   forms  of  the   Policies  and  was
        misrepresented.  Plaintiffs  in Bowler and  Fletcher  also  claimed that
        Equitable Life  misrepresented to policyholders in Texas and California,
        respectively,  that  premium  increases  had been  approved by insurance
        departments  in those states and  determined  annual rate increases in a
        manner  that  discriminated  against  policyholders  in those  states in
        violation of the terms of the Policies, representations to policyholders
        and/or state law. The New York trial court  dismissed  the Golomb action
        with  prejudice  and  plaintiffs  appealed.   In  Bowler  and  Fletcher,
        Equitable  Life denied the material  allegations  of the  complaints and
        filed motions for summary  judgment which have been fully  briefed.  The
        Malvin action was stayed indefinitely pending the outcome of proceedings
        in Golomb and in Fletcher the magistrate  concluded that the case should
        be remanded to California  state court and Equitable  Life appealed that
        determination  to the district  judge.  On December 23, 1997,  Equitable
        Life  entered into a settlement  agreement,  subject to court  approval,
        which would result in the dismissal  with  prejudice of each of the five
        pending actions and the resolution of all similar claims on a nationwide
basis.                                                          

        The settlement agreement provides for the creation of a nationwide class
        consisting of all persons holding,  and paying premiums on, the Policies
        at any time since January 1, 1988. An amended complaint will be filed in
        the federal  district court in Tampa,  Florida (where the Florida action
        is pending), that would assert claims of the kind previously made in the
        cases described above on a nationwide  basis, on behalf of policyholders
        in the nationwide class, which consists of approximately  127,000 former
        and current policyholders. If the settlement is approved, Equitable Life
        would pay  $14,166,000  in  exchange  for release of all claims for past
        damages on claims of the type described in the five pending  actions and
        the amended  complaint.  Costs of  administering  the settlement and any
        attorneys'  fees awarded by the court to  plaintiffs'  counsel  would be
        deducted from this fund before distribution of the balance to the class.
        In addition to this payment,  Equitable  Life will provide future relief
        to current  holders of certain  forms of the  Policies in the form of an
        agreement  to be  embodied  in the  court's  judgment,  restricting  the
        premium  increases  Equitable  Life can seek on  these  Policies  in the
        future.  The parties estimate the present value of these restrictions at
        $23,333,000, before deduction of any attorneys' fees that may be awarded
        by the court.  The estimate is based on assumptions  about future events
        that cannot be predicted with certainty and accordingly the actual value
        of the future relief may differ.  The parties to the settlement  shortly
        will be asking the court to approve  preliminarily  the  settlement  and
        settlement class and to permit  distribution of notice of the settlement
        to policyholders, establish procedures for objections, an opportunity to
        opt out of the  settlements  as it  affects  past  damages,  and a court
        hearing on whether the settlement should be finally approved.  Equitable
        Life cannot predict whether the settlement will be approved or, if it is
        not  approved,  the  outcome  of  the  pending  litigations.  As  noted,
        proceedings in Malvin were stayed indefinitely; proceedings in the other
        actions  have been  stayed or  deferred to  accommodate  the  settlement
approval process.                                               

        A number of lawsuits have been filed against life and health insurers in
        the  jurisdictions  in  which  Equitable  Life and its  subsidiaries  do
        business involving insurers' sales practices,  alleged agent misconduct,
        alleged failure to properly supervise agents, and other matters. Some of
        the lawsuits have resulted in the award of substantial judgments against
        other insurers,  including  material amounts of punitive damages,  or in
        substantial  settlements.   In  some  states,  juries  have  substantial
        discretion  in awarding  punitive  damages.  Equitable  Life,  Equitable
        Variable  Life  Insurance  Company  ("EVLICO,"  which  was  merged  into
        Equitable Life effective January 1, 1997, but whose existence  continues
        for certain limited  purposes,  including the defense of litigation) and
        The  Equitable of  Colorado,  Inc.  ("EOC"),  like other life and health
        insurers,  from  time to time are  involved  in such  litigation.  Among
        litigations  pending against  Equitable Life, EVLICO and EOC of the type
        referred  to in this  paragraph  are the  litigations  described  in the
following seven paragraphs.                                     

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        An action was instituted on April 6, 1995 against Equitable Life and its
        wholly owned subsidiary,  EOC, in New York state court,  entitled Sidney
        C. Cole, et al. v. The Equitable  Life  Assurance  Society of the United
        States and The Equitable of Colorado,  Inc. The action is brought by the
        holders of a joint  survivorship  whole life policy  issued by EOC.  The
        action purports to be on behalf of a class consisting of all persons who
        from January 1, 1984 purchased life insurance policies sold by Equitable
        Life and EOC based upon allegedly uniform sales presentations and policy
        illustrations.  The  complaint  puts  in  issue  various  alleged  sales
        practices that plaintiffs assert, among other things, misrepresented the
        stated  number of years that the annual  premium  would need to be paid.
        Plaintiffs  seek  damages  in an  unspecified  amount,  imposition  of a
        constructive  trust,  and  seek to  enjoin  Equitable  Life and EOC from
        engaging in the  challenged  sales  practices.  In June 1996,  the Court
        issued a decision and order dismissing with prejudice plaintiffs' causes
        of action for  fraud,  constructive  fraud,  breach of  fiduciary  duty,
        negligence,  and unjust  enrichment,  and dismissing  without  prejudice
        plaintiffs' cause of action under the New York State consumer protection
        statute.  The only remaining causes of action are for breach of contract
        and negligent  misrepresentation.  In April 1997,  plaintiffs noticed an
        appeal from the court's June 1996 order.  Subsequently,  Equitable  Life
        and EOC noticed a cross-appeal  from so much of the June 1996 order that
        denied their motion to dismiss.  Briefing on the appeals is scheduled to
        begin on  February  23,  1998.  In June  1997,  plaintiffs  filed  their
        memorandum  of law and  affidavits  in support of their motion for class
        certification.  That memorandum states that plaintiffs seek to certify a
        class  solely  on their  breach  of  contract  claims,  and not on their
        negligent   misrepresentation  claim.  Plaintiffs'  class  certification
        motion  has been fully  briefed by the  parties  and is sub  judice.  In
        August  1997,   Equitable  Life  and  EOC  moved  for  summary  judgment
        dismissing  plaintiffs'  remaining  claims  of breach  of  contract  and
        negligent  misrepresentation.  Defendants'  summary  judgment motion has
        been fully briefed by the parties. On January 5, 1998,  plaintiffs filed
a note of issue (placing the case on the trial calendar).       

        On May 21,  1996,  an  action  entitled  Elton  F.  Duncan,  III v.  The
        Equitable  Life  Assurance  Society of the United  States was  commenced
        against  Equitable  Life in the Civil  District  Court for the Parish of
        Orleans,  State of Louisiana.  The action  originally  was brought by an
        individual  who  purchased a whole life policy  from  Equitable  Life in
        1989.  In September  1997,  with leave of the court,  plaintiff  filed a
        second amended  petition naming six additional  policyholder  plaintiffs
        and  three  new  sales  agent  defendants.  The  sole  named  individual
        defendant in the  original  petition is also named as a defendant in the
        second  amended  petition.  Plaintiffs  purport  to  represent  a  class
        consisting  of all persons who  purchased  whole life or universal  life
        insurance policies from Equitable Life from January 1, 1981 through July
        22,  1992.   Plaintiffs   allege   improper  sales  practices  based  on
        allegations  of  misrepresentations   concerning  one  or  more  of  the
        following:  the number of years that  premiums  would need to be paid; a
        policy's suitability as an investment vehicle; and the extent to which a
        policy  was  a  proper  replacement  policy.  Plaintiffs  seek  damages,
        including punitive damages,  in an unspecified  amount. In October 1997,
        Equitable  Life filed (i)  exceptions  to the second  amended  petition,
        asserting  deficiencies  in pleading of venue and vagueness;  and (ii) a
        motion to strike  certain  allegations.  On January 23, 1998,  the court
        heard  argument on  Equitable  Life's  exceptions  and motion to strike.
        Those  motions  are sub  judice.  Motion  practice  regarding  discovery
continues.                                                      

        On July 26,  1996,  an action  entitled  Michael  Bradley  v.  Equitable
        Variable Life  Insurance  Company was commenced in New York state court,
        Kings  County.  The action is  brought by the holder of a variable  life
        insurance policy issued by EVLICO. The plaintiff purports to represent a
        class  consisting  of all persons or entities who  purchased one or more
        life  insurance  policies  issued by EVLICO  from  January 1, 1980.  The
        complaint  puts at issue  various  alleged  sales  practices and alleges
        misrepresentations  concerning  the  extent  to which the  policy  was a
        proper  replacement  policy  and the  number  of years  that the  annual
        premium  would  need to be  paid.  Plaintiff  seeks  damages,  including
        punitive  damages,  in an unspecified  amount and also seeks  injunctive
        relief  prohibiting  EVLICO from canceling  policies for failure to make
        premium  payments  beyond the  alleged  stated  number of years that the
        annual  premium would need to be paid.  EVLICO  answered the  complaint,
        denying the material  allegations.  In September  1996,  Equitable Life,
        EVLICO  and EOC made a motion to have this  proceeding  moved from Kings
        County Supreme Court to New York County for joint trial or consolidation
        with the Cole  action.  The  motion  was  denied by the Court in Cole in
        January 1997.  Plaintiff  then moved for  certification  of a nationwide
        class  consisting of all persons or entities who, since January 1, 1980,
        were   sold   one   or   more   life   insurance   products   based   on
        misrepresentations  as to the number of years  that the  annual  premium
        would need to be paid,  and/or who were  allegedly  induced to  purchase
        additional  policies  from EVLICO  using the cash value  accumulated  in
        existing  policies.  Defendants have opposed this motion.  Discovery and
        briefing  regarding  plaintiff's  motion  for  class  certification  are
ongoing.                                                        

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        On  December  12,  1996,  an action  entitled  Robert  E.  Dillon v. The
        Equitable Life Assurance  Society of the United States and The Equitable
        of Colorado,  was commenced in the United States  District Court for the
        Southern District of Florida. The action is brought by an individual who
        purchased a joint whole life policy from EOC in 1988. The complaint puts
        in issue various alleged sales practices and alleges  misrepresentations
        concerning the alleged  impropriety of  replacement  policies  issued by
        Equitable  Life and EOC and  alleged  misrepresentations  regarding  the
        number  of  years  premiums  would  have to be  paid on the  defendants'
        policies.  Plaintiff  alleges  claims  for  breach of  contract,  fraud,
        negligent  misrepresentation,  money had and received, unjust enrichment
        and imposition of a constructive trust.  Plaintiff purports to represent
        two classes of persons.  The first is a "contract class,"  consisting of
        all persons who purchased  whole or universal  life  insurance  policies
        from  Equitable  Life and EOC and from whom  Equitable Life and EOC have
        sought additional payments beyond the number of years allegedly promised
        by Equitable Life and EOC. The second is a "fraud class,"  consisting of
        all persons with an interest in policies  issued by  Equitable  Life and
        EOC at any time since  October 1, 1986.  Plaintiff  seeks  damages in an
        unspecified amount, and also seeks injunctive relief attaching Equitable
        Life's and EOC's  profits from their  alleged  sales  practices.  In May
        1997, plaintiff served a motion for class  certification.  In July 1997,
        the parties  submitted  to the Court a joint  scheduling  report,  joint
        scheduling order and a confidentiality  stipulation and order. The Court
        signed the latter stipulation, and the others remain sub judice. Further
        briefing on plaintiff's class certification motion will await entry of a
        scheduling order and further class  certification  discovery,  which has
        commenced and is on-going.  In January 1998,  the judge  assigned to the
        case recused  himself,  and the case was  reassigned.  Defendants are to
serve their answer in February 1998.                            

        On January 3, 1996, an amended complaint was filed in an action entitled
        Frank Franze Jr. and George  Busher,  individually  and on behalf of all
        others similarly situated v. The Equitable Life Assurance Society of the
        United  States,  and Equitable  Variable  Life  Insurance  Company,  No.
        94-2036 in the United States District Court for the Southern District of
        Florida.  The  action  was  brought  by two  individuals  who  purchased
        variable life insurance policies.  The plaintiffs purport to represent a
        nationwide class  consisting of all persons who purchased  variable life
        insurance  policies from Equitable  Life and EVLICO since  September 30,
        1991. The amended  complaint  alleges that Equitable Life's and EVLICO's
        agents were  trained not to disclose  fully that the product  being sold
        was  life  insurance.   Plaintiffs  allege  violations  of  the  Federal
        securities  laws and seek  rescission of the  contracts or  compensatory
        damages and attorneys' fees and expenses. Equitable Life and EVLICO have
        answered the amended  complaint,  denying the material  allegations  and
        asserting  certain  affirmative  defenses.   Motion  practice  regarding
discovery continues.                                            

        On January 9, 1997, an action entitled Rosemarie Chaviano,  individually
        and on behalf of all others  similarly  situated v. The  Equitable  Life
        Assurance  Society of the United  States,  and  Equitable  Variable Life
        Insurance Company,  was filed in Massachusetts state court making claims
        similar to those in the Franze  action and  alleging  violations  of the
        Massachusetts  securities laws. The plaintiff  purports to represent all
        persons in Massachusetts who purchased variable life insurance contracts
        from Equitable Life and EVLICO from January 9, 1993 to the present.  The
        Massachusetts  action seeks  rescission of the contracts or compensatory
        damages,  attorneys'  fees,  expenses and injunctive  relief.  Plaintiff
        filed an amended  complaint in April 1997. In July 1997,  Equitable Life
        served a motion to dismiss the amended complaint or, in the alternative,
        for summary judgment.  On September 12, 1997,  plaintiff moved for class
        certification.  This motion is  scheduled  for  hearing on February  18,
1998.                                                           

        On September 11, 1997, an action entitled Pamela L. and James A. Luther,
        individually and as  representatives of all people similarly situated v.
        The Equitable Life Assurance Society of the United States, The Equitable
        Companies Incorporated, and Casey Cammack, individually and as agent for
        The  Equitable  Life  Assurance  Society  of the  United  States and The
        Equitable  Companies  Incorporated,  was filed in Texas state court. The
        action was brought by holders of a whole life policy and the beneficiary
        under that policy. Plaintiffs purport to represent a nationwide class of
        persons  having  an  ownership  or  beneficial  interest  in  whole  and
        universal  life policies  issued by Equitable  Life from January 1, 1982
        through  December 31, 1996.  Also  included in the  purported  class are
        persons  having an ownership  interest in variable  annuities  purchased
        from Equitable  Life from January 1, 1992 to the present.  The complaint
        puts  in  issue  the  allegations  that  uniform  sales   presentations,
        illustrations,   and   materials   that   Equitable   Life  agents  used
        misrepresented the stated number of years that premiums would need to be
      paid and misrepresented the extent to which the policies at issue were

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        proper  replacement  policies.  Plaintiffs  seek  compensatory  damages,
        attorneys' fees and expenses.  In October 1997,  Equitable Life served a
        general denial of the allegations  against it. The same day, the Holding
        Company entered a special appearance contesting the court's jurisdiction
        over it. In November  1997,  Equitable  Life filed a plea in  abatement,
        which,  under Texas law, stayed further  proceedings in the case because
        plaintiffs  had not served a demand letter.  Plaintiffs  served a demand
        letter upon  Equitable  Life and the Holding  Company,  the  response to
        which is due 60 days  thereafter.  Although  the  outcome of  litigation
        cannot be predicted with certainty,  particularly in the early stages of
        an  action,  the  Company's   management   believes  that  the  ultimate
        resolution of the Cole, Duncan,  Bradley,  Dillon, Franze,  Chaviano and
        Luther  litigations  should  not have a material  adverse  effect on the
        financial position of the Company.  The Company's management cannot make
        an  estimate  of  loss,  if any,  or  predict  whether  or not any  such
        litigation will have a material adverse effect on the Company's  results
of operations in any particular period.                         

        On September 12, 1997, the United States District Court for the Northern
        District  of Alabama,  Southern  Division,  entered an order  certifying
        James  Brown  as the  representative  of a class  consisting  of  "[a]ll
        African-Americans  who applied but were not hired for, were  discouraged
        from applying for, or would have applied for the position of Sales Agent
        in the absence of the discriminatory practices, and/or procedures in the
        [former]  Southern  Region  of The  Equitable  from May 16,  1987 to the
        present." The second amended  complaint in James W. Brown,  on behalf of
        others similarly situated v. The Equitable Life Assurance Society of the
        United  States,   alleges,  among  other  things,  that  Equitable  Life
        discriminated on the basis of race against  African-American  applicants
        and  potential   applicants  in  hiring  individuals  as  sales  agents.
        Plaintiffs  seek a  declaratory  judgment and  affirmative  and negative
        injunctive relief, including the payment of back-pay,  pension and other
        compensation. Although the outcome of any litigation cannot be predicted
        with  certainty,  the  Company's  management  believes that the ultimate
        resolution of this matter should not have a material  adverse  effect on
        the financial position of the Company.  The Company's  management cannot
        make an estimate of loss, if any, or predict  whether or not such matter
        will  have a  material  adverse  effect  on  the  Company's  results  of
operations in any particular period.                            

        The U.S.  Department of Labor ("DOL") is conducting an  investigation of
        Equitable Life's  management of the Prime Property Fund ("PPF").  PPF is
        an open-end,  commingled real estate separate  account of Equitable Life
        for pension clients.  Equitable Life serves as investment manager in PPF
        and retains  EREIM as advisor.  Equitable  Life agreed to indemnify  the
        purchaser of EREIM (which Equitable Life sold in June 1997) with respect
        to any fines,  penalties and rebates to clients in connection  with this
        investigation. In early 1995, the DOL commenced a national investigation
        of commingled real estate funds with pension  investors,  including PPF.
        The  investigation  appears to be focused  principally  on appraisal and
        valuation  procedures  in respect of fund  properties.  The most  recent
        request from the DOL seems to reflect,  at least in part, an interest in
        the relationship  between the valuations for those properties  reflected
        in  appraisals  prepared  for local  property  tax  proceedings  and the
        valuations used by PPF for other  purposes.  At no time has the DOL made
        any  specific   allegation  that  Equitable  Life  or  EREIM  has  acted
        improperly and Equitable Life and EREIM believe that any such allegation
        would be without  foundation.  While the  outcome of this  investigation
        cannot be predicted with certainty,  the Company's  management  believes
        that the ultimate  resolution  of this matter should not have a material
        adverse effect on the financial  position of the Company.  The Company's
        management  cannot make an estimate of loss, if any, or predict  whether
        or not this  investigation  will have a material  adverse  effect on the
Company's results of operations in any particular period.       

        On July 25, 1995, a Consolidated and Supplemental Class Action Complaint
        ("Complaint")  was filed  against  Alliance  North  American  Government
        Income Trust,  Inc. (the "Fund"),  Alliance and certain other defendants
        affiliated  with  Alliance,  including  the  Holding  Company,  alleging
        violations  of Federal  securities  laws,  fraud and breach of fiduciary
        duty in connection with the Fund's  investments in Mexican and Argentine
        securities.  The Complaint,  which sought  certification  of a plaintiff
        class of persons  who  purchased  or owned Class A, B or C shares of the
        Fund  from  March  27,  1992  through  December  23,  1994,   sought  an
        unspecified  amount of  damages,  costs,  attorneys'  fees and  punitive
        damages.  The principal  allegations  are that the Fund  purchased  debt
        securities  issued by the Mexican and Argentine  governments  in amounts
        that were not  permitted by the Fund's  investment  objective,  and that
        there was no  shareholder  vote to change the  investment  objective  to
        permit purchases in such amounts. The Complaint further alleged that the
        decline in the value of the Mexican and Argentine securities held by the
        Fund  caused the Fund's net asset value to decline to the  detriment  of
        the Fund's  shareholders.  On  September  26,  1996,  the United  States
District Court for the Southern District of                     

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        New York  granted  the  defendants'  motion to dismiss all counts of the
        Complaint ("First  Decision").  On October 11, 1996,  plaintiffs filed a
        motion for reconsideration of the First Decision.  On November 25, 1996,
        the court denied  plaintiffs'  motion for  reconsideration  of the First
        Decision.  On October 29, 1997,  the United  States Court of Appeals for
        the Second Circuit issued an order granting defendants' motion to strike
        and dismissing  plaintiffs' appeal of the First Decision. On October 29,
        1996,  plaintiffs filed a motion for leave to file an amended complaint.
        The principal allegations of the proposed amended complaint are that (i)
        the Fund  failed to hedge  against  the risks of  investing  in  foreign
        securities  despite  representations  that it would do so, (ii) the Fund
        did not properly  disclose that it planned to invest in  mortgage-backed
        derivative  securities  and  (iii) two  advertisements  used by the Fund
        misrepresented the risks of investing in the Fund. On July 15, 1997, the
        District  Court denied  plaintiffs'  motion for leave to file an amended
        complaint  and ordered that the case be dismissed  ("Second  Decision").
        The  plaintiffs  have appealed the Second  Decision to the United States
        Court of Appeals for the Second Circuit.  While the ultimate  outcome of
        this matter cannot be  determined  at this time,  management of Alliance
        does  not  expect  that  it  will  have a  material  adverse  effect  on
Alliance's results of operations or financial condition.        

        On January 26, 1996, a purported purchaser of certain notes and warrants
        to  purchase  shares  of  common  stock of  Rickel  Home  Centers,  Inc.
        ("Rickel") filed a class action complaint  against  Donaldson,  Lufkin &
        Jenrette Securities  Corporation  ("DLJSC") and certain other defendants
        for unspecified  compensatory and punitive damages in the U. S. District
        Court for the  Southern  District  of New York.  The suit was brought on
        behalf of the  purchasers  of 126,457 units  consisting of  $126,457,000
        aggregate  principal amount of 13 1/2% senior notes due 2001 and 126,457
        warrants to purchase  shares of common stock of Rickel  issued by Rickel
        in October 1994. The complaint alleges  violations of federal securities
        laws and common law fraud against DLJSC, as the underwriter of the units
        and as an owner of 7.3% of the  common  stock of Rickel,  Eos  Partners,
        L.P., and General Electric Capital Corporation,  each as owners of 44.2%
        of the common stock of Rickel,  and members of the board of directors of
        Rickel, including a DLJSC managing director. The complaint seeks to hold
        DLJSC liable for alleged  misstatements  and omissions  contained in the
        prospectus  and  registration  statement  filed in  connection  with the
        offering of the units,  alleging that the  defendants  knew of financial
        losses  and a  decline  in value of Rickel  in the  months  prior to the
        offering and did not  disclose  such  information.  The  complaint  also
        alleges that Rickel failed to pay its semi-annual  interest  payment due
        on the units on December  15,  1995,  and that Rickel  filed a voluntary
        petition  for  reorganization  pursuant to Chapter 11 of the  Bankruptcy
        Code on January 10,  1996.  DLJSC  intends to defend  itself  vigorously
        against all of the  allegations  contained  in the  complaint.  Although
        there can be no assurance, DLJ does not believe that the outcome of this
        litigation  will  have  a  material  adverse  effect  on  its  financial
        condition.  Due to the  early  stage  of this  litigation,  based on the
        information  currently  available to it, DLJ's management cannot make an
        estimate of loss, if any, or predict whether or not such litigation will
        have a material  adverse  effect on DLJ's  results of  operations in any
particular period.                                              

        In October  1995,  DLJSC was named as a defendant  in a purported  class
        action  filed in a Texas  State Court on behalf of the holders of $550.0
        million principal amount of subordinated  redeemable discount debentures
        of National  Gypsum  Corporation  ("NGC")  canceled in connection with a
        Chapter 11 plan of reorganization  for NGC consummated in July 1993. The
        named  plaintiff  in the State  Court  action  also  filed an  adversary
        proceeding  in the U.S.  Bankruptcy  Court for the Northern  District of
        Texas  seeking a  declaratory  judgment  that the  confirmed NGC plan of
        reorganization  does not bar the class action claims.  Subsequent to the
        consummation  of NGC's plan of  reorganization,  NGC's shares traded for
        values  substantially  in excess of, and in 1995 NGC was  acquired for a
        value  substantially  in excess of, the values  upon which NGC's plan of
        reorganization   was  based.  The  two  actions  arise  out  of  DLJSC's
        activities as financial advisor to NGC in the course of NGC's Chapter 11
        reorganization proceedings.  The class action complaint alleges that the
        plan of  reorganization  submitted by NGC was based upon  projections by
        NGC and DLJSC which intentionally  understated  forecasts,  and provided
        misleading  and incorrect  information in order to hide NGC's true value
        and that  defendants  breached  their  fiduciary  duties by, among other
        things,   providing  false,  misleading  or  incomplete  information  to
        deliberately  understate  the value of NGC. The class  action  complaint
        seeks  compensatory  and punitive damages  purportedly  sustained by the
class. On October 10, 1997, DLJSC and                           

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        others were named as  defendants  in a new  adversary  proceeding in the
        Bankruptcy Court brought by the NGC Settlement  Trust, an entity created
        by the NGC plan of reorganization to deal with asbestos-related  claims.
        The Trust's  allegations are substantially  similar to the claims in the
        State Court action.  In court papers dated  October 16, 1997,  the State
        Court  plaintiff  indicated  that  he  would  intervene  in the  Trust's
        adversary  proceeding.  On January 21, 1998, the Bankruptcy  Court ruled
        that the State Court plaintiff's  claims were not barred by the NGC plan
        of reorganization  insofar as they alleged nondisclosure of certain cost
        reductions  announced  by NGC in October  1993.  The Texas  State  Court
        action,  which  had  been  removed  to the  Bankruptcy  Court,  has been
        remanded  back to the state  court,  which  remand is being  opposed  by
        DLJSC.  DLJSC  intends to defend  itself  vigorously  against all of the
        allegations  contained  in  the  complaints.  Although  there  can be no
        assurance,  DLJ  does not  believe  that the  ultimate  outcome  of this
        litigation  will  have  a  material  adverse  effect  on  its  financial
        condition.  Due to the early  stage of such  litigation,  based upon the
        information  currently  available to it, DLJ's management cannot make an
        estimate of loss, if any, or predict whether or not such litigation will
        have a material  adverse  effect on DLJ's  results of  operations in any
particular period.                                              

        In November and December 1995, DLJSC,  along with various other parties,
        was named as a defendant in a number of purported class actions filed in
        the U.S.  District  Court for the  Eastern  District of  Louisiana.  The
        complaints allege violations of the federal  securities laws arising out
        of a public  offering in 1994 of $435.0  million of first mortgage notes
        of Harrah's Jazz Company and Harrah's Jazz Finance Corp.  The complaints
        seek  to  hold  DLJSC  liable  for  various  alleged  misstatements  and
        omissions  contained  in the  prospectus  dated  November  9,  1994.  On
        February 26, 1997,  the parties agreed to a settlement of these actions,
        subject to the District Court's approval,  which was granted on July 31,
        1997. The settlement is also subject to approval by the U.S.  Bankruptcy
        Court for the Eastern District of Louisiana of proposed modifications to
        a  confirmed  plan of  reorganization  for  Harrah's  Jazz  Company  and
        Harrah's  Jazz  Finance  Corp.,  and the  satisfaction  or waiver of all
        conditions  to the  effectiveness  of the plan, as provided in the plan.
        There can be no  assurance  of the  Bankruptcy  Court's  approval of the
        modifications to the plan of  reorganization,  or that the conditions to
        the  effectiveness  of the plan  will be  satisfied  or  waived.  In the
        opinion of DLJ's management,  the settlement, if approved, will not have
        a  material  adverse  effect on DLJ's  results of  operations  or on its
consolidated financial condition.                               

        In addition  to the  matters  described  above,  Equitable  Life and its
        subsidiaries  and DLJ and its subsidiaries are involved in various legal
        actions and proceedings in connection with their businesses. Some of the
        actions and  proceedings  have been brought on behalf of various alleged
        classes of  claimants  and certain of these  claimants  seek  damages of
        unspecified  amounts.  While the ultimate outcome of such matters cannot
        be predicted with certainty, in the opinion of management no such matter
        is  likely  to  have  a  material   adverse   effect  on  the  Company's
consolidated financial position or results of operations.       

15)     LEASES                                                                  

        The Company  has  entered  into  operating  leases for office  space and
        certain other assets,  principally data processing  equipment and office
        furniture and  equipment.  Future minimum  payments under  noncancelable
        leases for 1998 and the succeeding  four years are $93.5 million,  $84.4
        million,  $70.2 million, $56.4 million, $47.0 million and $489.3 million
        thereafter.   Minimum   future   sub-lease   rental   income   on  these
        noncancelable  leases  for 1998 and the  succeeding  four years are $7.3
        million,  $5.9 million, $3.8 million, $2.4 million, $.8 million and $2.9
million thereafter.                                             

        At December 31, 1997, the minimum future rental income on  noncancelable
        operating  leases for wholly owned  investments  in real estate for 1997
        and the succeeding four years are $247.0 million, $238.1 million, $218.7
      million, $197.9 million, $169.1 million and $813.0 million thereafter.

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16)     OTHER OPERATING COSTS AND EXPENSES                                      

Other operating costs and expenses consisted of the following:  

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Compensation costs.................................  $       721.5      $      704.8      $      628.4    
Commissions........................................          409.6             329.5             314.3    
Short-term debt interest expense...................           31.7               8.0              11.4    
Long-term debt interest expense....................          121.2             137.3             108.1    
Amortization of policy acquisition costs...........          287.3             405.2             317.8    
Capitalization of policy acquisition costs.........         (508.0)           (391.9)           (391.0)   
Rent expense, net of sub-lease income..............          101.8             113.7             109.3    
Cursitor intangible assets writedown...............          120.9               -                 -      
Other..............................................          917.9             769.1             677.5    
                                                    -----------------  ----------------  -----------------
Total..............................................  $     2,203.9      $    2,075.7      $    1,775.8    
                                                    =================  ================  =================

        During 1997, 1996 and 1995, the Company  restructured certain operations
        in  connection  with  cost  reduction   programs  and  recorded  pre-tax
        provisions  of  $42.4   million,   $24.4  million  and  $32.0   million,
        respectively.  The  amounts  paid  during  1997,  associated  with  cost
        reduction  programs,  totaled $22.8  million.  At December 31, 1997, the
        liabilities  associated with cost reduction  programs  amounted to $62.0
        million.  The 1997 cost  reduction  program  include  costs  related  to
        employee  termination  and exit costs.  The 1996 cost reduction  program
        included  restructuring  costs related to the consolidation of insurance
        operations'  service centers.  The 1995 cost reduction  program included
        relocation expenses,  including the accelerated amortization of building
        improvements   associated  with  the  relocation  of  the  home  office.
        Amortization  of DAC in 1996 included a $145.0  million  writeoff of DAC
related to DI contracts.                                        

17)     INSURANCE GROUP STATUTORY FINANCIAL INFORMATION                         

        Equitable  Life is  restricted as to the amounts it may pay as dividends
        to  the  Holding  Company.   Under  the  New  York  Insurance  Law,  the
        Superintendent  has broad discretion to determine  whether the financial
        condition of a stock life insurance company would support the payment of
        dividends to its  shareholders.  For 1997, 1996 and 1995,  statutory net
        loss  totaled  $351.7  million,   $351.1  million  and  $352.4  million,
        respectively. No amounts are expected to be available for dividends from
Equitable Life to the Holding Company in 1998.                  

        At December 31, 1997, the Insurance  Group,  in accordance  with various
        government  and state  regulations,  had  $19.7  million  of  securities
deposited with such government or state agencies.               

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        Accounting  practices used to prepare statutory financial statements for
        regulatory  filings of stock life insurance  companies differ in certain
        instances  from GAAP.  The following  reconciles  the Insurance  Group's
        statutory change in surplus and capital stock and statutory  surplus and
        capital  stock  determined  in  accordance  with  accounting   practices
        prescribed by the New York  Insurance  Department  with net earnings and
equity on a GAAP basis.                                         

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Net change in statutory surplus and                                                                       
  capital stock....................................  $       203.6      $       56.0      $       78.1    
Change in asset valuation reserves.................          147.1             (48.4)            365.7    
                                                    -----------------  ----------------  -----------------
Net change in statutory surplus, capital stock                                                            
  and asset valuation reserves.....................          350.7               7.6             443.8    
Adjustments:                                                                                              
  Future policy benefits and policyholders'                                                               
    account balances...............................          (31.1)           (298.5)            (66.0)   
  DAC..............................................          220.7             (13.3)             73.2    
  Deferred Federal income taxes....................          103.1             108.0            (158.1)   
  Valuation of investments.........................           46.8             289.8             189.1    
  Valuation of investment subsidiary...............         (555.8)           (117.7)           (188.6)   
  Limited risk reinsurance.........................           82.3              92.5             416.9    
  Issuance of surplus notes........................            -                 -              (538.9)   
  Postretirement benefits..........................           (3.1)             28.9             (26.7)   
  Other, net.......................................           30.3              12.4             115.1    
  GAAP adjustments of Closed Block.................            3.6              (9.8)             15.7    
  GAAP adjustments of discontinued operations......          189.7             (89.6)             37.3    
                                                    -----------------  ----------------  -----------------
Net Earnings of the Insurance Group................  $       437.2      $       10.3      $      312.8    
                                                    =================  ================  =================

                                                        [Enlarge/Download Table]


                                                                         December 31,                       
                                                    --------------------------------------------------------
                                                          1997               1996                1995       
                                                    -----------------   ----------------   -----------------
                                                                         (In Millions)                      
                                                                                                            
Statutory surplus and capital stock................  $     2,462.5       $    2,258.9       $    2,202.9    
Asset valuation reserves...........................        1,444.6            1,297.5            1,345.9    
                                                    -----------------   ----------------   -----------------
Statutory surplus, capital stock and asset                                                                  
  valuation reserves...............................        3,907.1            3,556.4            3,548.8    
Adjustments:                                                                                                
  Future policy benefits and policyholders'                                                                 
    account balances...............................       (1,336.1)          (1,305.0)          (1,006.5)   
  DAC..............................................        3,236.6            3,104.9            3,075.8    
  Deferred Federal income taxes....................         (370.8)            (306.1)            (452.0)   
  Valuation of investments.........................          783.5              286.8              417.7    
  Valuation of investment subsidiary...............       (1,338.6)            (782.8)            (665.1)   
  Limited risk reinsurance.........................         (254.2)            (336.5)            (429.0)   
  Issuance of surplus notes........................         (539.0)            (539.0)            (538.9)   
  Postretirement benefits..........................         (317.5)            (314.4)            (343.3)   
  Other, net.......................................          203.7              126.3                4.4    
  GAAP adjustments of Closed Block.................          814.3              783.7              830.8    
  GAAP adjustments of discontinued operations......           71.5             (190.3)            (184.6)   
                                                    -----------------   ----------------   -----------------
Equity of the Insurance Group......................  $     4,860.5       $    4,084.0       $    4,258.1    
                                                    =================   ================   =================

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18)     BUSINESS SEGMENT INFORMATION                                            

        The Company has two major business  segments:  Insurance  Operations and
        Investment  Services.  Interest  expense related to debt not specific to
        either  business  segment is presented as  Corporate  interest  expense.
Information for all periods is presented on a comparable basis. 

        Insurance  Operations  offers a variety  of  traditional,  variable  and
        interest-sensitive  life insurance products,  disability income, annuity
        products,  mutual fund and other investment  products to individuals and
        small groups and  administers  traditional  participating  group annuity
        contracts with conversion  features,  generally for corporate  qualified
        pension  plans,  and  association   plans  which  provide  full  service
        retirement  programs for individuals  affiliated with  professional  and
        trade   associations.   This  segment  includes  Separate  Accounts  for
individual insurance and annuity products.                      

        Investment  Services provides  investment fund management,  primarily to
        institutional  clients.  This  segment  includes  the  Company's  equity
        interest in DLJ and Separate  Accounts which provide various  investment
  options for group clients through pooled or single group accounts.

        Intersegment  investment  advisory and other fees of approximately $81.9
        million,  $127.5  million and $124.1  million  for 1997,  1996 and 1995,
        respectively,  are included in total revenues of the Investment Services
        segment.  These fees,  excluding  amounts  related to the GIC Segment of
        $5.1 million,  $15.7 million and $14.7 million for 1997,  1996 and 1995,
respectively, are eliminated in consolidation.                  

                                                        [Enlarge/Download Table]


                                                          1997               1996               1995       
                                                    -----------------   ----------------  -----------------
                                                                         (In Millions)                     

                                                                                                           
Revenues                                                                                                   
Insurance operations...............................  $     3,684.2       $    3,770.6      $    3,614.6    
Investment services................................        1,455.1            1,126.1             949.1    
Consolidation/elimination..........................          (19.9)             (24.5)            (34.9)   
                                                    -----------------   ----------------  -----------------
Total..............................................  $     5,119.4       $    4,872.2      $    4,528.8    
                                                    =================   ================  =================

Earnings (loss) from continuing  operations before Federal income taxes,                                   
  minority interest and cumulative effect of accounting change                                             
Insurance operations...............................  $       250.3       $      (36.6)     $      303.1    
Investment services................................          485.7              311.9             224.0    
Consolidation/elimination..........................            -                   .2              (3.1)   
                                                    -----------------   ----------------  -----------------
      Subtotal.....................................          736.0              275.5             524.0    
Corporate interest expense.........................          (65.3)             (66.9)            (27.9)   
                                                    -----------------   ----------------  -----------------
Total..............................................  $       670.7       $      208.6      $      496.1    
                                                    =================   ================  =================

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Assets                                                                                                      
Insurance operations...................................................  $    68,305.9      $    60,464.9   
Investment services....................................................       13,719.8           13,542.5   
Consolidation/elimination..............................................         (403.6)            (399.6)  
                                                                        ----------------   -----------------
Total..................................................................  $    81,622.1      $    73,607.8   
                                                                        ================   =================

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19)     QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)                             

        The quarterly  results of operations  for 1997 and 1996,  are summarized
below:                                                          

                                                        [Enlarge/Download Table]


                                                            Three Months Ended                               
                               ------------------------------------------------------------------------------
                                   March 31           June 30           September 30          December 31    
                               -----------------  -----------------   ------------------   ------------------
                                                               (In Millions)                                 
                                                                                                             
1997                                                                                                         
Total Revenues................  $     1,266.0      $     1,552.8       $    1,279.0         $    1,021.6     
                               =================  =================   ==================   ==================

Earnings from Continuing                                                                                     
  Operations before                                                                                          
  Cumulative Effect                                                                                          
  of Accounting Change........  $       117.4      $       222.5       $      145.1         $       39.4     
                               =================  =================   ==================   ==================

Net Earnings (Loss)...........  $       114.1      $       223.1       $      144.9         $      (44.9)    
                               =================  =================   ==================   ==================

1996                                                                                                         
Total Revenues................  $     1,176.5      $     1,199.4       $    1,198.4         $    1,297.9     
                               =================  =================   ==================   ==================

Earnings (Loss) from                                                                                         
  Continuing Operations                                                                                      
  before Cumulative Effect                                                                                   
  of Accounting Change........  $        94.8      $        87.1       $       93.2         $     (157.9)    
                               =================  =================   ==================   ==================

Net Earnings (Loss)...........  $        71.7      $        87.1       $       93.2         $     (241.7)    
                               =================  =================   ==================   ==================

        Net earnings for the three  months  ended  December 31, 1997  includes a
        charge of $212.0 million related to additions to valuation allowances on
        and   writeoffs   of  real  estate  of  $225.2   million,   and  reserve
        strengthening  on  discontinued  operations of $84.3 million offset by a
        reversal of prior years tax reserves of $97.5 million.  Net earnings for
        the three  months ended  December  31, 1996  includes a charge of $339.3
        million related to writeoffs of DAC on DI contracts of $94.3 million and
        reserve strengthenings on DI business of $113.7 million,  Pension Par of
$47.5 million and Discontinued Operations of $83.8 million.     

20)     INVESTMENT IN DLJ                                                       

        At December  31,  1997,  the  Company's  ownership  of DLJ  interest was
        approximately  34.4%. The Company's  ownership  interest will be further
        reduced  upon  the  issuance  of  common  stock  after  the  vesting  of
        forfeitable  restricted  stock units  acquired by and/or the exercise of
        options  granted to certain DLJ employees.  DLJ  restricted  stock units
        represents  forfeitable  rights to  receive  approximately  5.2  million
shares of DLJ common stock through February 2000.               

        The results of  operations  of DLJ are accounted for on the equity basis
        and  are  included  in  commissions,   fees  and  other  income  in  the
        consolidated statements of earnings. The Company's carrying value of DLJ
        is included in investment in and loans to affiliates in the consolidated
balance sheets.                                                 

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        Summarized  balance  sheets  information  for  DLJ,  reconciled  to  the
Company's carrying value of DLJ, are as follows:                

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Assets:                                                                                                     
Trading account securities, at market value............................  $   16,535.7       $   15,728.1    
Securities purchased under resale agreements...........................      22,628.8           20,598.7    
Broker-dealer related receivables......................................      28,159.3           16,858.8    
Other assets...........................................................       3,182.0            2,318.1    
                                                                        ----------------   -----------------
Total Assets...........................................................  $   70,505.8       $   55,503.7    
                                                                        ================   =================

Liabilities:                                                                                                
Securities sold under repurchase agreements............................  $   36,006.7       $   29,378.3    
Broker-dealer related payables.........................................      25,706.1           19,409.7    
Short-term and long-term debt..........................................       3,670.6            2,704.5    
Other liabilities......................................................       2,860.9            2,164.0    
                                                                        ----------------   -----------------
Total liabilities......................................................      68,244.3           53,656.5    
DLJ's company-obligated mandatorily redeemed preferred                                                      
  securities of subsidiary trust holding solely debentures of DLJ......         200.0              200.0    
Total shareholders' equity.............................................       2,061.5            1,647.2    
                                                                        ----------------   -----------------
Total Liabilities, Cumulative Exchangeable Preferred Stock and                                              
  Shareholders' Equity.................................................  $   70,505.8       $   55,503.7    
                                                                        ================   =================

DLJ's equity as reported...............................................  $    2,061.5       $    1,647.2    
Unamortized cost in excess of net assets acquired in 1985                                                   
  and other adjustments................................................          23.5               23.9    
The Holding Company's equity ownership in DLJ..........................        (740.2)            (590.2)   
Minority interest in DLJ...............................................        (729.3)            (588.6)   
                                                                        ----------------   -----------------
The Company's Carrying Value of DLJ....................................  $      615.5       $      492.3    
                                                                        ================   =================

        Summarized  statements of earnings information for DLJ reconciled to the
Company's equity in earnings of DLJ is as follows:              

                                                        [Enlarge/Download Table]


                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Commission, fees and other income......................................  $    2,356.8       $    1,818.2    
Net investment income..................................................       1,652.1            1,074.2    
Dealer, trading and investment gains, net..............................         631.6              598.4    
                                                                        ----------------   -----------------
Total revenues.........................................................       4,640.5            3,490.8    
Total expenses including income taxes..................................       4,232.3            3,199.5    
                                                                        ----------------   -----------------
Net earnings...........................................................         408.2              291.3    
Dividends on preferred stock...........................................          12.1               18.7    
                                                                        ----------------   -----------------
Earnings Applicable to Common Shares...................................  $      396.1       $      272.6    
                                                                        ================   =================

DLJ's earnings applicable to common shares as reported.................  $      396.1       $      272.6    
Amortization of cost in excess of net assets acquired in 1985..........          (1.3)              (3.1)   
The Holding Company's equity in DLJ's earnings.........................        (156.8)            (107.8)   
Minority interest in DLJ...............................................        (109.1)             (73.4)   
                                                                        ----------------   -----------------
The Company's Equity in DLJ's Earnings.................................  $      128.9       $       88.3    
                                                                        ================   =================

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21)     ACCOUNTING FOR STOCK-BASED COMPENSATION                                 

        The  Holding  Company  sponsors a stock  option  plan for  employees  of
        Equitable  Life.  DLJ and Alliance  each sponsor  their own stock option
        plans for  certain  employees.  The  Company  has elected to continue to
        account for  stock-based  compensation  using the intrinsic value method
        prescribed  in APB No.  25. Had  compensation  expense  for the  Holding
        Company,  DLJ and  Alliance  Stock  Option  Incentive  Plan options been
        determined  based  on SFAS  No.  123's  fair  value  based  method,  the
        Company's  pro forma net  earnings  for 1997,  1996 and 1995  would have
been:                                                           

                                                        [Enlarge/Download Table]


                                                                1997             1996             1995      
                                                           ---------------  ---------------  ---------------
                                                                            (In Millions)                   
                                                                                                            
Net Earnings:                                                                                               
  As Reported.............................................  $      437.2     $      10.3      $      312.8  
  Pro Forma...............................................  $      426.3     $       3.3      $      311.3  

        The fair value of options  granted  after  December 31, 1994,  used as a
        basis for the above pro forma disclosures,  was estimated as of the date
        of grants  using the  Black-Scholes  option  pricing  model.  The option
pricing assumptions for 1997, 1996 and 1995 are as follows:     

                                                        [Enlarge/Download Table]


                          Holding Company                      DLJ                            Alliance              
                   ------------------------------ ------------------------------- ----------------------------------
                     1997      1996       1995      1997       1996       1995      1997        1996        1995    
                   -------------------- --------- ---------- ---------- --------- ---------- ----------- -----------
                                                                                                                    
Dividend yield....    0.48%     0.80%      0.96%      0.86%      1.54%     1.85%      8.00%      8.00%      8.00%   

Expected volatility  20.00%    20.00%     20.00%     33.00%     25.00%    25.00%     26.00%     23.00%     23.00%   

Risk-free interest                                                                                                  
  rate............    5.99%     5.92%      6.83%      5.96%      6.07%     5.86%      5.70%      5.80%      6.00%   

Expected life.....  5 years   5 years    5 years   5 years    5 years   5 years   7.6 years  7.43 years  7.43 years 

Weighted average                                                                                                    
  grant-date fair                                                                                                   
  value per option   $12.25     $6.94      $5.90    $22.45      $9.35     $7.36      $4.36      $2.69      $2.24    


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        A summary of the Holding Company,  DLJ and Alliance's option plans is as
follows:                                                        

                                                        [Enlarge/Download Table]


                                Holding Company                     DLJ                         Alliance           
                          ----------------------------- ----------------------------- -----------------------------
                                            Options                       Options                       Options    
                                          Outstanding                   Outstanding                   Outstanding  
                                            Weighted                      Weighted                     Weighted    
                                            Average                       Average                       Average    
                              Shares        Exercise        Shares        Exercise        Units        Exercise    
                          (In Millions)      Price      (In Millions)      Price      (In Millions)      Price     
                          --------------- ------------- --------------- ------------- -----------------------------
                                                                                                                   
Balance as of                                                                                                      
  January 1, 1995........       6.8           $20.31          -                             3.8          $15.46    
  Granted................        .4           $20.27          9.2         $27.00            1.8          $20.54    
  Exercised..............       (.1)          $20.00          -                             (.5)         $11.20    
  Expired................       (.1)          $20.00          -                             -                      
  Forfeited..............       (.3)          $22.24          -                             (.3)         $16.64    
                          ---------------               -------------                 ---------------              

Balance as of                                                                                                      
  December 31, 1995......       6.7           $20.27          9.2         $27.00            4.8          $17.72    
  Granted................        .7           $24.94          2.1         $32.54             .7          $25.12    
  Exercised..............       (.1)          $19.91          -                             (.4)         $13.64    
  Expired................       -                             -                             -                      
  Forfeited..............       (.6)          $20.21          (.2)        $27.00            (.1)         $19.32    
                          ---------------               -------------                 ---------------              

Balance as of                                                                                                      
  December 31, 1996......       6.7           $20.79         11.1         $28.06            5.0          $19.07    
  Granted................       3.2           $41.85          3.2         $61.07            1.1          $36.56    
  Exercised..............      (1.6)          $20.26          (.1)        $32.03            (.6)         $16.11    
  Forfeited..............       (.4)          $23.43          (.1)        $27.51            (.2)         $21.28    
                          ---------------               -------------                 ---------------              

Balance as of                                                                                                      
  December 31, 1997......       7.9           $29.05         14.1         $35.56            5.3          $22.82    
                          ===============               =============                 ===============              

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        Information  about options  outstanding  and exercisable at December 31,
1997 is as follows:                                             

                                                        [Enlarge/Download Table]


                                     Options Outstanding                           Options Exercisable           
                     ----------------------------------------------------  ------------------------------------  
                                            Weighted                                                             
                                            Average         Weighted                              Weighted       
      Range of             Number          Remaining         Average             Number           Average        
      Exercise          Outstanding       Contractual       Exercise          Exercisable         Exercise       
       Prices          (In Millions)      Life (Years)        Price          (In Millions)         Price         
--------------------- ----------------- ----------------- ---------------  ------------------- ----------------  

       Holding                                                                                                   
       Company                                                                                                   
----------------------                                                                                           
                                                                                                                 
$18.125   -$27.75            4.8               5.84           $20.94              3.0              $20.41        
$28.50    -$45.25            3.1               9.57           $41.84              -                  -           
                      -----------------                                    -------------------                   
$18.125   -$45.25            7.9               7.29           $29.05              3.0              $20.41        
                      ================= ================= ===============  =================== ================  

         DLJ                                                                                                     
----------------------                                                                                           
$27.00    -$35.99           10.9               8.0            $28.05              4.9              $27.58        
$36.00    -$50.99             .8               9.3            $40.04              -                  -           
$51.00    -$76.00            2.4               9.8            $67.77              -                  -           
                      -----------------                                    -------------------                   
$27.00    -$76.00           14.1               8.4            $35.56              4.9              $27.58        
                      ================= ================= ================  =================== =================

      Alliance                                                                                                   
----------------------                                                                                           
$ 6.0625   -$17.75           1.1               3.86           $13.20              1.0              $13.04        
$19.375    -$19.75            .8               7.34           $19.39               .3              $19.39        
$19.875    -$21.375          1.1               8.28           $20.13               .6              $20.19        
$22.25     -$27.50           1.3               9.81           $23.81               .4              $23.29        
$36.9375   -$37.5625         1.0               9.95           $36.95              -                  -           
                      -----------------                                    -------------------                   
$  6.0625  -$37.5625         5.3               7.58           $22.82              2.3              $17.43        
                      ================= ================== ==============  ====================== =============  

F-43

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INCOME MANAGER(R) ROLLOVER IRA
 STATEMENT OF ADDITIONAL INFORMATION

 MAY 1, 1998
------------------

COMBINATION VARIABLE AND
 FIXED DEFERRED ANNUITY CERTIFICATES

FUNDED THROUGH THE
 INVESTMENT FUNDS OF SEPARATE ACCOUNT NO. 45

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------------------------------------------------
                                                         EQUITY SERIES                                                         
-------------------------------------------------------------------------------------------------------------------------------
   DOMESTIC EQUITY                           INTERNATIONAL EQUITY                      AGGRESSIVE EQUITY                       
                                                                                                                               
     Alliance Common Stock                     Alliance Global                           Alliance Aggressive Stock             
     Alliance Growth & Income                  Alliance International                    Alliance Small Cap Growth             
     BT Equity 500 Index                       BT International Equity Index             BT Small Company Index                
     EQ/Putnam Growth & Income Value           Morgan Stanley Emerging Markets           MFS Emerging Growth Companies         
     MFS Research                                Equity                                  Warburg Pincus Small Company Value    
     Merrill Lynch Basic Value Equity          T. Rowe Price International Stock                                               
     T. Rowe Price Equity Income                                                                                               
-------------------------------------------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------------------------------------------------
         ASSET ALLOCATION SERIES                                          FIXED INCOME SERIES                                  
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
     Alliance Conservative Investors         AGGRESSIVE FIXED INCOME                   DOMESTIC FIXED INCOME                   
     Alliance Growth Investors                 Alliance High Yield                       Alliance Intermediate Government      
     EQ/Putnam Balanced                                                                    Securities                          
     Merrill Lynch World Strategy                                                        Alliance Money Market                 
-------------------------------------------------------------------------------------------------------------------------------

ISSUED BY:
 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
--------------------------------------------------------------------------------
Home Office:              1290 Avenue of the Americas, New York, NY 10104 

Processing Office:        Post Office Box 1547, Secaucus, NJ 07096-1547   
--------------------------------------------------------------------------------

This statement of additional information (SAI) is not a prospectus. It should be
read in conjunction with the Separate Account No. 45 prospectus for the Rollover
IRA,  dated  October  17,  1996 and  prospectus  supplements  dated May 1, 1998,
December 31, and May 1, 1997.  Definitions  of special terms used in the SAI are
found in the prospectus.                                                        

Copies of the prospectus and supplements are available free of charge by writing
the Processing Office, by calling  1-800-789-7771,  toll-free,  or by contacting
your agent.                                                                     

--------------------------------------------------------------------------------
 STATEMENT OF ADDITIONAL INFORMATION
 TABLE OF CONTENTS
--------------------------------------------------------------------------------
                                                                            PAGE
--------------------------------------------------------------------------------
Part    1    Minimum Distribution Withdrawals --                            
                  Traditional IRA Certificates                                 2
--------------------------------------------------------------------------------
  Part    2    Accumulation Unit Values                                        2
--------------------------------------------------------------------------------
  Part    3    Annuity Unit Values                                             2
--------------------------------------------------------------------------------
  Part    4    Custodian and Independent Accountants                           3
--------------------------------------------------------------------------------
Part    5    Alliance Money Market Fund, Alliance Intermediate              
Government Securities Fund and Alliance High
                  Yield Fund Yield Information                                 3
--------------------------------------------------------------------------------
  Part    6    Long-Term Market Trends                                         5
--------------------------------------------------------------------------------
  Part    7    Financial Statements                                            6
--------------------------------------------------------------------------------

Copyright 1998 The Equitable Life Assurance Society of the United States, 
New York, New York 10104. 
All rights reserved. Income Manager is a registered service mark of 
The Equitable Life Assurance Society of the United States.

(IM-98-IRA1096)                                                                 

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PART 1 -- MINIMUM DISTRIBUTION WITHDRAWALS -- TRADITIONAL IRA CERTIFICATES      

If  you  elect  Minimum  Distribution  Withdrawals  described  in  Part 6 of the
prospectus, each year we calculate the Minimum Distribution Withdrawal amount by
using the value of your  Traditional IRA as of December 31 of the prior calendar
year.  We then  calculate the minimum  distribution  amount based on the various
choices you make. This  calculation  takes into account  withdrawals made during
the  current  calendar  year but  prior to the date we  determine  your  Minimum
Distribution   Withdrawal   amount,   except  that  when  Minimum   Distribution
Withdrawals  are  elected  in the  year in  which  you  attain  age 71  1/2,  no
adjustment will be made for any  withdrawals  made between January 1 and April 1
in satisfaction of the minimum distribution requirement for the prior year.     

An election can also be made (1) to have us recalculate your life expectancy, or
joint  life  expectancies,  each  year  or (2) to have us  determine  your  life
expectancy,  or joint life  expectancies,  once and then subtract one year, each
year, from that amount.  The joint life options are only available if the spouse
is the beneficiary. However, if you first elect Minimum Distribution Withdrawals
after April 1 of the year following the calendar year in which you attain age 70
1/2, option (1) will apply.                                                     

--------------------------------------------------------------------------------
PART 2 -- ACCUMULATION UNIT VALUES                                              

Accumulation  Unit Values are determined at the end of each Valuation Period for
each of the Investment Funds. Other annuity contracts and certificates which may
be offered by us will have their own accumulation unit values for the Investment
Funds which may be different from those for the Rollover IRA.                   

The  Accumulation  Unit Value for an Investment Fund for any Valuation Period is
equal  to the  Accumulation  Unit  Value  for  the  preceding  Valuation  Period
multiplied  by the Net  Investment  Factor  for  that  Investment  Fund for that
Valuation Period. The NET INVESTMENT FACTOR is:                                 

(a)                                                                   
--  - c                                                             
(b)                                                                   

where:                                                                          

(a)  is the value of the Investment Fund's shares of the corresponding Portfolio
     at the end of the  Valuation  Period  before  giving  effect to any amounts
     allocated  to or  withdrawn  from the  Investment  Fund  for the  Valuation
     Period.  For this purpose,  we use the share value reported to us by HRT or
EQAT, as applicable.                                                  

(b)  is the value of the Investment Fund's shares of the corresponding Portfolio
     at the end of the preceding  Valuation Period (after any amounts  allocated
or withdrawn for that Valuation Period).                              

(c)  is the daily Separate  Account  mortality and expense risk charge and asset
     based administrative charge relating to the Certificates,  times the number
     of calendar  days in the  Valuation  Period.  These daily charges are at an
effective annual rate not to exceed a total of 1.15%.                 

--------------------------------------------------------------------------------
PART 3 -- ANNUITY UNIT VALUES                                                   

The annuity  unit value was fixed at $1.00 on each Fund's  respective  effective
date (as shown in the  prospectus) for  Certificates  with assumed base rates of
net investment  return of both 5% and 3 1/2% a year.  For each Valuation  Period
after that date,  it is the  annuity  unit value for the  immediately  preceding
Valuation  Period  multiplied  by the adjusted Net  Investment  Factor under the
Certificate.  For each Valuation  Period,  the adjusted Net Investment Factor is
equal to the Net Investment  Factor reduced for each day in the Valuation Period
by:                                                                             

o  .00013366  of the Net  Investment  Factor  if the  assumed  base  rate of net
investment return is 5% a year; or                                        

o  .00009425  of the Net  Investment  Factor  if the  assumed  base  rate of net
investment return is 3 1/2%.                                              

Because of this adjustment,  the annuity unit value rises and falls depending on
whether the actual rate of net investment return (after deduction of charges) is
higher or lower than the assumed base rate.                                     

All Certificates have a 5% assumed base rate of net investment return, except in
states where that rate is not permitted.  Annuity  payments  under  Certificates
with an assumed  base rate of 3 1/2% will at first be smaller  than those  under
Certificates   with  a  5%  assumed  base  rate.   Payments  under  the  3  1/2%
Certificates,  however,  will rise more rapidly when unit values are rising, and
payments  will fall more slowly when unit values are falling than those under 5%
Certificates.                                                                   

The amounts of variable annuity payments are determined as follows:             

Payments  normally start on the Business Day specified on your election form, or
on such other future date as specified  therein and are made on a monthly basis.
The first three payments are of equal amounts.  Each of the first three payments
will be based on the  amount  specified  in the  Tables  of  Guaranteed  Annuity
Payments in the Certificate.                                                    

The first  three  payments  depend on the  assumed  base rate of net  investment
return and the form of annuity  chosen  (and any fixed  period).  If the annuity
involved a                                                                      

2 

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life  contingency,  the risk  class and the age of the  annuitants  will  affect
payments.                                                                       

The  amount of the  fourth and each later  payment  will vary  according  to the
investment  performance of the Investment  Funds.  Each monthly  payment will be
calculated by  multiplying  the number of annuity units  credited by the average
annuity unit value for the second calendar month  immediately  preceding the due
date of the  payment.  The number of units is  calculated  by dividing the first
monthly  payment  by the  annuity  unit  value for the  Valuation  Period  which
includes the due date of the first  monthly  payment.  The average  annuity unit
value is the average of the annuity unit values for the Valuation Periods ending
in that month.  Variable  income  annuities  may also be  available  by separate
prospectus through the Investment Funds of other separate accounts we offer.    

Illustration of Changes in Annuity Unit Values                                  

To show how we determine  variable annuity payments from month to month,  assume
that the Annuity Account Value on an Annuity Commencement Date is enough to fund
an annuity  with a monthly  payment of $363 and that the annuity  unit value for
the Valuation  Period that includes the due date of the first annuity payment is
$1.05.  The number of annuity units  credited under the contract would be 345.71
(363 divided by 1.05 = 345.71).                                                 

If the fourth  monthly  payment is due in March,  and the average  annuity  unit
value for January was $1.10,  the annuity  payment for March would be the number
of units (345.71) times the average annuity unit value ($1.10),  or $380.28.  If
the average annuity unit value was $1 in February, the annuity payment for April
would be 345.71 times $1, or $345.71.                                           

--------------------------------------------------------------------------------
PART 4 -- CUSTODIAN AND INDEPENDENT ACCOUNTANTS                                 

Equitable Life is the custodian for shares of HRT and EQAT owned by the Separate
Account.                                                                        

The financial  statements of the Separate Account for the periods ended December
31, 1997 and 1996, and the consolidated  financial  statements of Equitable Life
at December 31, 1997 and 1996 and for each of the three years ended December 31,
1997 included in the SAI have been audited by Price Waterhouse LLP.             

The financial  statements of the Separate Account for the periods ended December
31, 1997 and 1996, and the consolidated  financial  statements of Equitable Life
at December 31, 1997 and 1996 and for each of the three years ended December 31,
1997  included  in this SAI have been so  included in reliance on the reports of
Price Waterhouse LLP,  independent  accountants,  given on the authority of such
firm as experts in accounting and auditing.                                     

--------------------------------------------------------------------------------
PART  5  --  ALLIANCE  MONEY  MARKET  FUND,  ALLIANCE  INTERMEDIATE   GOVERNMENT
SECURITIES FUND AND ALLIANCE HIGH YIELD FUND YIELD INFORMATION            

Alliance Money Market Fund                                                      

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

The net change is then  reduced by the average  contract  fee factor  (explained
below). This reduction is made to recognize the deduction of the annual contract
fee, which is not reflected in the unit value. See "Annual Contract Fee" in Part
7 of the prospectus.                                                            

Accumulation  Unit Values  reflect all other  accrued  expenses of the  Alliance
Money  Market Fund but do not  reflect  the  distribution  fee,  the  withdrawal
charge,  the GMDB/GMIB  Charge or any charges for applicable taxes such as state
or local premium taxes.                                                         

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

The actual  dollar  amount of the annual  contract fee that is deducted from the
Alliance  Money Market Fund will vary for each  Certificate  depending  upon the
percentage of the Annuity  Account Value  allocated to the Alliance Money Market
Fund. To determine the effect of the annual  contract fee on the yield, we start
with the total dollar  amounts of the charges  deducted from the Fund during the
12-month  period  ending  on the last  day of the  prior  year.  The  amount  is
multiplied  by 7/365 to produce an average  contract fee factor which is used in
all weekly yield  computations  for the ensuing year.  The average  contract fee
factor is then divided by the number of rollover IRA Alliance  Money Market Fund
Accumulation  Units as of the end of the prior  calendar year, and the resulting
quotient  is  deducted  from the net change in  Accumulation  Unit Value for the
seven-day period.                                                               

The effective yield is obtained by modifying the current yield to give effect to
the  compounding  nature of the Alliance  Money Market  Fund's  investments,  as
follows:                                                                        

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the unannualized  adjusted base period return is compounded by adding one to the
adjusted base period return,  raising the sum to a power equal to 365 divided by
7, and  subtracting  one from the result,  i.e.,  effective yield = (base period
return + 1) [superscript:  (365/7)] - 1. The  Alliance  Money Market Fund yields
will  fluctuate  daily.  Accordingly,  yields  for  any  given  period  are  not
necessarily  representative  of  future  results.  In  addition,  the  value  of
Accumulation  Units of the  Alliance  Money Market Fund will  fluctuate  and not
remain constant.                                                                

Alliance Intermediate Government Securities Fund and Alliance High Yield Fund   

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

Accumulation  Unit Values  reflect all other  accrued  expenses of the  Alliance
Intermediate  Government  Securities  or  Alliance  High  Yield  Fund but do not
reflect the distribution fee, the withdrawal charge, the GMDB/GMIB Charge or any
charges for applicable taxes such as state or local premium taxes.              

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

The actual  dollar  amount of the annual  contract fee that is deducted from the
Alliance  Intermediate  Government  Securities  or Alliance High Yield Fund will
vary for each  Certificate  depending upon the percentage of the Annuity Account
Value allocated to the Alliance  Intermediate  Government Securities or Alliance
High Yield  Fund.  To  determine  the effect of the annual  contract  fee on the
yield,  we start with the total dollar amounts of the charges  deducted from the
Fund during the 12-month  period  ending on the last day of the prior year.  The
amount is multiplied  by 30/365 to produce an average  contract fee factor which
is used in all 30-day  yield  computations  for the  ensuing  year.  The average
contract fee is then divided by the number of Rollover IRA Alliance Intermediate
Government  Securities or Alliance High Yield Fund Accumulation  Units as of the
end of the prior calendar year, and the resulting  quotient is deducted from the
net change in Accumulation Unit Value for the 30-day period.                    

The effective yield is obtained by modifying the current yield to give effect to
the compounding  nature of the Alliance  Intermediate  Government  Securities or
Alliance High Yield Fund's investments,  as follows:  the unannualized  adjusted
base  period  return is  compounded  by adding one to the  adjusted  base period
return,  raising the sum to a power equal to 365 divided by 30, and  subtracting
one  from  the  result,  i.e.,  effective  yield  =  (base  period  return  + 1)
[superscript: (365/30)] - 1. The yields for the Alliance Intermediate Government
Securities  and Alliance  High Yield Funds will  fluctuate  daily.  Accordingly,
yields  for any  given  period  are not  necessarily  representative  of  future
results.  In  addition,   the  value  of  Accumulation  Units  of  the  Alliance
Intermediate  Government Securities and Alliance High Yield Funds will fluctuate
and not remain constant.                                                        

Alliance Money Market Fund, Alliance Intermediate Government Securities Fund and
Alliance High Yield Fund Yield Information                                      

The yields for the Alliance Money Market Fund, Alliance Intermediate  Government
Securities  Fund and  Alliance  High Yield  Fund  reflect  charges  that are not
normally reflected in the yields of other investments and therefore may be lower
when  compared  with yields of other  investments.  The yields for the  Alliance
Money Market Fund, Alliance Intermediate Government Securities Fund and Alliance
High Yield Fund should not be  compared to the return on fixed rate  investments
which guarantee rates of interest for specified  periods,  such as the Guarantee
Periods.  Nor should the yields be compared to the yields of money  market funds
or government securities funds made available to the general public.            

The seven-day current yield for the Alliance Money Market Fund was 5.35% for the
period ended December 31, 1997. The effective yield for that period was 5.49%   

The 30-day  current yield for the Alliance  Intermediate  Government  Securities
Fund was 8.07% for the period ended December 31, 1997.  The effective  yield for
that period was 8.38%.                                                          

The 30-day  current  yield for the  Alliance  High Yield Fund was 16.14% for the
period ended December 31, 1997. The effective yield for that period was 17.39%. 

Because the above yields  reflect the  deduction of Separate  Account  expenses,
including the annual contract fee, they are lower than the  corresponding  yield
figures  for  the  Alliance  Money  Market,   Alliance  Intermediate  Government
Securities and Alliance High Yield  Portfolios  which reflect only the deduction
of HRT-level expenses.                                                          

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PART 6 -- LONG-TERM MARKET TRENDS                                               

As a tool for  understanding  how  different  investment  strategies  may affect
long-term  results,  it may be useful to  consider  the  historical  returns  on
different types of assets. The following charts present historical return trends
for various types of securities.  The information presented,  while not directly
related  to  the  performance  of the  Investment  Funds,  helps  to  provide  a
perspective on the potential  returns of different  asset classes over different
periods of time.  By  combining  this  information  with  knowledge  of your own
financial  needs  (e.g.,  the length of time until you  retire,  your  financial
requirements at retirement), you may be able to better determine how you wish to
allocate contributions among the Investment Funds.                              

Historically,   the  long-term  investment  performance  of  common  stocks  has
generally  been superior to that of long- or  short-term  debt  securities.  For
those investors who have many years until retirement,  or whose primary focus is
on long-term growth  potential and protection  against  inflation,  there may be
advantages  to allocating  some or all of their  Annuity  Account Value to those
Investment Funds that invest in stocks.                                         

Growth of $1 Invested on January 1, 1957
(Values are as of last business day)

[THE FOLLOWING DATA WAS REPRESENTED AS A                                        
SHADED AREA GRAPH IN THE TYPESET DOCUMENT:]                                     

Common Stock    Inflation                       
1957                 0.89         1.03                                    
1958                 1.28         1.05                                    
1959                 1.43         1.06                                    
1960                 1.44         1.08                                    
1961                 1.83         1.09                                    
1962                 1.67         1.10                                    
1963                 2.05         1.12                                    
1964                 2.38         1.13                                    
1965                 2.68         1.15                                    
1966                 2.41         1.19                                    
1967                 2.99         1.23                                    
1968                 3.32         1.29                                    
1969                 3.04         1.36                                    
1970                 3.16         1.44                                    
1971                 3.61         1.49                                    
1972                 4.30         1.54                                    
1973                 3.67         1.67                                    
1974                 2.70         1.88                                    
1975                 3.70         2.01                                    
1976                 4.58         2.11                                    
1977                 4.25         2.25                                    
1978                 4.53         2.45                                    
1979                 5.37         2.78                                    
1980                 7.11         3.12                                    
1981                 6.76         3.40                                    
1982                 8.20         3.54                                    
1983                10.05         3.67                                    
1984                10.68         3.81                                    
1985                14.11         3.96                                    
1986                16.72         4.00                                    
1987                17.60         4.18                                    
1988                20.55         4.36                                    
1989                27.03         4.57                                    
1990                26.17         4.85                                    
1991                34.16         4.99                                    
1992                36.78         5.14                                    
1993                40.46         5.28                                    
1994                40.99         5.42                                    
1995                56.33         5.56                                    
1996                69.33         5.74                                    
1997                92.44         5.85                                    

[WHITE AREA = COMMON STOCK]                                                     
[BLACK AREA = INFLATION]                                                        

[END OF GRAPHICALLY REPRESENTED DATA]                                           

Source:  Ibbotson Associates,  Inc. See discussion and information preceding and
following chart on next page.                                                   

Over shorter periods of time, however,  common stocks tend to be subject to more
dramatic changes in value than fixed-income (debt) securities. Investors who are
nearing retirement age, or who have a need to limit short-term risk, may find it
preferable to allocate a smaller  percentage  of their Annuity  Account Value to
those  Investment  Funds  that  invest in common  stocks.  The  following  graph
illustrates the monthly  fluctuations in value of $1 based on monthly returns of
the  Standard & Poor's 500 during  1990,  a year that  represents  more  typical
volatility than 1997.                                                           

Growth of $1 Invested on January 1, 1990
(Values are as of last business day)

[THE FOLLOWING DATA WAS REPRESENTED AS A BLACK & WHITE LINE GRAPH               
IN THE TYPESET DOCUMENT:]                                                       

Intermediate-Term           
           Govt. Bonds               Common Stocks
1/1/90                      1.00                      1.00                  
Jan.                        0.99                      0.93                  
Feb.                        0.99                      0.94                  
Mar.                        0.99                      0.97                  
Apr.                        0.98                      0.95                  
May                         1.01                      1.04                  
June                        1.02                      1.03                  
July                        1.04                      1.03                  
Aug.                        1.03                      0.93                  
Sep.                        1.04                      0.89                  
Oct.                        1.06                      0.89                  
Nov.                        1.08                      0.94                  
Dec.                        1.10                      0.97                  

[BLACK DOTS = INTERMEDIATE-TERM GOVT. BONDS]                                    
[WHITE DOTS = COMMON STOCKS]                                                    

[END OF GRAPHICALLY REPRESENTED DATA]                                           

Source:  Ibbotson Associates,  Inc. See discussion and information preceding and
following chart.                                                                

The following  chart  illustrates  average  annual rates of return over selected
time periods between December 31, 1926 and December 31, 1997 for different types
of securities:  common stocks,  long-term government bonds,  long-term corporate
bonds,   intermediate-term   government  bonds  and  U.S.  Treasury  Bills.  For
comparison  purposes,  the  Consumer  Price  Index  is  shown  as a  measure  of
inflation.  The  average  annual  returns  shown in the  chart  reflect  capital
appreciation  and  assume  the  reinvestment  of  dividends  and  interest.   No
investment management fees or expenses, and no charges typically associated with
deferred annuity products, are reflected.                                       

The  information  presented is merely a summary of past experience for unmanaged
groups  of  securities  and is  neither  an  estimate  nor  guarantee  of future
performance.  Any  investment in securities,  whether  equity or debt,  involves
varying  degrees of potential  risk, in addition to offering  varying degrees of
potential reward.                                                               

The  rates of  return  illustrated  do not  represent  returns  of the  Separate
Account.  In  addition,  there  is no  assurance  that  the  performance  of the
Investment Funds will correspond to rates of return such as those illustrated in
the chart.                                                                      

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                                 MARKET TRENDS:                                                        
                       ILLUSTRATIVE ANNUAL RATES OF RETURN                                             
-------------------------------------------------------------------------------------------------------
                                                        LONG-TERM  INTERMEDIATE-    U.S.               
FOR THE FOLLOWING PERIODS         COMMON    LONG-TERM   CORPORATE      TERM       TREASURY   CONSUMER  
ENDING 12/31/97:                  STOCKS   GOVT. BONDS    BONDS     GOVT. BONDS     BILLS   PRICE INDEX
-------------------------------------------------------------------------------------------------------
                                                                                                       
    1 Year                        33.36%     15.85%      12.95%        8.38%        5.26%      1.92%   
    3 Years                       31.15%     14.76%      13.36%        8.93%        5.35%      2.59%   
    5 Years                       20.24%     10.51%       9.22%        6.40%        4.57%      2.64%   
   10 Years                       18.05%     11.32%      10.85%        8.33%        5.44%      3.43%   
   20 Years                       16.65%     10.39%      10.29%        9.51%        7.29%      4.90%   
   30 Years                       12.12%      8.63%       8.86%        8.52%        6.77%      5.34%   
   40 Years                       12.30%      6.71%       7.09%        7.10%        5.85%      4.44%   
   50 Years                       13.12%      5.70%       6.07%        6.04%        4.99%      3.94%   
   60 Years                       12.53%      5.31%       5.54%        5.44%        4.18%      4.11%   
Since 12/31/26                    10.99%      5.19%       5.71%        5.25%        3.77%      3.17%   
Inflation adjusted since 1926      7.58%      1.96%       2.46%        2.02%        0.58%        --    
-------------------------------------------------------------------------------------------------------

SOURCE:  Ibbotson,  Roger G., and Rex A. Sinquefield,  Stocks, Bonds, Bills, and
Inflation  (SBBI),  1982,  updated in Stocks,  Bonds,  Bills and Inflation  1998
Yearbook,(TM) Ibbotson Associates, Inc., Chicago. All rights reserved.          

COMMON  STOCKS (S&P 500) -- Standard and Poor's  Composite  Index,  an unmanaged
weighted  index of the  stock  performance  of 500  industrial,  transportation,
utility and financial companies.                                                

LONG-TERM  GOVERNMENT BONDS -- Measured using a one-bond  portfolio  constructed
each year  containing a bond with  approximately  a  twenty-year  maturity and a
reasonably current coupon.                                                      

LONG-TERM CORPORATE BONDS -- For the period 1969 -- 1997, represented by the    
Salomon Brothers Long-Term, High-Grade Corporate Bond Index; for the period 1946
-- 1968, the Salomon Brothers Index was backdated using Salomon Brothers monthly
yield data and a methodology similar to that used by Salomon Brothers for 1969  
-- 1997; for the period 1927 -- 1945, the Standard and Poor's monthly High-Grade
Corporate Composite yield data were used, assuming a 4 percent coupon and a     
twenty-year maturity.                                                           

INTERMEDIATE-TERM   GOVERNMENT  BONDS  --  Measured  by  a  one-bond   portfolio
constructed each year containing a bond with approximately a five-year maturity.

U.S. TREASURY BILLS -- Measured by rolling over each month a one-bill  portfolio
containing,  at the  beginning  of each  month,  the bill  having  the  shortest
maturity not less than one month.                                               

INFLATION  --  Measured  by the  Consumer  Price  Index for all Urban  Consumers
(CPI-U), not seasonally adjusted.                                               

--------------------------------------------------------------------------------
PART 7 -- FINANCIAL STATEMENTS                                                  

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

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

INDEX TO FINANCIAL STATEMENTS                                                   

                                                        [Enlarge/Download Table]
                                                                                                              
Report of Independent Accountants.......................................................................  FS-2
Financial Statements:                                                                                         
      Statements of Assets and Liabilities, December 31, 1997...........................................  FS-3
      Statements of Operations for the Year Ended December 31, 1997.....................................  FS-6
      Statements of Changes in Net Assets for the Years Ended December 31, 1997 and 1996................  FS-9
      Notes to Financial Statements..................................................................... FS-14

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS                                      

                                                        [Enlarge/Download Table]
                                                                                                            
Report of Independent Accountants....................................................................... F-1
Consolidated Financial Statements:                                                                          
   Consolidated Balance Sheets, December 31, 1997 and 1996.............................................. F-2
   Consolidated Statements of Earnings, Years Ended December 31, 1997, 1996 and 1995.................... F-3
   Consolidated Statements of Shareholder's Equity, Years Ended December 31, 1997,                          
     1996 and 1995...................................................................................... F-4
   Consolidated Statements of Cash Flows, Years Ended December 31, 1997, 1996 and 1995.................. F-5
   Notes to Consolidated Financial Statements........................................................... F-6

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 REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of                                                    
The Equitable Life Assurance Society of the United States                       
and Contractowners of Separate Account No. 45                                   
of The Equitable Life Assurance Society of the United States                    

In our opinion,  the  accompanying  statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of the Alliance Money Market Fund,
Alliance  Intermediate  Government Securities Fund, Alliance High Yield Fund, T.
Rowe Price Equity Income Fund,  EQ/Putnam  Growth & Income Value Fund,  Alliance
Growth & Income  Fund,  Alliance  Equity Index Fund,  Merrill  Lynch Basic Value
Equity Fund,  Alliance  Common Stock Fund,  MFS Research Fund,  Alliance  Global
Fund,  Alliance  International  Fund,  T. Rowe Price  International  Stock Fund,
Morgan Stanley  Emerging  Markets Equity Fund,  Alliance  Aggressive Stock Fund,
Warburg  Pincus Small Company Value Fund,  Alliance  Small Cap Growth Fund,  MFS
Emerging Growth Companies Fund, Alliance Conservative  Investors Fund, EQ/Putnam
Balanced Fund,  Alliance Growth  Investors Fund and Merrill Lynch World Strategy
Fund,  separate  investment funds of The Equitable Life Assurance Society of the
United States  ("Equitable  Life") Separate  Account No. 45 at December 31, 1997
and the  results of each of their  operations  and  changes in each of their net
assets  for  the  periods  indicated  in  conformity  with  generally   accepted
accounting  principles.  These financial  statements are the  responsibility  of
Equitable  Life's  management;  our  responsibility  is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
financial  statements in accordance with generally  accepted auditing  standards
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates  made by management  and evaluating the overall
financial  statement  presentation.  We believe that our audits,  which included
confirmation  of shares  owned in The Hudson  River Trust and in The EQ Advisors
Trust at December 31, 1997 with the transfer agent,  provide a reasonable  basis
for the opinion expressed above.                                                

Price Waterhouse LLP                                                            
New York, New York                                                              
February 10, 1998                                                               

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

STATEMENTS OF ASSETS AND LIABILITIES                                            
DECEMBER 31, 1997                                                               

                                                        [Enlarge/Download Table]

                                                                   FIXED INCOME SERIES                                       
                                                   --------------------------------------------                              
                                                                    ALLIANCE                                                 
                                                    ALLIANCE      INTERMEDIATE                                               
                                                     MONEY         GOVERNMENT     ALLIANCE                                   
                                                     MARKET        SECURITIES       HIGH                                     
                                                      FUND            FUND       YIELD FUND                                  
                                                   -----------   -------------  ---------------                              
ASSETS                                                                                                                       
                                                                                                                             
Investments in shares of the Trusts --                                                                                       
  at market value (Note 1)                                                                                                   
       Cost:                 $82,037,124.......... $81,571,923                                                               
                              11,097,635..........               $11,119,574                                                 
                              19,330,287..........                              $18,544,101                                  
 Receivable (payable) for policy-related                                                                                     
   transactions...................................   2,903,327        50,563        662,782                                  
                                                   -----------   -----------   ------------                                  
Total Assets......................................  84,475,250    11,170,137     19,206,883                                  
                                                   -----------   -----------   ------------                                  

LIABILITIES                                                                                                                  
Payable (receivable) for the Trust shares                                                                                    
   purchased......................................   2,910,079        52,140        665,890                                  
Amount retained by Equitable Life in Separate                                                                                
   Account No. 45 (Note 5)........................     206,810        55,747         59,654                                  
                                                   -----------   -----------   ------------                                  
Total Liabilities.................................   3,116,889       107,887        725,544                                  
                                                   -----------   -----------   ------------                                  

NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS........ $81,358,361   $11,062,250    $18,481,339                                  
                                                   ===========   ===========   ============                                  



                                                                                      EQUITY SERIES                          
                                                   --------------------------------------------------------------------------
                                                                                                                  MERRILL    
                                                   T. ROWE PRICE     EQ/PUTNAM                      ALLIANCE       LYNCH     
                                                      EQUITY          GROWTH &       ALLIANCE        EQUITY     BASIC VALUE  
                                                       EQUITY      INCOME VALUE     GROWTH &         INDEX         EQUITY    
                                                    INCOME FUND        FUND         INCOME FUND       FUND          FUND     
                                                   -------------  --------------    -----------   -----------  --------------
ASSETS                                                                                                                       
                                                                                                                             
Investments in shares of the Trusts --                                                                                       
  at market value (Note 1)                                                                                                   
       Cost:                  18,007,458.......... $18,987,864                                                               
                              14,008,930..........                $14,200,058                                                
                              88,651,911..........                                $94,268,289                                
                                  99,286..........                                                $104,008                   
                               9,928,247..........                                                             $9,863,914    
Receivable (payable) for policy-related                                                                                      
   transactions...................................     105,202        186,146         809,151           (8)        34,834    
                                                   -----------    -----------     -----------    ---------     ----------    
Total Assets......................................  19,093,066     14,386,204      95,077,440      104,000      9,898,748    
                                                   -----------    -----------     -----------    ---------     ----------    

LIABILITIES                                                                                                                  
Payable (receivable) for the Trust shares                                                                                    
   purchased......................................     109,104        189,102         829,693           --         36,845    
Amount retained by Equitable Life in Separate                                                                                
   Account No. 45 (Note 5)........................      15,447         11,682         366,973        6,482          7,463    
                                                   -----------    -----------     -----------    ---------     ----------    
Total Liabilities.................................     124,551        200,784       1,196,666        6,482         44,308    
                                                   -----------    -----------     -----------    ---------     ----------    

NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS........ $18,968,515    $14,185,420     $93,880,774    $  97,518     $9,854,440    
                                                   ===========    ===========     ===========    =========     ==========    

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

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

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                
DECEMBER 31, 1997                                                               

                                                        [Enlarge/Download Table]

                                                                              EQUITY SERIES (CONTINUED)                 
                                                            ------------------------------------------------------------

                                                              ALLIANCE                                                  
                                                              COMMON              MFS        ALLIANCE        ALLIANCE   
                                                               STOCK           RESEARCH       GLOBAL       INTERNATIONAL
                                                                FUND             FUND          FUND            FUND     
                                                            ------------    ------------   ------------    -------------
ASSETS                                                                                                                  
                                                                                                                        
Investments in shares of the Trusts --                                                                                  
at market value (Note 1)                                                                                                
Cost:                       $297,090,529................... $320,541,976                                                
                              11,939,823...................                 $11,977,333                                 
                              38,334,848...................                                $38,090,450                  
                              18,748,095...................                                               $16,610,244   
Receivable (payable) for policy-related transactions.......    1,219,096         44,794        646,213         31,494   
                                                            ------------    -----------    -----------    -----------   
Total Assets...............................................  321,761,072     12,022,127     38,736,663     16,641,738   
                                                            ------------    -----------    -----------    -----------   

LIABILITIES                                                                                                             
Payable (receivable) for the Trust shares purchased........    1,275,113         47,322         83,460         68,383   
Amount retained by Equitable Life in Separate                                                                           
   Account No. 45 (Note 5).................................    1,176,309         10,019        143,534         90,013   
                                                            ------------    -----------    -----------    -----------   
Total Liabilities..........................................    2,451,422         57,341        226,994        158,396   
                                                            ------------    -----------    -----------    -----------   

NET ASSETS ATTRIBUTABLE TO CONTRACT  OWNERS................ $319,309,650    $11,964,786    $38,509,669    $16,483,342   
                                                            ============    ===========    ===========    ===========   



                                                                     EQUITY SERIES (CONTINUED)                          
                                                            -----------------------------------------                   
                                                                 T. ROWE     MORGAN                                     
                                                                  PRICE      STANLEY       ALLIANCE                     
                                                              INTERNATIONAL  EMERGING     AGGRESSIVE                    
                                                                  STOCK       MARKETS       STOCK                       
                                                                   FUND     EQUITY FUND      FUND                       
                                                            -------------  -----------  ------------                    
ASSETS                                                                                                                  
                                                                                                                        
Investments in shares of the Trusts --                                                                                  
at market value (Note 1)                                                                                                
Cost:                         13,205,929................... $12,628,951                                                 
                               2,479,420...................                 $2,241,138                                  
                             122,157,062...................                               $118,305,660                  
Receivable (payable) for policy-related transactions.......    (241,260)        14,961          55,012                  
                                                            -----------     ----------    ------------                  
Total Assets...............................................  12,387,691      2,256,099     118,360,672                  
                                                            -----------     ----------    ------------                  

LIABILITIES                                                                                                             
Payable (receivable) for the Trust shares purchased........    (238,550)        15,412          76,530                  
Amount retained by Equitable Life in Separate                                                                           
   Account No. 45 (Note 5).................................       9,534          1,594         456,464                  
                                                            -----------     ----------    ------------                  
Total Liabilities..........................................    (229,016)        17,006         532,994                  
                                                            -----------     ----------    ------------                  

NET ASSETS ATTRIBUTABLE TO CONTRACT  OWNERS................ $12,616,707     $2,239,093    $117,827,678                  
                                                            ===========     ==========    ============                  

-------------------------                                                       
See Notes to Financial Statements.                                              
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THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       
SEPARATE ACCOUNT NO. 45                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONCLUDED)                                
DECEMBER 31, 1997                                                               

                                                        [Enlarge/Download Table]

                                                                         EQUITY SERIES (CONTINUED)               
                                                           -----------------------------------------             
                                                             WARBURG                         MFS                 
                                                             PINCUS         ALLIANCE      EMERGING               
                                                              SMALL         SMALL CAP      GROWTH                
                                                             COMPANY         GROWTH       COMPANIES              
                                                            VALUE FUND        FUND           FUND                
                                                           -----------    -----------    -----------             
ASSETS                                                                                                           
                                                                                                                 
Investments in shares of the Trusts --                                                                           
at market value (Note 1)                                                                                         
Cost:                        $25,096,987.................. $24,796,551                                           
                              16,633,779..................                $16,289,343                            
                              12,205,272..................                               $11,946,078             
Receivable (payable) for policy-related transactions......     208,290        107,600         73,764             
                                                           -----------    -----------    -----------             
Total Assets..............................................  25,004,841     16,396,943     12,019,842             
                                                           -----------    -----------    -----------             

LIABILITIES                                                                                                      
Payable (receivable) for the Trust shares purchased.......     213,483        114,679         76,254             
Amount retained by Equitable Life in Separate                                                                    
   Account No. 45 (Note 5)................................      19,432         54,205          9,228             
                                                           -----------    -----------    -----------             
Total Liabilities.........................................     232,915        168,884         85,482             
                                                           -----------    -----------    -----------             

NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS................ $24,771,926    $16,228,059    $11,934,360             
                                                           ===========    ===========    ===========             


                                                                                 ASSET ALLOCATION SERIES         
                                                           ------------------------------------------------------
                                                                                                         MERRILL 
                                                             ALLIANCE                     ALLIANCE        LYNCH  
                                                           CONSERVATIVE    EQ/PUTNAM       GROWTH         WORLD  
                                                            INVESTORS      BALANCED      INVESTORS       STRATEGY
                                                               FUND          FUND           FUND           FUND  
                                                           ------------   ----------     ----------    ----------
ASSETS                                                                                                           
                                                                                                                 
Investments in shares of the Trusts --                                                                           
at market value (Note 1)                                                                                         
Cost:                         20,991,531.................. $21,474,276                                           
                               5,965,298..................                $6,038,880                             
                              64,675,197..................                              $66,360,908              
                               2,544,176..................                                             $2,415,053
Receivable (payable) for policy-related transactions......     146,316        76,680        120,470         9,748
                                                           -----------    ----------    -----------    ----------
Total Assets..............................................  21,620,592     6,115,560     66,481,378     2,424,801
                                                           -----------    ----------    -----------    ----------

LIABILITIES                                                                                                      
Payable (receivable) for the Trust shares purchased.......     149,280        77,927        132,026        10,238
Amount retained by Equitable Life in Separate                                                                    
   Account No. 45 (Note 5)................................     142,854         4,667        366,318         1,768
                                                           -----------    ----------    -----------    ----------
Total Liabilities.........................................     292,134        82,594        498,344        12,006
                                                           -----------    ----------    -----------    ----------

NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS................ $21,328,458    $6,032,966    $65,983,034    $2,412,795
                                                           ===========    ==========    ===========    ==========

-------------------------                                                       
See Notes to Financial Statements.                                              
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THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       
SEPARATE ACCOUNT NO. 45                                                         

STATEMENTS OF OPERATIONS                                                        
FOR THE YEAR ENDED DECEMBER 31, 1997                                            

                                                        [Enlarge/Download Table]

                                                                      FIXED INCOME SERIES                                   
                                                            --------------------------------------                          
                                                                            ALLIANCE                                        
                                                             ALLIANCE     INTERMEDIATE   ALLIANCE                           
                                                              MONEY        GOVERNMENT      HIGH                             
                                                              MARKET       SECURITIES     YIELD                             
                                                               FUND           FUND        FUND(A)                           
                                                            -----------    ----------   -----------                         
INCOME AND EXPENSES:                                                                                                        
                                                                                                                            
Investment Income (Note 2):                                                                                                 
   Dividends from the Trusts .............................. $ 2,767,636    $ 373,989    $   654,819                         
Expenses (Note 3):                                                                                                          
Asset based charges .......................................     445,521       70,280         53,671                         
                                                            -----------    ---------    -----------                         
NET INVESTMENT INCOME (LOSS) ..............................   2,322,115      303,709        601,148                         
                                                            -----------    ---------    -----------                         

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                                      
   INVESTMENTS (NOTE 2):                                                                                                    
Realized gain (loss) on investments .......................      59,011       12,754         76,963                         
Realized gain distribution from the Trusts ................       5,264           --        706,360                         
                                                            -----------    ---------    -----------                         
   Net Realized Gain (Loss) ...............................      64,275       12,754        783,323                         
                                                            -----------    ---------    -----------                         
Unrealized appreciation (depreciation) on                                                                                   
   investments                                                                                                              
Beginning of period .......................................    (197,899)     (36,715)            --                         
End of period .............................................    (465,201)      21,939       (786,186)                        
                                                            -----------    ---------    -----------                         
Change in unrealized appreciation (depreciation)                                                                            
during the period .........................................    (267,302)      58,654       (786,186)                        
                                                            -----------    ---------    -----------                         

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                                  
   INVESTMENTS ............................................    (203,027)      71,408         (2,863)                        
                                                            -----------    ---------    -----------                         
NET INCREASE IN NET ASSETS RESULTING FROM                                                                                   
   OPERATIONS ............................................. $ 2,119,088    $ 375,117    $   598,285                         
                                                            ===========    =========    ===========                         


                                                                                      EQUITY SERIES                         
                                                            --------------------------------------------------------------- 
                                                             T. ROWE                                             MERRILL    
                                                              PRICE       EQ/PUTNAM     ALLIANCE    ALLIANCE      LYNCH     
                                                              EQUITY       GROWTH &     GROWTH &     EQUITY     BASIC VALUE 
                                                              INCOME        INCOME       INCOME      INDEX        EQUITY    
                                                              FUND(A)       FUND(A)    VALUE FUND   FUND(A)       FUND(A)   
                                                            -----------    --------    ----------   --------    ----------- 
INCOME AND EXPENSES:                                                                                                        
                                                                                                                            
Investment Income (Note 2):                                                                                                 
   Dividends from the Trusts .............................. $  141,756   $    65,607   $    522,395    $    596    $ 49,960 
Expenses (Note 3):                                                                                                          
Asset based charges .......................................     62,938        44,334        617,639         409      29,450 
                                                            ----------   -----------   ------------    --------    -------- 
NET INVESTMENT INCOME (LOSS) ..............................     78,818        21,273        (95,244)        187      20,510 
                                                            ----------   -----------   ------------    --------    -------- 

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                                      
   INVESTMENTS (NOTE 2):                                                                                                    
Realized gain (loss) on investments .......................      2,121           963        707,686       1,022         711 
Realized gain distribution from the Trusts ................     52,414        53,683      5,306,878         370      47,068 
                                                            ----------   -----------   ------------    --------    -------- 
   Net Realized Gain (Loss) ...............................     54,535        54,646      6,014,564       1,392      47,779 
                                                            ----------   -----------   ------------    --------    -------- 
Unrealized appreciation (depreciation) on                                                                                   
   investments                                                                                                              
Beginning of period .......................................         --            --        764,236          --          -- 
End of period .............................................    980,406       191,128      5,616,378       4,722     (64,333)
                                                            ----------   -----------   ------------    --------    -------- 
Change in unrealized appreciation (depreciation)                                                                            
during the period .........................................    980,406       191,128      4,852,142       4,722     (64,333)
                                                            ----------   -----------   ------------    --------    -------- 

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                                  
   INVESTMENTS ............................................  1,034,941       245,774     10,866,706       6,114     (16,554)
                                                            ----------   -----------   ------------    --------    -------- 
NET INCREASE IN NET ASSETS RESULTING FROM                                                                                   
   OPERATIONS ............................................. $1,113,759   $   267,047   $ 10,771,462    $  6,301    $  3,956 
                                                            ==========   ===========   ============    ========    ======== 

-------------------------                                                       
(a) Commenced operations on May 1, 1997.                                        

See Notes to Financial Statements.                                              

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

STATEMENTS OF OPERATIONS (CONTINUED)                                            
FOR THE YEAR ENDED DECEMBER 31, 1997                                            

                                                        [Enlarge/Download Table]

                                                                        EQUITY SERIES (CONTINUED)                
                                                        ---------------------------------------------------------

                                                           ALLIANCE                                  ALLIANCE    
                                                            COMMON          MFS      ALLIANCE         INTER-     
                                                             STOCK       RESEARCH     GLOBAL         NATIONAL    
                                                             FUND         FUND(A)      FUND            FUND      
                                                        ------------    ----------  ------------  -----------    
INCOME AND EXPENSES:                                                                                             
                                                                                                                 
Investment Income (Note 2):                                                                                      
   Dividends from the Trusts .........................   $ 1,007,250    $ 25,364    $  662,565    $   454,446    
Expenses (Note 3):                                                                                               
Asset based charges ..................................     2,216,874      40,703       334,193        165,980    
                                                         -----------    --------    ----------    -----------    
NET INVESTMENT INCOME (LOSS) .........................    (1,209,624)    (15,339)      328,372        288,466    
                                                         -----------    --------    ----------    -----------    

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                           
   INVESTMENTS (NOTE 2):                                                                                         
Realized gain (loss) on investments ..................     3,442,671       1,227       423,327        259,996    
Realized gain distribution from the Trusts ...........    23,990,653     100,696     2,414,538        833,830    
                                                         -----------    --------    ----------    -----------    
   Net Realized Gain (Loss) ..........................    27,433,324     101,923     2,837,865      1,093,826    
Unrealized appreciation (depreciation) on investments:                                                           
Beginning of period ..................................     1,356,454          --       199,484         31,388    
End of period ........................................    23,451,447      37,510      (244,398)    (2,137,851)   
                                                         -----------    --------    ----------    -----------    
Change in unrealized appreciation (depreciation)                                                                 
   during the period .................................    22,094,993      37,510      (443,882)    (2,169,239)   
                                                         -----------    --------    ----------    -----------    

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                       
   INVESTMENTS .......................................    49,528,317     139,433     2,393,983     (1,075,413)   
                                                         -----------    --------    ----------    -----------    
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                             
   OPERATIONS ........................................   $48,318,693    $124,094    $2,722,355    $  (786,947)   
                                                         ===========    ========    ==========    ===========    


                                                               EQUITY SERIES (CONTINUED)                         
                                                        -------------------------------------                    
                                                          T. ROWE     MORGAN                                     
                                                           PRICE      STANLEY                                    
                                                           INTER-    EMERGING      ALLIANCE                      
                                                          NATIONAL    MARKETS     AGGRESSIVE                     
                                                           STOCK      EQUITY        STOCK                        
                                                          FUND(A)     FUND(B)        FUND                        
                                                        ----------   ---------   ------------                    
INCOME AND EXPENSES:                                                                                             
                                                                                                                 
Investment Income (Note 2):                                                                                      
   Dividends from the Trusts .........................  $   1,646    $   6,387    $   105,375                    
Expenses (Note 3):                                                                                               
Asset based charges ..................................     47,444        5,153        985,564                    
                                                        ---------    ---------    -----------                    
NET INVESTMENT INCOME (LOSS) .........................    (45,798)       1,234       (880,189)                   
                                                        ---------    ---------    -----------                    

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                           
   INVESTMENTS (NOTE 2):                                                                                         
Realized gain (loss) on investments ..................    (53,503)     (26,406)        61,253                    
Realized gain distribution from the Trusts ...........         --           --      9,818,273                    
                                                        ---------    ---------    -----------                    
   Net Realized Gain (Loss) ..........................    (53,503)     (26,406)     9,879,526                    
Unrealized appreciation (depreciation) on investments:                                                           
Beginning of period ..................................         --           --     (2,165,186)                   
End of period ........................................   (576,978)    (238,282)    (3,851,402)                   
                                                        ---------    ---------    -----------                    
Change in unrealized appreciation (depreciation)                                                                 
   during the period .................................   (576,978)    (238,282)    (1,686,216)                   
                                                        ---------    ---------    -----------                    

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                       
   INVESTMENTS .......................................   (630,481)    (264,688)     8,193,310                    
                                                        ---------    ---------    -----------                    
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                             
   OPERATIONS ........................................  $(676,279)   $(263,454)   $ 7,313,121                    
                                                        =========    =========    ===========                    

-------------------------                                                       
(a) Commenced operations on May 1, 1997.                                        

(b) Commenced operations on November 20, 1997.                                  

See Notes to Financial Statements.                                              

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

STATEMENTS OF OPERATIONS (CONCLUDED)                                            
FOR THE YEAR ENDED DECEMBER 31, 1997                                            

                                                        [Enlarge/Download Table]

                                                               EQUITY SERIES (CONTINUED)                   
                                                        -------------------------------------              
                                                          WARBURG                                          
                                                           PINCUS                     MFS                  
                                                           SMALL       ALLIANCE     EMERGING               
                                                          COMPANY      SMALL CAP     GROWTH                
                                                           VALUE        GROWTH     COMPANIES               
                                                          FUND(A)       FUND(A)      FUND(A)               
                                                        ---------    ----------   -----------              
INCOME AND EXPENSES:                                                                                       
                                                                                                           
Investment Income (Note 2):                                                                                
   Dividends from the Trusts .........................  $  21,393    $     773    $  22,515                
Expenses (Note 3):                                                                                         
Asset based charges ..................................     85,830       50,629       38,336                
                                                        ---------    ---------    ---------                
NET INVESTMENT INCOME (LOSS) .........................    (64,437)     (49,856)     (15,821)               
                                                        ---------    ---------    ---------                

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                     
   INVESTMENTS (NOTE 2):                                                                                   
Realized gain (loss) on investments ..................    228,992       62,796       52,672                
Realized gain distribution from the Trusts ...........    109,076      377,750      274,537                
                                                        ---------    ---------    ---------                
   Net Realized Gain (Loss) ..........................    338,068      440,546      327,209                
                                                                     ---------    ---------                

Unrealized appreciation (depreciation) on investments:                                                     
Beginning of period ..................................         --           --           --                
End of period ........................................   (300,436)    (344,436)    (259,194)               
                                                        ---------    ---------    ---------                
Change in unrealized appreciation (depreciation)                                                           
   during the period .................................   (300,436)    (344,436)    (259,194)               
                                                        ---------    ---------    ---------                

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                 
   INVESTMENTS .......................................     37,632       96,110       68,015                
                                                        ---------    ---------    ---------                
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                       
   OPERATIONS ........................................  $ (26,805)   $  46,254    $  52,194                
                                                        =========    =========    =========                


                                                                      ASSET ALLOCATION SERIES              
                                                        ---------------------------------------------------

                                                                                                  MERRILL  
                                                          ALLIANCE                  ALLIANCE       LYNCH   
                                                        CONSERVATIVE  EQ/PUTNAM      GROWTH        WORLD   
                                                         INVESTORS    BALANCED      INVESTORS     STRATEGY 
                                                            FUND       FUND(A)        FUND         FUND(A) 
                                                        ----------   ----------    -----------   ----------
INCOME AND EXPENSES:                                                                                       
                                                                                                           
Investment Income (Note 2):                                                                                
   Dividends from the Trusts .........................   $  647,522   $  69,781    $ 1,260,100    $ 10,682 
Expenses (Note 3):                                                                                         
Asset based charges ..................................      165,768      18,233        523,559       7,708 
                                                         ----------   ---------    -----------    -------- 
NET INVESTMENT INCOME (LOSS) .........................      481,754      51,548        736,541       2,974 
                                                         ----------   ---------    -----------    -------- 

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                     
   INVESTMENTS (NOTE 2):                                                                                   
Realized gain (loss) on investments ..................       49,147      (1,203)       187,731        (109)
Realized gain distribution from the Trusts ...........      638,548      46,731      3,432,867      24,328 
                                                         ----------   ---------    -----------    -------- 
   Net Realized Gain (Loss) ..........................      687,695      45,528      3,620,598      24,219 
                                                         ----------   ---------    -----------    -------- 

Unrealized appreciation (depreciation) on investments:                                                     
Beginning of period ..................................        4,651          --       (158,777)         -- 
End of period ........................................      482,745      73,582      1,685,711    (129,123)
                                                         ----------   ---------    -----------    -------- 
Change in unrealized appreciation (depreciation)                                                           
   during the period .................................      478,094      73,582      1,844,488    (129,123)
                                                         ----------   ---------    -----------    -------- 

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                 
   INVESTMENTS .......................................    1,165,789     119,110      5,465,086    (104,904)
                                                         ----------   ---------    -----------    -------- 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                       
   OPERATIONS ........................................   $1,647,543   $ 170,658    $ 6,201,627   $(101,930)
                                                         ==========   =========    ===========    =========

-------------------------                                                       
(a) Commenced operations on May 1, 1997.                                        

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS                                             
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                      FIXED INCOME SERIES:                 
                                                              ----------------------------------           

                                                                          ALLIANCE                         
                                                                     MONEY MARKET FUND                     
                                                              ------------------------------               
                                                                   1997            1996                    
                                                              -------------    -------------               

INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
                                                                                                           
   Net investment income ...................................  $   2,322,115    $     791,163               
   Net realized gain (loss) ................................         64,275           19,803               
   Change in unrealized appreciation /(depreciation)                                                       
      of investments .......................................       (267,302)        (165,897)              
                                                              -------------    -------------               

   Net increase in net assets from operations ..............      2,119,088          645,069               
                                                              -------------    -------------               
FROM CONTRACT OWNERS TRANSACTIONS:                                                                         
   Contributions and Transfers:                                                                            
      Contributions ........................................    137,532,670       95,681,367               
      Transfers from other Funds and Guaranteed Interest                                                   
         Account (Note 1) ..................................     55,819,439       19,687,669               
                                                              -------------    -------------               

         Total .............................................    193,352,109      115,369,036               
                                                              -------------    -------------               
      Benefit & other policy transaction ...................      1,577,365          198,356               
   Withdrawals and Transfers:                                                                              
      Withdrawal and administrative charges ................        618,083          514,843               
      Transfers to other Funds and Guaranteed Interest Rate                                                
         Account (Note 1) ..................................    144,167,408       87,121,388               
                                                              -------------    -------------               

         Total .............................................    146,362,856       87,834,587               
                                                              -------------    -------------               

   Net increase in net assets from Contract Owner                                                          
       transactions ........................................     46,989,253       27,534,449               
                                                              -------------    -------------               

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE                                               
   IN SEPARATE ACCOUNT 45 (NOTE 5) .........................        (46,770)         (17,582)              
                                                              -------------    -------------               
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                     
   CONTRACT OWNERS .........................................     49,061,571       28,161,936               
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                            
   CONTRACT OWNERS .........................................     32,296,790        4,134,854               
                                                              -------------    -------------               

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                  
   CONTRACT OWNERS .........................................  $  81,358,361    $  32,296,790               
                                                              =============    =============               


                                                                          FIXED INCOME SERIES:             
                                                              -------------------------------------------- 
                                                                                                ALLIANCE   
                                                                 ALLIANCE INTERMEDIATE         HIGH YIELD  
                                                               GOVERNMENT SECURITIES FUND        FUND(A)   
                                                              ----------------------------    ------------ 
                                                                  1997             1996            1997    
                                                              ------------    ------------    ------------ 

INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
                                                                                                           
   Net investment income ...................................  $    303,709    $    138,808    $    601,148 
   Net realized gain (loss) ................................        12,754         (21,067)        783,323 
   Change in unrealized appreciation /(depreciation)                                                       
      of investments .......................................        58,654         (41,524)       (786,186)
                                                              ------------    ------------    ------------ 

   Net increase in net assets from operations ..............       375,117          76,217         598,285 
                                                              ------------    ------------    ------------ 
FROM CONTRACT OWNERS TRANSACTIONS:                                                                         
   Contributions and Transfers:                                                                            
      Contributions ........................................     5,416,131       1,798,660      13,779,925 
      Transfers from other Funds and Guaranteed Interest                                                   
         Account (Note 1) ..................................     3,270,944       8,533,013      22,095,921 
                                                              ------------    ------------    ------------ 

         Total .............................................     8,687,075      10,331,673      35,875,846 
                                                              ------------    ------------    ------------ 
      Benefit & other policy transaction ...................       189,517          15,968         161,257 
   Withdrawals and Transfers:                                                                              
      Withdrawal and administrative charges ................       128,377          77,637          45,545 
      Transfers to other Funds and Guaranteed Interest Rate                                                
         Account (Note 1) ..................................     1,145,902       8,982,626      17,780,088 
                                                              ------------    ------------    ------------ 

         Total .............................................     1,463,796       9,076,231      17,986,890 
                                                              ------------    ------------    ------------ 

   Net increase in net assets from Contract Owner                                                          
       transactions ........................................     7,223,279       1,255,442      17,888,956 
                                                              ------------    ------------    ------------ 

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE                                               
   IN SEPARATE ACCOUNT NO. 45 (NOTE 5) .....................       (12,130)         (6,709)         (5,902)
                                                              ------------    ------------    ------------ 
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                     
   CONTRACT OWNERS .........................................     7,586,266       1,324,950      18,481,339 
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                            
   CONTRACT OWNERS .........................................     3,475,984       2,151,034              -- 
                                                              ------------    ------------    ------------ 

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                  
   CONTRACT OWNERS .........................................  $ 11,062,250    $  3,475,984    $ 18,481,339 
                                                              ============    ============    ============ 

-------------------------                                                       
(a) Commenced operations on May 1, 1997.                                        

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                          EQUITY SERIES:                                    
                                                                 ------------------------------                             

                                                                   T. ROWE         EQ/PUTNAM                                
                                                                 PRICE EQUITY       GROWTH &                                
                                                                    INCOME        INCOME VALUE                              
                                                                    FUND(A)         FUND(A)                                 
                                                                 --------------  --------------                             
                                                                      1997            1997                                  
                                                                 --------------  --------------                             

INCREASE (DECREASE) IN NET ASSETS:                                                                                          
FROM OPERATIONS:                                                                                                            
                                                                                                                            
   Net investment income (loss) ...............................  $     78,818    $     21,273                               
   Net realized gain (loss) ...................................        54,535          54,646                               
   Change in unrealized appreciation / (depreciation)                                                                       
      of investments ..........................................       980,406         191,128                               
                                                                 ------------    ------------                               

   Net increase in net assets from operations .................     1,113,759         267,047                               
                                                                 ------------    ------------                               
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                          
   Contributions and Transfers:                                                                                             
      Contributions ...........................................    13,813,772      10,975,199                               
      Transfers from other Funds and Guaranteed                                                                             
         Interest Account (Note 1) ............................     4,356,204       3,217,543                               
                                                                 ------------    ------------                               

         Total ................................................    18,169,976      14,192,742                               
                                                                 ------------    ------------                               
      Benefit & other policy transaction ......................        86,052          58,925                               
   Withdrawals and Transfers:                                                                                               
      Withdrawal and administrative charges ...................        40,797          32,578                               
      Transfers to other Funds and Guaranteed Interest                                                                      
         Rate Account (Note 1) ................................       183,349         180,506                               
                                                                 ------------    ------------                               
         Total ................................................       310,198         272,009                               
                                                                 ------------    ------------                               

   Net increase in net assets from Contract Owner                                                                           
      transactions ............................................    17,859,778      13,920,733                               
                                                                 ------------    ------------                               

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                             
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................        (5,022)         (2,360)                              
                                                                 ------------    ------------                               
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                      
   CONTRACT OWNERS ............................................    18,968,515      14,185,420                               
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                             
   CONTRACT OWNERS ............................................            --              --                               
                                                                 ------------    ------------                               

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                   
   CONTRACT OWNERS ............................................  $ 18,968,515    $ 14,185,420                               
                                                                 ============    ============                               


                                                                                       EQUITY SERIES:                       
                                                                 -----------------------------------------------------------

                                                                                                ALLIANCE                    
                                                                           ALLIANCE              EQUITY       MERRILL LYNCH 
                                                                        GROWTH & INCOME           INDEX        BASIC VALUE  
                                                                             FUND                FUND(A)     EQUITY FUND(A) 
                                                                 ---------------------------   ----------    ---------------
                                                                      1997          1996          1997            1997      
                                                                 ------------   ------------   ----------    ---------------

INCREASE (DECREASE) IN NET ASSETS:                                                                                          
FROM OPERATIONS:                                                                                                            
                                                                                                                            
   Net investment income (loss) ...............................  $    (95,244)   $     64,283    $    187    $     20,510   
   Net realized gain (loss) ...................................     6,014,564         693,777       1,392          47,779   
   Change in unrealized appreciation / (depreciation)                                                                       
      of investments ..........................................     4,852,142         698,407       4,722         (64,333)  
                                                                 ------------    ------------    --------    ------------   

   Net increase in net assets from operations .................    10,771,462       1,456,467       6,301           3,956   
                                                                 ------------    ------------    --------    ------------   
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                          
   Contributions and Transfers:                                                                                             
      Contributions ...........................................    58,696,016       6,251,620      77,031       8,075,199   
      Transfers from other Funds and Guaranteed                                                                             
         Interest Account (Note 1) ............................    16,269,895       6,040,990      15,328       1,941,071   
                                                                 ------------    ------------    --------    ------------   

         Total ................................................    74,965,911      12,292,610      92,359      10,016,270   
                                                                 ------------    ------------    --------    ------------   
      Benefit & other policy transaction ......................     1,455,357         130,199          --           9,691   
   Withdrawals and Transfers:                                                                                               
      Withdrawal and administrative charges ...................       425,279          31,991          --          17,792   
      Transfers to other Funds and Guaranteed Interest                                                                      
         Rate Account (Note 1) ................................     4,907,606         342,494          --         137,464   
                                                                 ------------    ------------    --------    ------------   
         Total ................................................     6,788,242         504,684          --         164,947   
                                                                 ------------    ------------    --------    ------------   

   Net increase in net assets from Contract Owner                                                                           
      transactions ............................................    68,177,669      11,787,926      92,359       9,851,323   
                                                                 ------------    ------------    --------    ------------   

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                             
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................       (94,285)        (27,565)     (1,142            (839)  
                                                                 ------------    ------------    --------    ------------   
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                      
   CONTRACT OWNERS ............................................    78,854,846      13,216,828      97,518       9,854,440   
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                             
   CONTRACT OWNERS ............................................    15,025,928       1,809,100          --              --   
                                                                 ------------    ------------    --------    ------------   

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                   
   CONTRACT OWNERS ............................................  $ 93,880,774    $ 15,025,928    $ 97,518    $  9,854,440   
                                                                 ============    ============    ========    ============   

-------------------------                                                       
(a)  Commenced operations on  May 1, 1997.                                      

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                              EQUITY SERIES (CONTINUED):                     
                                                                  ------------------------------------------------           
                                                                                                      MFS                    
                                                                             ALLIANCE              RESEARCH                  
                                                                        COMMON STOCK FUND           FUND(A)                  
                                                                  ----------------------------    ------------               
                                                                      1997            1996              1997                 
                                                                  ------------    ------------    ------------               

INCREASE (DECREASE) IN NET ASSETS:                                                                                           
FROM OPERATIONS:                                                                                                             
                                                                                                                             
   Net investment income (loss) ...............................  $  (1,209,624)   $    (42,865)   $    (15,339)              
   Net realized gain (loss) ...................................     27,433,324       6,011,054         101,923               
   Change in unrealized appreciation / (depreciation)                                                                        
      of investments ..........................................     22,094,993       1,504,011          37,510               
                                                                 -------------    ------------    ------------               

   Net increase (decrease) in net assets from operations ......     48,318,693       7,472,200         124,094               
                                                                 -------------    ------------    ------------               
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                           
   Contributions and Transfers:                                                                                              
      Contributions ...........................................    175,880,351      36,558,323       9,502,168               
      Transfers from other Funds and Guaranteed                                                                              
         Interest Account (Note 1) ............................     61,077,537      34,378,499       2,602,553               
                                                                 -------------    ------------    ------------               

         Total ................................................    236,957,888      70,936,822      12,104,721               
                                                                 -------------    ------------    ------------               
      Benefit & other policy transaction ......................      4,271,079         427,323          28,630               
   Withdrawals and Transfers:                                                                                                
      Withdrawal and administrative charges ...................      1,459,175         290,642          23,738               
      Transfers to other Funds and Guaranteed Interest                                                                       
         Rate Account (Note 1) ................................     35,438,036       8,933,676         209,610               
                                                                 -------------    ------------    ------------               
         Total ................................................     41,168,290       9,651,641         261,978               
                                                                 -------------    ------------    ------------               

   Net increase in net assets from Contract Owner                                                                            
      transactions ............................................    195,789,598      61,285,181      11,842,743               
                                                                 -------------    ------------    ------------               

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                              
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................       (305,436)        (85,006)         (2,051)              
                                                                 -------------    ------------    ------------               
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                       
   CONTRACT OWNERS ............................................    243,802,855      68,672,375      11,964,786               
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                              
   CONTRACT OWNERS ............................................     75,506,795       6,834,420              --               
                                                                 -------------    ------------    ------------               

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                    
   CONTRACT OWNERS ............................................  $ 319,309,650    $ 75,506,795    $ 11,964,786               
                                                                 =============    ============    ============               


                                                                                   EQUITY SERIES (CONTINUED):                
                                                                 ------------------------------------------------------------

                                                                           ALLIANCE                         ALLIANCE         
                                                                         GLOBAL FUND                  INTERNATIONAL FUND     
                                                                 ----------------------------    ----------------------------
                                                                      1997           1996            1997             1996   
                                                                 ------------    ------------    ------------    ------------

INCREASE (DECREASE) IN NET ASSETS:                                                                                           
FROM OPERATIONS:                                                                                                             
                                                                                                                             
   Net investment income (loss) ...............................  $    328,372    $     88,313    $    288,466    $    53,333 
   Net realized gain (loss) ...................................     2,837,865         543,216       1,093,826        234,294 
   Change in unrealized appreciation / (depreciation)                                                                        
      of investments ..........................................      (443,882)        184,372      (2,169,239)        16,354 
                                                                 ------------    ------------    ------------    ----------- 

   Net increase (decrease) in net assets from operations ......     2,722,355         815,901        (786,947)       303,981 
                                                                 ------------    ------------    ------------    ----------- 
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                           
   Contributions and Transfers:                                                                                              
      Contributions ...........................................    20,384,580       9,199,245       9,574,522      3,782,377 
      Transfers from other Funds and Guaranteed                                                                              
         Interest Account (Note 1) ............................     7,792,945       6,255,073      18,180,472      5,791,839 
                                                                 ------------    ------------    ------------    ----------- 

         Total ................................................    28,177,525      15,454,318      27,754,994      9,574,216 
                                                                 ------------    ------------    ------------    ----------- 
      Benefit & other policy transaction ......................       621,118          70,774         341,327         38,451 
   Withdrawals and Transfers:                                                                                                
   Withdrawal and administrative charges ......................       155,169          36,757          97,083         75,353 
      Transfers to other Funds and Guaranteed Interest                                                                       
         Rate Account (Note 1) ................................     6,961,429       1,836,433      18,593,662      1,979,003 
                                                                 ------------    ------------    ------------    ----------- 
         Total ................................................     7,737,716       1,943,964      19,032,072      2,092,807 
                                                                 ------------    ------------    ------------    ----------- 

   Net increase in net assets from Contract Owner                                                                            
      transactions ............................................    20,439,809      13,510,354       8,722,922      7,481,409 
                                                                 ------------    ------------    ------------    ----------- 

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                              
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................       (28,799)        (18,054)        (36,637)       (11,874)
                                                                 ------------    ------------    ------------    ----------- 
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                       
   CONTRACT OWNERS ............................................    23,133,365      14,308,201       7,899,338      7,773,516 
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                              
   CONTRACT OWNERS ............................................    15,376,304       1,068,103       8,584,004        810,488 
                                                                 ------------    ------------    ------------    ----------- 

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                    
   CONTRACT OWNERS ............................................  $ 38,509,669    $ 15,376,304    $ 16,483,342    $ 8,584,004 
                                                                 ============    ============    ============    =========== 

-------------------------                                                       
(a)  Commenced operations on May 1, 1997.                                       

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                                     EQUITY SERIES (CONTINUED):                  
                                                                 ----------------------------------------------------------------
                                                                    T. ROWE         MORGAN                                       
                                                                     PRICE          STANLEY                                      
                                                                     INTER-        EMERGING                                      
                                                                    NATIONAL       MARKETS                 ALLIANCE              
                                                                     STOCK         EQUITY               AGGRESSIVE STOCK         
                                                                     FUND(A)       FUND(B)                   FUND                
                                                                 -------------   -----------   --------------------------------  
                                                                      1997           1997            1997            1996        
                                                                 -------------   -----------   --------------   ---------------  

INCREASE (DECREASE) IN NET ASSETS:                                                                                               
FROM OPERATIONS:                                                                                                                 
                                                                                                                                 
   Net investment income ......................................  $    (45,798)   $     1,234    $    (880,189)   $   (121,400)   
   Net realized gain (loss) ...................................       (53,503)       (26,406)       9,879,526       4,080,335    
   Change in unrealized appreciation / (depreciation)                                                                            
      of investments ..........................................      (576,978)      (238,282)      (1,686,216)     (1,995,216)   
                                                                 ------------    -----------    -------------    ------------    

   Net increase (decrease) in net assets from operations ......      (676,279)      (263,454)       7,313,121       1,963,719    
                                                                 ------------    -----------    -------------    ------------    
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                               
   Contributions and Transfers:                                                                                                  
      Contributions ...........................................     9,658,570      1,617,148       66,019,813      22,776,845    
      Transfers from other Funds and Guaranteed                                                                                  
         Interest Account (Note 1) ............................     5,113,170        889,247       17,726,363      20,452,746    
                                                                 ------------    -----------    -------------    ------------    

         Total ................................................    14,771,740      2,506,395       83,746,176      43,229,591    
                                                                 ------------    -----------    -------------    ------------    
      Benefit & other policy transaction ......................        37,224             --        1,854,804         245,070    
   Withdrawals and Transfers:                                                                                                    
      Withdrawal and administrative charges ...................        22,024            394          482,491          90,356    
      Transfers to other Funds and Guaranteed                                                                                    
         Interest Rate Account (Note 1) .......................     1,416,476          2,488       11,669,668       7,099,325    
                                                                 ------------    -----------    -------------    ------------    

         Total ................................................     1,475,724          2,882       14,006,963       7,434,751    
                                                                 ------------    -----------    -------------    ------------    

   Net increase in net assets from Contract Owner                                                                                
      transactions ............................................    13,296,016      2,503,513       69,739,213      35,794,840    
                                                                 ------------    -----------    -------------    ------------    

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                                  
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................        (3,030)          (966)        (111,908)        (33,503)   
                                                                 ------------    -----------    -------------    ------------    
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                           
   CONTRACT OWNERS ............................................    12,616,707      2,239,093       76,940,426      37,725,056    
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                                  
   CONTRACT OWNERS ............................................            --             --       40,887,252       3,162,196    
                                                                 ------------    -----------    -------------    ------------    
NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                        
   CONTRACT OWNERS ............................................  $ 12,616,707    $ 2,239,093    $ 117,827,678    $ 40,887,252    
                                                                 ============    ===========    =============    ============    


                                                                             EQUITY SERIES (CONTINUED):                          
                                                                 ------------------------------------------------                

                                                                       WARBURG                          MFS                      
                                                                    PINCUS SMALL     ALLIANCE        EMERGING                    
                                                                      COMPANY       SMALL  CAP        GROWTH                     
                                                                       VALUE          GROWTH         COMPANIES                   
                                                                      FUND(A)         FUND(A)         FUND(A)                    
                                                                  ------------   -------------   ----------------                
                                                                       1997           1997            1997                       
                                                                  ------------   -------------   ----------------                

INCREASE (DECREASE) IN NET ASSETS:                                                                                               
FROM OPERATIONS:                                                                                                                 
                                                                                                                                 
   Net investment income ......................................  $    (64,437)   $    (49,856)   $    (15,821)                   
   Net realized gain (loss) ...................................       338,068         440,546         327,209                    
   Change in unrealized appreciation / (depreciation)                                                                            
      of investments ..........................................      (300,436)       (344,436)       (259,194)                   
                                                                 ------------    ------------    ------------                    

   Net increase (decrease) in net assets from operations ......       (26,805)         46,254          52,194                    
                                                                 ------------    ------------    ------------                    
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                               
   Contributions and Transfers:                                                                                                  
      Contributions ...........................................    17,791,841      12,116,331       9,607,211                    
      Transfers from other Funds and Guaranteed                                                                                  
         Interest Account (Note 1) ............................    11,695,862       5,602,864       3,864,604                    
                                                                 ------------    ------------    ------------                    

         Total ................................................    29,487,703      17,719,195      13,471,815                    
                                                                 ------------    ------------    ------------                    
      Benefit & other policy transaction ......................       134,692          20,842          45,537                    
   Withdrawals and Transfers:                                                                                                    
   Withdrawal and administrative charges ......................        23,284           8,570          14,345                    
      Transfers to other Funds and Guaranteed                                                                                    
         Interest Rate Account (Note 1) .......................     4,520,417       1,504,600       1,527,808                    
                                                                 ------------    ------------    ------------                    

         Total ................................................     4,678,393       1,534,012       1,587,690                    
                                                                 ------------    ------------    ------------                    

   Net increase in net assets from Contract Owner                                                                                
      transactions ............................................    24,809,310      16,185,183      11,884,125                    
                                                                 ------------    ------------    ------------                    

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                                  
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................       (10,579)         (3,378)         (1,959)                   
                                                                 ------------    ------------    ------------                    
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                           
   CONTRACT OWNERS ............................................    24,771,926      16,228,059      11,934,360                    
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                                  
   CONTRACT OWNERS ............................................            --              --              --                    
                                                                 ------------    ------------    ------------                    
NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                        
   CONTRACT OWNERS ............................................  $ 24,771,926    $ 16,228,059    $ 11,934,360                    
                                                                 ============    ============    ============                    

-------------------------                                                       
(a)  Commenced operations on May 1, 1997.                                       
(b)  Commenced operations on November 20, 1997.                                 

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS (CONCLUDED)                                 
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                      ASSET ALLOCATION SERIES:            
                                                           -------------------------------------------    
                                                                         ALLIANCE          EQ/PUTNAM      
                                                                       CONSERVATIVE        BALANCED       
                                                                      INVESTORS FUND        FUND(A)       
                                                           ---------------------------    -----------    -
                                                                1997            1996          1997        
                                                           ------------    -----------    -----------     

INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
                                                                                                          
   Net investment income ................................  $    481,754    $   193,429    $    51,548     
   Net realized gain (loss) .............................       687,695        154,966         45,528     
   Change in unrealized appreciation / (depreciation)                                                     
      of investments ....................................       478,094        (12,221)        73,582     
                                                            -----------    -----------    -----------     

   Net increase (decrease) in net assets from  operations     1,647,543        336,174        170,658     
                                                           ------------    -----------    -----------     
FROM CONTRACT OWNERS TRANSACTIONS:                                                                        
   Contributions and Transfers:                                                                           
      Contributions .....................................    10,862,780      3,977,495      4,294,496     
      Transfers from other Funds and Guaranteed                                                           
         Interest Account (Note 1) ......................     3,151,066      2,837,790      1,721,220     
                                                           ------------    -----------    -----------     

         Total ..........................................    14,013,846      6,815,285      6,015,716     
                                                           ------------    -----------    -----------     
      Benefit & other policy transaction ................       567,547         60,271         17,533     
   Withdrawals and Transfers:                                                                             
      Withdrawal and administrative charges .............       138,461        100,314         15,293     
      Transfers to other Funds and Guaranteed                                                             
         Interest Rate Account (Note 1) .................     1,428,179        814,338        120,099     
                                                           ------------    -----------    -----------     
         Total ..........................................     2,134,187        974,923        152,925     
                                                           ------------    -----------    -----------     

   Net increase in net assets from Contract Owner                                                         
      transactions ......................................    11,879,659      5,840,362      5,862,791     
                                                           ------------    -----------    -----------     
NET DECREASE (INCREASE) IN AMOUNT RETAINED BY                                                             
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5) ...       (57,026)       (12,633)          (483)    
                                                           ------------    -----------    -----------     
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                    
   CONTRACT OWNERS ......................................    13,470,176      6,163,903      6,032,966     
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                           
   CONTRACT OWNERS ......................................     7,858,282      1,694,379             --     
                                                           ------------    -----------    -----------     

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                 
   CONTRACT OWNERS ......................................  $ 21,328,458    $ 7,858,282    $ 6,032,966     
                                                           ============    ===========    ===========     


                                                                       ASSET ALLOCATION SERIES:           
                                                           ---------------------------------------------- 
                                                                         ALLIANCE           MERRILL LYNCH 
                                                                          GROWTH           WORLD STRATEGY 
                                                                      INVESTORS FUND           FUND(A)    
                                                           ----------------------------    -------------- 
                                                                1997           1996            1997       
                                                           ------------    ------------    ------------   

INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
                                                                                                          
   Net investment income ................................  $    736,541    $    218,025    $     2,974    
   Net realized gain (loss) .............................     3,620,598       1,601,901         24,219    
   Change in unrealized appreciation / (depreciation)                                                     
      of investments ....................................     1,844,488        (197,988)      (129,123)   
                                                           ------------    ------------    -----------    

   Net increase (decrease) in net assets from  operations     6,201,627       1,621,938       (101,930)   
                                                           ------------    ------------    -----------    
FROM CONTRACT OWNERS TRANSACTIONS:                                                                        
   Contributions and Transfers:                                                                           
      Contributions .....................................    32,084,069      11,004,121      2,043,811    
      Transfers from other Funds and Guaranteed                                                           
         Interest Account (Note 1) ......................     7,981,423       9,331,901        561,601    
                                                           ------------    ------------    -----------    

         Total ..........................................    40,065,492      20,336,022      2,605,412    
                                                           ------------    ------------    -----------    
      Benefit & other policy transaction ................     1,014,211         206,468          3,514    
   Withdrawals and Transfers:                                                                             
      Withdrawal and administrative charges .............       421,582         228,021          2,597    
      Transfers to other Funds and Guaranteed                                                             
         Interest Rate Account (Note 1) .................     2,744,848       1,177,040         84,455    
                                                           ------------    ------------    -----------    
         Total ..........................................     4,180,641       1,611,529         90,566    
                                                           ------------    ------------    -----------    

   Net increase in net assets from Contract Owner                                                         
      transactions ......................................    35,884,851      18,724,493      2,514,846    
                                                           ------------    ------------    -----------    
NET DECREASE (INCREASE) IN AMOUNT RETAINED BY                                                             
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5) ...      (111,839)        (32,214)          (121)   
                                                           ------------    ------------    -----------    
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                    
   CONTRACT OWNERS ......................................    41,974,639      20,314,217      2,412,795    
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                           
   CONTRACT OWNERS ......................................    24,008,395       3,694,178             --    
                                                           ------------    ------------    -----------    

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                 
   CONTRACT OWNERS ......................................  $ 65,983,034    $ 24,008,395    $ 2,412,795    
                                                           ============    ============    ===========    

-------------------------                                                       
(a)  Commenced operations on May 1, 1997.                                       

See Notes to Financial Statements.                                              

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

1.    General                                                                   

      The Equitable Life Assurance Society of the United States (Equitable Life)
      Separate  Account No. 45 (the  Account) is organized as a unit  investment
      trust, a type of investment company, and is registered with the Securities
      and Exchange  Commission  under the  Investment  Company Act of 1940 ("the
      1940 Act"). The Account consists of 22 investment funds (Funds):  Alliance
      Money Market  Fund,  Alliance  Intermediate  Government  Securities  Fund,
      Alliance  High Yield Fund,  T. Rowe Price Equity  Income  Fund,  EQ/Putnam
      Growth & Income Value Fund, Alliance Growth & Income Fund, Alliance Equity
      Index Fund,  Merrill Lynch Basic Value Equity Fund,  Alliance Common Stock
      Fund,  MFS Research Fund,  Alliance  Global Fund,  Alliance  International
      Fund, T. Rowe Price  International  Stock Fund,  Morgan  Stanley  Emerging
      Markets Equity Fund,  Alliance Aggressive Stock Fund, Warburg Pincus Small
      Company Value Fund,  Alliance Small Cap Growth Fund,  MFS Emerging  Growth
      Companies Fund, Alliance  Conservative  Investors Fund, EQ/Putnam Balanced
      Fund,  Alliance  Growth  Investors  Fund and Merrill Lynch World  Strategy
      Fund.  The assets in each Fund are  invested in shares of a  corresponding
      portfolio  (Portfolio)  of a mutual  fund,  Class IA and IB  shares of The
      Hudson  River Trust (HRT) or Class IB shares of EQ Advisors  Trust  (EQAT)
      (collectively  known as the  Trusts).  Class IB shares are  offered by the
      Funds at net asset  value and are  subject to  distribution  fees  imposed
      under a  distribution  plan adopted  pursuant to Rule 12b-1 under the 1940
      Act. Class IA shares of HRT continue to be purchased by contracts in-force
      prior to May 1,  1997.  The Trusts are  open-end,  diversified  management
      investment  companies  that  sell  its  shares  to  separate  accounts  of
   insurance companies. Each Portfolio has separate investment objectives.

      The Account is used to fund benefits for the Income Manager Accumulator, a
      non-qualified  deferred variable annuity, which combines the Portfolios in
      the Account with  guaranteed  fixed rate options,  and the Income  Manager
      Rollover IRA, which offers the same investment  options as the Accumulator
      for the qualified market. The Income Manager Accumulator is also available
      for  purchase by certain  types of  qualified  plans.  The Income  Manager
      Accumulator and the Income Manager Rollover IRA,  collectively referred to
      as the Contracts, are offered under group and individual variable deferred
annuity forms.                                                      

      All Contracts are issued by Equitable  Life. The assets of the Account are
      the  property of Equitable  Life.  However,  the portion of the  Account's
      assets   attributable  to  the  Contracts  will  not  be  chargeable  with
     liabilities arising out of any other business Equitable Life may conduct.

      Contract owners may allocate amounts in their  individual  accounts to the
      Funds  of the  Account,  and/or  to the  guaranteed  interest  account  of
      Equitable Life's General Account,  and/or to other Separate Accounts.  The
      net assets of any Fund of the Account  may not be less than the  aggregate
      of the contract owners' accounts allocated to that Fund. Additional assets
      are set aside in  Equitable  Life's  General  Account to provide for other
policy benefits, as required under the state insurance law.         

2.    Significant Accounting Policies                                           

      The  accompanying  financial  statements  are prepared in conformity  with
      generally  accepted  accounting  principles  (GAAP).  The  preparation  of
      financial  statements in conformity with GAAP requires  management to make
      estimates and assumptions  that affect the reported  amounts of assets and
      liabilities  and  disclosure of contingent  assets and  liabilities at the
      date of the financial  statements and the reported amounts of revenues and
      expenses  during the reporting  period.  Actual  results could differ from
those estimates.                                                    

      Investments  are made in shares  of the  Trust  and are  valued at the net
      asset values per share of the respective  Portfolios.  The net asset value
      is  determined  by the  Trust  using  the  market  or  fair  value  of the
underlying assets of the Portfolio less liabilities.                

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

      No  Federal  income  tax based on net income or  realized  and  unrealized
      capital gains is currently  applicable to Contracts  participating  in the
      Account by reason of applicable  provisions  of the Internal  Revenue Code
      and no Federal  income tax payable by Equitable Life is expected to affect
      the unit value of Contracts participating in the Account.  Accordingly, no
provision for income taxes is required.                             

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

3.    Asset Charges                                                             

      Charges  are made  directly  against the net assets of the Account and are
      reflected  daily in the  computation  of the unit values of the Contracts.
      Under the  Contracts,  Equitable  Life charges for  mortality  and expense
      risks at an annual rate of 0.90% of daily net assets.  In addition,  asset
      based administrative  charges are also charged to the account at an annual
      rate of 0.25% of daily net  assets.  The  charges  may be  retained in the
      Account by Equitable Life and participate in the net investment results of
      the  Trusts.  The  aggregate  of  these  charges  may not  exceed  a total
      effective  annual  rate of 1.15% of daily net  assets.  Trust  shares  are
      valued at their net asset value with  investment  advisory  or  management
      fees, the 12b-1 fee, and other expenses of the Trust, in effect, passed on
      to the  Account  and  reflected  in the  accumulation  unit  values of the
Contracts.                                                          

4.    Contributions, Transfers and Charges:                                     

      Net  accumulation  units issued and redeemed during the periods  indicated
were:                                                                           

                                                        [Enlarge/Download Table]

                                                                        DECEMBER 31,          DECEMBER 31,    
                                                                            1997                  1996        
                                                                      ------------------   -------------------
ALLIANCE MONEY MARKET FUND                                                        (IN THOUSANDS)              
------------------------------------------                                                                    
                                                                                                              
 Class A        Net Issued...........................................           --               1,128        
                Net Redeemed.........................................        (374)                  --        
 Class B        Net Issued...........................................        1,972                  --        

ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES FUND                                                              
------------------------------------------------                                                              
 Class A        Net Issued...........................................          161                  92        
 Class B        Net Issued...........................................          345                  --        

ALLIANCE HIGH YIELD FUND                                                                                      
------------------------------------                                                                          
 Class A        Net Issued...........................................           98                  --        
 Class B        Net Issued...........................................          505                  --        

T. ROWE PRICE EQUITY INCOME FUND (A)                                                                          
------------------------------------------------                                                              
 Class B        Net Issued...........................................        1,565                  --        

EQ/PUTNAM GROWTH & INCOME VALUE FUND (A)                                                                      
------------------------------------------------                                                              
 Class B        Net Issued...........................................        1,230                  --        

ALLIANCE GROWTH & INCOME FUND                                                                                 
----------------------------------------------                                                                
 Class A        Net Issued...........................................        2,377                 905        
 Class B        Net Issued...........................................        1,829                  --        

-----------------------                     
(a) Commenced Operations on May 1, 1997.    

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

4.    Contributions, Transfers and Charges (Continued):                         

      Net  accumulation  units issued and redeemed during the periods  indicated
were:                                                               

                                                        [Enlarge/Download Table]

                                                                     DECEMBER 31,         DECEMBER 31,     
                                                                         1997                 1996         
                                                                  -----------------------------------------
ALLIANCE EQUITY INDEX FUND (A)                                               (IN THOUSANDS)                
                                                                                                           
  Class B        Net Issued............................................              5                  -- 

 MERRILL LYNCH BASIC VALUE EQUITY FUND (A)                                                                 
 -----------------------------------------                                                                 
  Class B        Net Issued............................................            849                  -- 

 ALLIANCE COMMON STOCK FUND                                                                                
 --------------------------                                                                                
  Class A        Net Issued............................................            620                 439 
  Class B        Net Issued............................................            519                  -- 

 MFS RESEARCH FUND (A)                                                                                     
 ---------------------                                                                                     
  Class B        Net Issued............................................          1,039                  -- 

 ALLIANCE GLOBAL  FUND                                                                                     
 ---------------------                                                                                     
  Class A        Net Issued............................................             444                561 
  Class B        Net Issued............................................             308                 -- 

 ALLIANCE INTERNATIONAL FUND                                                                               
 ---------------------------                                                                               
  Class A        Net Issued............................................             438                643 
  Class B        Net Issued............................................             285                 -- 

 T. ROWE PRICE INTERNATIONAL STOCK FUND (A)                                                                
 ------------------------------------------                                                                
  Class B        Net Issued............................................          1,291                  -- 

 MORGAN STANLEY EMERGING MARKETS EQUITY FUND (B)                                                           
 -----------------------------------------------                                                           
  Class B        Net Issued............................................            282                  -- 

-----------------------                     
(a) Commenced Operations on May 1, 1997.    
(b) Commenced Operations on August 20, 1997.

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

4.    Contributions, Transfers and Charges (Concluded):                         

     Accumulation units issued and redeemed during the periods indicated were:

                                                        [Enlarge/Download Table]

                                                                  DECEMBER 31,        DECEMBER 31,  
                                                                     1997                 1996      
                                                                -----------------   ----------------
ALLIANCE AGGRESSIVE STOCK FUND                                             (IN THOUSANDS)           
------------------------------                                                                      
                                                                                                    
 Class A        Net Issued.......................................             641                562
 Class B        Net Issued.......................................             369                 --

WARBURG PINCUS SMALL COMPANY VALUE FUND (A)                                                         
-------------------------------------------                                                         
 Class B        Net Issued.......................................           2,096                 --

ALLIANCE SMALL CAP GROWTH FUND                                                                      
------------------------------                                                                      
 Class A        Net Issued.......................................             208                 --
 Class B        Net Issued.......................................           1,084                 --

MFS EMERGING GROWTH COMPANIES FUND (A)                                                              
--------------------------------------                                                              
 Class B        Net Issued.......................................             982                 --

ALLIANCE CONSERVATIVE INVESTORS FUND                                                                
------------------------------------                                                                
 Class A        Net Issued.......................................             356                354
 Class B        Net Issued.......................................             295                 --

EQ/PUTNAM BALANCED FUND (A)                                                                         
---------------------------                                                                         
 Class B        Net Issued.......................................             531                 --

ALLIANCE GROWTH INVESTORS FUND                                                                      
------------------------------                                                                      
 Class A        Net Issued.......................................             681                758
 Class B        Net Issued.......................................             581                 --

MERRILL LYNCH WORLD STRATEGY FUND (A)                                                               
------------------------------------                                                                
 Class B        Net Issued.......................................             232                 --

-----------------------                     
(a) Commenced Operations on May 1, 1997.    

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

5.    Amounts retained by Equitable Life in Separate Account No. 45             

      The amount  retained by Equitable Life in the Account  arises  principally
      from (1)  contributions  from  Equitable  Life,  (2) mortality and expense
      charges and asset based administrative charges accumulated in the account,
      and (3) that portion,  determined  ratably,  of the  Account's  investment
      results  applicable  to those  assets in the  Account in excess of the net
      assets for the  Contracts.  Amounts  retained  by  Equitable  Life are not
      subject  to  charges  for  mortality  and  expense  risks and asset  based
administrative expenses.                                            

      Amounts  retained by Equitable  Life in the Account may be  transferred at
any time by Equitable Life to its General Account.                  

      The following table shows the  contributions  (withdrawals) in net amounts
retained by Equitable Life by investment fund:                      

                                                        [Enlarge/Download Table]

                                                                                   YEARS ENDED DECEMBER 31,                 
                                                                ------------------------------------------------------------
                                    INVESTMENT FUND                          1997                           1996            
                                                                ------------------------------  ----------------------------
                                                                                                                            
Alliance Money Market Fund.....................................           $(240,000)                    $(125,000)          

Alliance Intermediate Government Securities Fund...............             (60,000)                      (25,000)          

Alliance High Yield Fund(1)....................................              10,000                            --           

T. Rowe Price Equity Income Fund(1)............................                  --                            --           

EQ/Putnam Growth & Income Value Fund(1)........................                  --                            --           

Alliance Growth & Income Fund..................................            (250,000)                      (60,000)          

Alliance Equity Index Fund.....................................               5,000                            --           

Merrill Lynch Basic Value Equity Fund(1).......................                  --                            --           

Alliance Common Stock Fund.....................................            (840,000)                     (223,000)          

MFS Research Fund(1)...........................................                  --                            --           

Alliance Global Fund...........................................            (185,000)                      (52,000)          

Alliance International Fund....................................            (120,000)                      (35,000)          

T. Rowe Price International Stock Fund(1)......................                  --                            --           

Morgan Stanley Emerging Markets Equity Fund(2).................                  --                            --           

Alliance Aggressive Stock Fund.................................            (435,000)                     (110,000)          

Warburg Pincus Small Company Value Fund(1).....................                  --                            --           

Alliance Small Cap Growth Fund(1)..............................              10,000                            --           

MFS Emerging Growth Companies Fund(1)..........................                  --                            --           

Alliance Conservative Investors Fund...........................             (87,000)                      (45,000)          

EQ/Putnam Balanced Fund(1).....................................                  --                            --           

Alliance Growth Investors Fund.................................            (185,000)                     (105,000)          

Merrill Lynch World Strategy Fund(1)...........................                  --                            --           
                                                                          
----------------------                                              
(1) Commenced operations on May 1, 1997.                            

(2) Commenced operations on November 20, 1997.                      

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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
DECEMBER 31, 1997                                                               

6.    Accumulation Unit Values                                                  

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                  YEARS ENDED DECEMBER 31,                  
                                                               -------------------------------------------------------------
                                                                            1997                           1996             
ALLIANCE MONEY MARKET FUND                                     -----------------------------     -------------------------- 
--------------------------                                                                                                  
                                                                                                                            
Class A Unit value, beginning of period.......................             $24.81                         $23.83            
Class A Unit value, end of period.............................             $25.85                         $24.81            
Class B Unit value, beginning of period (c)...................             $25.17                             --            
Class B Unit value, end of period (c).........................             $25.85                             --            
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................                928                          1,302            
   Class B....................................................              1,972                             --            

ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES FUND                                                                            
------------------------------------------------                                                                            
Class A Unit value, beginning of period.......................             $13.77                         $13.42            
Class A Unit value, end of period.............................             $14.60                         $13.77            
Class B Unit value, beginning of period (c)...................             $13.88                             --            
Class B Unit value, end of period (c).........................             $14.58                             --            
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................                413                            252            
   Class B....................................................                345                             --            

ALLIANCE HIGH YIELD FUND                                                                                                    
------------------------                                                                                                    
Class A Unit value, beginning of period.......................             $26.95                             --            
Class A Unit value, end of period.............................             $30.73                             --            
Class B Unit value, beginning of period.......................             $26.91                             --            
Class B Unit value, end of period.............................             $30.63                             --            
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................                 98                             --            
   Class B....................................................                505                             --            

T. ROWE PRICE EQUITY INCOME FUND (A)                                                                                        
------------------------------------                                                                                        
Class B Unit value, beginning of period.......................             $10.00                             --            
Class B Unit value, end of period.............................             $12.12                             --            
Number of units outstanding, end of period (000's):                                                                         
   Class B....................................................              1,565                             --            

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(b) Commenced Operations on August 20, 1997.                                    
(c) Units were made available for sale on May 1, 1997.                          

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THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       
SEPARATE ACCOUNT NO. 45                                                         
NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
DECEMBER 31, 1997                                                               
6.    Accumulation Unit Values (Continued):                                     

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                   YEARS ENDED DECEMBER 31,                 
                                                                ------------------------------------------------------------
                                                                            1997                            1996            
EQ/PUTNAM GROWTH & INCOME VALUE FUND (A)                        ------------------------------   ---------------------------
--------------------------------------------------------------                                                              
                                                                                                                            
Class B Unit value, beginning of period.......................             $10.00                           --              
Class B Unit value, end of period.............................             $11.53                           --              
Number of units outstanding, end of period (000's):                                                                         
   Class B....................................................              1,230                           --              

ALLIANCE GROWTH & INCOME FUND                                                                                               
-----------------------------                                                                                               
Class A Unit value, beginning of period.......................             $14.23                       $11.99              
Class A Unit value, end of period.............................             $17.83                       $14.23              
Class B Unit value, beginning of period (c)...................             $14.67                           --              
Class B Unit value, end of period (c).........................             $17.80                           --              
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................              3,433                        1,056              
   Class B....................................................              1,829                           --              

ALLIANCE EQUITY INDEX FUND (A)                                                                                              
------------------------------                                                                                              
Class A Unit value, beginning of period.......................             $17.62                           --              
Class A Unit value, end of period.............................             $21.41                           --              
Class B Unit value, beginning of period.......................             $17.62                           --              
Class B Unit value, end of period.............................             $21.38                           --              
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................                 --                           --              
   Class B....................................................                  5                           --              

MERRILL LYNCH BASIC VALUE EQUITY FUND (A)                                                                                   
-----------------------------------------                                                                                   
Class B Unit value, beginning of period.......................             $10.00                           --              
Class B Unit value, end of period.............................             $11.61                           --              
Number of units outstanding, end of period (000's):                                                                         
   Class B....................................................                849                           --              

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(b) Commenced Operations on August 20, 1997.                                    
(c) Units were made available for sale on May 1, 1997.                          

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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
DECEMBER 31, 1997                                                               
6.    Accumulation Unit Values (Continued):                                     

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                   YEARS ENDED DECEMBER 31,              
                                                                   ------------------------------------------------------
                                                                              1997                        1996           
ALLIANCE COMMON STOCK FUND                                         -------------------------     ------------------------
--------------------------                                                                                               
                                                                                                                         
Class A Unit value, beginning of period...........................          $152.96                     $124.52          
Class A Unit value, end of period.................................          $195.37                     $152.96          
Class B Unit value, beginning of period (c).......................          $153.35                          --          
Class B Unit value, end of period (c).............................          $194.74                          --          
Number of units outstanding, end of period (000's):                                                                      
   Class A........................................................            1,114                         494          
   Class B........................................................              519                          --          

MFS RESEARCH FUND (A)                                                                                                    
---------------------                                                                                                    
Class B Unit value, beginning of period...........................           $10.00                          --          
Class B Unit value, end of period.................................           $11.52                          --          
Number of units outstanding, end of period (000's):                                                                      
   Class B........................................................            1,039                          --          

ALLIANCE GLOBAL FUND                                                                                                     
--------------------                                                                                                     
Class A Unit value, beginning of period...........................           $25.25                      $22.29          
Class A Unit value, end of period.................................           $27.85                      $25.25          
Class B Unit value, beginning of period (c).......................           $24.87                          --          
Class B Unit value, end of period (c).............................           $27.76                          --          
Number of units outstanding, end of period (000's):                                                                      
   Class A........................................................            1,074                         609          
   Class B........................................................              308                          --          

ALLIANCE INTERNATIONAL FUND                                                                                              
---------------------------                                                                                              
Class A Unit value, beginning of period...........................           $11.98                      $11.03          
Class A Unit value, end of period.................................           $11.48                      $11.98          
Class B Unit value, beginning of period (c).......................           $11.86                          --          
Class B Unit value, end of period (c).............................           $11.46                          --          
Number of units outstanding, end of period (000's):                                                                      
   Class A........................................................            1,151                         717          
   Class B........................................................              285                          --          

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(c) Units were made available for sale on May 1, 1997.                          

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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
DECEMBER 31, 1997                                                               
6.    Accumulation Unit Values (Continued):                                     

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                YEARS ENDED DECEMBER 31,             
                                                               ------------------------------------------------------
                                                                           1997                        1996          
T. ROWE PRICE INTERNATIONAL STOCK FUND (A)                     ---------------------------   ------------------------
-----------------------------------------                                                                            
                                                                                                                     
Class B Unit value, beginning of period.......................            $10.00                        --           
Class B Unit value, end of period.............................            $ 9.77                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class B....................................................             1,291                        --           

MORGAN STANLEY EMERGING MARKETS EQUITY FUND (B)                                                                      
-----------------------------------------------                                                                      
Class B Unit value, beginning of period.......................            $10.00                        --           
Class B Unit value, end of period.............................            $ 7.95                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class B....................................................               282                        --           

ALLIANCE AGGRESSIVE STOCK FUND                                                                                       
------------------------------                                                                                       
Class A Unit value, beginning of period.......................            $65.94                    $54.59           
Class A Unit value, end of period.............................            $72.23                    $65.94           
Class B Unit value, beginning of period (c)...................            $62.84                        --           
Class B Unit value, end of period (c).........................            $72.00                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class A....................................................             1,261                       620           
   Class B....................................................               369                        --           

WARBURG PINCUS SMALL COMPANY VALUE FUND (A)                                                                          
-------------------------------------------                                                                          
Class B Unit value, beginning of period.......................            $10.00                        --           
Class B Unit value, end of period.............................            $11.82                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class B....................................................             2,096                        --           

ALLIANCE SMALL CAP GROWTH FUND (A)                                                                                   
----------------------------------                                                                                   
Class A Unit value, beginning of period.......................            $10.00                        --           
Class A Unit value, end of period.............................            $12.57                        --           
Class B Unit value, beginning of period.......................            $10.00                        --           
Class B Unit value, end of period.............................            $12.55                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class A....................................................               208                        --           
   Class B....................................................             1,084                        --           

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(b) Commenced Operations on November 20, 1997.                                  
(c) Units were made available for sale on May 1, 1997.                          

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

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)                                       
DECEMBER 31, 1997                                                               
6.    Accumulation Unit Values (Concluded):                                     

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                 YEARS ENDED DECEMBER 31,              
                                                               --------------------------------------------------------
                                                                           1997                          1996          
MFS EMERGING GROWTH FUND (A)                                   ---------------------------     ------------------------
----------------------------                                                                                           
                                                                                                                       
Class B Unit value, beginning of period.......................           $10.00                          --            
Class B Unit value, end of period.............................           $12.15                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class B....................................................              982                          --            

ALLIANCE CONSERVATIVE INVESTORS FUND                                                                                   
------------------------------------                                                                                   
Class A Unit value, beginning of period.......................           $17.21                      $16.55            
Class A Unit value, end of period.............................           $19.26                      $17.21            
Class B Unit value, beginning of period (c)...................           $17.33                          --            
Class B Unit value, end of period (c).........................           $19.23                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class A....................................................              813                         457            
   Class B....................................................              295                          --            

EQ/PUTMAN BALANCED FUND (A)                                                                                            
---------------------------                                                                                            
Class B Unit value, beginning of period.......................           $10.00                          --            
Class B Unit value, end of period.............................           $11.36                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class B....................................................              531                          --            

ALLIANCE GROWTH INVESTORS FUND                                                                                         
------------------------------                                                                                         
Class A Unit value, beginning of period.......................           $26.26                      $23.59            
Class A Unit value, end of period.............................           $30.31                      $26.26            
Class B Unit value, beginning of period (c)...................           $26.23                          --            
Class B Unit value, end of period (c).........................           $30.22                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class A....................................................            1,596                         914            
   Class B....................................................              581                          --            

MERRILL LYNCH WORLD STRATEGY FUND (A)                                                                                  
-------------------------------------                                                                                  
Class B Unit value, beginning of period.......................           $10.00                          --            
Class B Unit value, end of period.............................           $10.39                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class B....................................................              232                          --            

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(b) Commenced Operations on November 20, 1997.                                  
(c) Units were made available for sale on May 1, 1997.                          

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February 10, 1998                                                               

 Report of Independent Accountants

To the Board of Directors and Shareholders of                                   
The Equitable Life Assurance Society of the United States                       

In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  statements of earnings,  of shareholder's equity and of cash flows
present  fairly,  in  all  material  respects,  the  financial  position  of The
Equitable  Life  Assurance  Society  of the United  States and its  subsidiaries
("Equitable  Life") at  December  31,  1997 and 1996,  and the  results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting  principles.
These  financial   statements  are  the   responsibility   of  Equitable  Life's
management;  our  responsibility  is to express  an  opinion on these  financial
statements  based on our audits.  We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management and evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for the opinion  expressed
above.                                                                          

As discussed in Note 2 to the consolidated financial statements,  Equitable Life
changed its methods of accounting for long-duration participating life insurance
contracts and long-lived assets in 1996 and for loan impairments in 1995.       

/s/ Price Waterhouse, LLP                                                       
---------------------------                                                     
Price Waterhouse LLP                                                    
New York, New York                                                      
February 10, 1998                                                       

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
 CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND 1996

                                                        [Enlarge/Download Table]

                                                                                   1997                 1996       
                                                                             -----------------    -----------------
                                                                                         (In Millions)             
                                                                                                                   
ASSETS                                                                                                             
Investments:                                                                                                       
  Fixed maturities:                                                                                                
    Available for sale, at estimated fair value.............................  $    19,630.9        $    18,077.0   
  Mortgage loans on real estate.............................................        2,611.4              3,133.0   
  Equity real estate........................................................        2,749.2              3,297.5   
  Policy loans..............................................................        2,422.9              2,196.1   
  Other equity investments..................................................          951.5                860.6   
  Investment in and loans to affiliates.....................................          731.1                685.0   
  Other invested assets.....................................................          624.7                 25.4   
                                                                             -----------------    -----------------
      Total investments.....................................................       29,721.7             28,274.6   
Cash and cash equivalents...................................................          300.5                538.8   
Deferred policy acquisition costs...........................................        3,236.6              3,104.9   
Amounts due from discontinued operations....................................          572.8                996.2   
Other assets................................................................        2,685.2              2,552.2   
Closed Block assets.........................................................        8,566.6              8,495.0   
Separate Accounts assets....................................................       36,538.7             29,646.1   
                                                                             -----------------    -----------------

Total Assets................................................................  $    81,622.1        $    73,607.8   
                                                                             =================    =================

LIABILITIES                                                                                                        
Policyholders' account balances.............................................  $    21,579.5        $    21,865.6   
Future policy benefits and other policyholder's liabilities.................        4,553.8              4,416.6   
Short-term and long-term debt...............................................        1,991.2              1,766.9   
Other liabilities...........................................................        3,257.1              2,785.1   
Closed Block liabilities....................................................        9,073.7              9,091.3   
Separate Accounts liabilities...............................................       36,306.3             29,598.3   
                                                                             -----------------    -----------------
      Total liabilities.....................................................       76,761.6             69,523.8   
                                                                             -----------------    -----------------

Commitments and contingencies (Notes 10, 12, 13, 14 and 15)                                                        

SHAREHOLDER'S EQUITY                                                                                               
Common stock, $1.25 par value 2.0 million shares authorized, issued                                                
  and outstanding...........................................................            2.5                  2.5   
Capital in excess of par value..............................................        3,105.8              3,105.8   
Retained earnings...........................................................        1,235.9                798.7   
Net unrealized investment gains.............................................          533.6                189.9   
Minimum pension liability...................................................          (17.3)               (12.9)  
                                                                             -----------------    -----------------
      Total shareholder's equity............................................        4,860.5              4,084.0   
                                                                             -----------------    -----------------

Total Liabilities and Shareholder's Equity..................................  $    81,622.1        $    73,607.8   
                                                                             =================    =================

 See Notes to Consolidated Financial Statements.

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
 CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

                                                        [Enlarge/Download Table]


                                                                     1997               1996               1995       
                                                               -----------------  -----------------  -----------------
                                                                                   (In Millions)                      
                                                                                                                      
REVENUES                                                                                                              
Universal life and investment-type product policy fee                                                                 
  income......................................................  $      950.6       $       874.0      $       788.2   
Premiums......................................................         601.5               597.6              606.8   
Net investment income.........................................       2,282.8             2,203.6            2,088.2   
Investment (losses) gains, net................................         (45.2)               (9.8)               5.3   
Commissions, fees and other income............................       1,227.2             1,081.8              897.1   
Contribution from the Closed Block............................         102.5               125.0              143.2   
                                                               -----------------  -----------------  -----------------

      Total revenues..........................................       5,119.4             4,872.2            4,528.8   
                                                               -----------------  -----------------  -----------------

BENEFITS AND OTHER DEDUCTIONS                                                                                         
Interest credited to policyholders' account balances..........       1,266.2             1,270.2            1,248.3   
Policyholders' benefits.......................................         978.6             1,317.7            1,008.6   
Other operating costs and expenses............................       2,203.9             2,075.7            1,775.8   
                                                               -----------------  -----------------  -----------------

      Total benefits and other deductions.....................       4,448.7             4,663.6            4,032.7   
                                                               -----------------  -----------------  -----------------

Earnings from continuing operations before Federal                                                                    
  income taxes, minority interest and cumulative                                                                      
  effect of accounting change.................................         670.7               208.6              496.1   
Federal income taxes..........................................          91.5                 9.7              120.5   
Minority interest in net income of consolidated subsidiaries..          54.8                81.7               62.8   
                                                               -----------------  -----------------  -----------------
Earnings from continuing operations before cumulative                                                                 
  effect of accounting change.................................         524.4               117.2              312.8   
Discontinued operations, net of Federal income taxes..........         (87.2)              (83.8)               -     
Cumulative effect of accounting change, net of Federal                                                                
  income taxes................................................           -                 (23.1)               -     
                                                               -----------------  -----------------  -----------------

Net Earnings..................................................  $      437.2       $        10.3      $       312.8   
                                                               =================  =================  =================

 See Notes to Consolidated Financial Statements.

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

                                                        [Enlarge/Download Table]

                                                                     1997               1996               1995       
                                                               -----------------  -----------------  -----------------
                                                                                   (In Millions)                      
                                                                                                                      
Common stock, at par value, beginning and end of year.........  $        2.5       $         2.5      $         2.5   
                                                               -----------------  -----------------  -----------------

Capital in excess of par value, beginning and end of year.....       3,105.8             3,105.8            3,105.8   
                                                               -----------------  -----------------  -----------------

Retained earnings, beginning of year..........................         798.7               788.4              475.6   
Net earnings..................................................         437.2                10.3              312.8   
                                                               -----------------  -----------------  -----------------
Retained earnings, end of year................................       1,235.9               798.7              788.4   
                                                               -----------------  -----------------  -----------------

Net unrealized investment gains (losses), beginning of year...         189.9               396.5             (220.5)  
Change in unrealized investment gains (losses)................         343.7              (206.6)             617.0   
                                                               -----------------  -----------------  -----------------
Net unrealized investment gains, end of year..................         533.6               189.9              396.5   
                                                               -----------------  -----------------  -----------------

Minimum pension liability, beginning of year..................         (12.9)              (35.1)              (2.7)  
Change in minimum pension liability...........................          (4.4)               22.2              (32.4)  
                                                                                                     -----------------
                                                               -----------------  -----------------                   
Minimum pension liability, end of year........................         (17.3)              (12.9)             (35.1)  
                                                               -----------------  -----------------  -----------------

Total Shareholder's Equity, End of Year.......................  $    4,860.5       $     4,084.0      $     4,258.1   
                                                               =================  =================  =================

 See Notes to Consolidated Financial Statements.

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

                                                        [Enlarge/Download Table]


                                                                      1997               1996               1995       
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)                      
                                                                                                                       
Net earnings..................................................   $      437.2       $        10.3      $       312.8   
Adjustments  to  reconcile  net  earnings  to net  cash  provided  by  operating                                       
  activities:                                                                                                          
  Interest credited to policyholders' account balances........        1,266.2             1,270.2            1,248.3   
  Universal life and investment-type product                                                                           
    policy fee income.........................................         (950.6)             (874.0)            (788.2)  
  Investment losses (gains)...................................           45.2                 9.8               (5.3)  
  Change in Federal income tax payable........................          (74.4)             (197.1)             221.6   
  Other, net..................................................          169.4               330.2               80.5   
                                                                -----------------  -----------------  -----------------

Net cash provided by operating activities.....................          893.0               549.4            1,069.7   
                                                                -----------------  -----------------  -----------------

Cash flows from investing activities:                                                                                  
  Maturities and repayments...................................        2,702.9             2,275.1            1,897.4   
  Sales.......................................................       10,385.9             8,964.3            8,867.1   
  Purchases...................................................      (13,205.4)          (12,559.6)         (11,675.5)  
  (Increase) decrease in short-term investments...............         (555.0)              450.3              (99.3)  
  Decrease in loans to discontinued operations................          420.1             1,017.0            1,226.9   
  Sale of subsidiaries........................................          261.0                 -                  -     
  Other, net..................................................         (612.6)             (281.0)            (413.4)  
                                                                -----------------  -----------------  -----------------

Net cash used by investing activities.........................         (603.1)             (133.9)            (196.8)  
                                                                -----------------  -----------------  -----------------

Cash flows from financing activities: Policyholders' account balances:                                                 
    Deposits..................................................        1,281.7             1,925.4            2,586.5   
    Withdrawals...............................................       (1,886.8)           (2,385.2)          (2,657.1)  
  Net increase (decrease) in short-term financings............          419.9                 (.3)             (16.4)  
  Additions to long-term debt.................................           32.0                 -                599.7   
  Repayments of long-term debt................................         (196.4)             (124.8)             (40.7)  
  Payment of obligation to fund accumulated deficit of                                                                 
    discontinued operations...................................          (83.9)                -             (1,215.4)  
  Other, net..................................................          (94.7)              (66.5)             (48.4)  
                                                                -----------------  -----------------  -----------------

Net cash used by financing activities.........................         (528.2)             (651.4)            (791.8)  
                                                                -----------------  -----------------  -----------------

Change in cash and cash equivalents...........................         (238.3)             (235.9)              81.1   
Cash and cash equivalents, beginning of year..................          538.8               774.7              693.6   
                                                                -----------------  -----------------  -----------------

Cash and Cash Equivalents, End of Year........................   $      300.5       $       538.8      $       774.7   
                                                                =================  =================  =================

Supplemental cash flow information                                                                                     
  Interest Paid...............................................   $      217.1       $       109.9      $        89.6   
                                                                =================  =================  =================
  Income Taxes Paid (Refunded)................................   $      170.0       $       (10.0)     $       (82.7)  
                                                                =================  =================  =================

 See Notes to Consolidated Financial Statements.

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1)     ORGANIZATION                                                           

        The Equitable  Life Assurance  Society of the United States  ("Equitable
        Life")  is  a  wholly  owned  subsidiary  of  The  Equitable   Companies
        Incorporated  (the  "Holding   Company").   Equitable  Life's  insurance
        business  is  conducted  principally  by  Equitable  Life and,  prior to
        December 31, 1996, its wholly owned life insurance subsidiary, Equitable
        Variable Life Insurance Company  ("EVLICO").  Effective January 1, 1997,
        EVLICO was merged into Equitable  Life,  which  continues to conduct the
        Company's  insurance  business.  Equitable Life's investment  management
        business,  which comprises the Investment Services segment, is conducted
        principally  by  Alliance  Capital  Management  L.P.   ("Alliance")  and
        Donaldson,  Lufkin & Jenrette,  Inc. ("DLJ"),  an investment banking and
        brokerage  affiliate.  AXA-UAP ("AXA"),  a French holding company for an
        international   group  of  insurance  and  related  financial   services
        companies,   is  the  Holding  Company's  largest  shareholder,   owning
        approximately  58.7% at  December  31,  1997  (54.3%  if all  securities
        convertible  into,  and options on, common stock were to be converted or
exercised).                                                     

2)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

Basis of Presentation and Principles of Consolidation           

        The  accompanying  consolidated  financial  statements  are  prepared in
        conformity with generally accepted accounting  principles ("GAAP") which
        require  management to make  estimates and  assumptions  that affect the
        reported  amounts of assets and liabilities and disclosure of contingent
        assets and  liabilities at the date of the financial  statements and the
        reported  amounts of revenues and expenses during the reporting  period.
Actual results could differ from those estimates.               

        The accompanying  consolidated financial statements include the accounts
        of  Equitable  Life  and its  wholly  owned  life  insurance  subsidiary
        (collectively,   the  "Insurance  Group");  non-insurance  subsidiaries,
        principally  Alliance,  an investment advisory subsidiary,  and, through
        June  10,  1997,  Equitable  Real  Estate  Investment  Management,  Inc.
        ("EREIM"), a real estate investment management subsidiary which was sold
        (see  Note 5);  and  those  partnerships  and  joint  ventures  in which
        Equitable Life or its subsidiaries  has control and a majority  economic
        interest  (collectively,  including its consolidated  subsidiaries,  the
        "Company").  The  Company's  investment in DLJ is reported on the equity
        basis of accounting.  Closed Block assets and liabilities and results of
        operations  are presented in the  consolidated  financial  statements as
        single  line  items  (see  Note  6).  Unless  specifically  stated,  all
        disclosures  contained  herein  supporting  the  consolidated  financial
statements exclude the Closed Block related amounts.            

        All  significant  intercompany   transactions  and  balances  have  been
        eliminated in  consolidation  other than  intercompany  transactions and
        balances with the Closed Block and the discontinued operations (see Note
7).                                                             

        The years  "1997,"  "1996" and "1995" refer to the years ended  December
31, 1997, 1996 and 1995, respectively.                          

        Certain  reclassifications  have been made in the amounts  presented for
  prior periods to conform these periods with the 1997 presentation.

Closed Block                                                    

        As of July 22, 1992, Equitable Life established the Closed Block for the
        benefit of certain  classes of  individual  participating  policies  for
        which Equitable Life had a dividend scale payable in 1991 and which were
        in force on that date.  Assets were  allocated to the Closed Block in an
        amount which,  together with anticipated revenues from policies included
        in the Closed Block, was reasonably expected to be sufficient to support
        such  business,  including  provision  for  payment of  claims,  certain
        expenses and taxes,  and for  continuation of dividend scales payable in
1991, assuming the experience underlying such scales continues. 

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        Assets  allocated to the Closed Block inure solely to the benefit of the
        holders of policies  included in the Closed Block and will not revert to
        the benefit of the Holding Company. No reallocation, transfer, borrowing
        or  lending  of assets can be made  between  the Closed  Block and other
        portions  of  Equitable  Life's  General  Account,  any of its  Separate
        Accounts or any affiliate of Equitable  Life without the approval of the
        New York  Superintendent  of Insurance  (the  "Superintendent").  Closed
        Block  assets and  liabilities  are carried on the same basis as similar
        assets and liabilities held in the General Account. The excess of Closed
        Block  liabilities  over Closed  Block  assets  represents  the expected
        future  post-tax  contribution  from the  Closed  Block  which  would be
        recognized  in income over the period the policies and  contracts in the
Closed Block remain in force.                                   

Discontinued Operations                                         

        Discontinued operations consist of the business of the former Guaranteed
        Interest   Contract   ("GIC")   segment   which   includes   the   Group
        Non-Participating  Wind-Up Annuities  ("Wind-Up  Annuities") and the GIC
        lines  of  business.  An  allowance  was  established  for  the  premium
        deficiency  reserve for Wind-Up Annuities and estimated future losses of
        the  GIC  line of  business.  Management  reviews  the  adequacy  of the
        allowance  each  quarter  and,  during the 1997 and 1996 fourth  quarter
        reviews,  the  allowance  for future  losses was  increased.  Management
        believes  the  allowance  for  future  losses at  December  31,  1997 is
        adequate to provide for all future losses; however, the determination of
        the allowance  continues to involve  numerous  estimates and  subjective
        judgments regarding the expected performance of Discontinued  Operations
        Investment  Assets.  There can be no assurance  the losses  provided for
        will not  differ  from the  losses  ultimately  realized.  To the extent
        actual  results or future  projections  of the  discontinued  operations
        differ  from   management's   current  best  estimates  and  assumptions
        underlying  the allowance for future  losses,  the  difference  would be
        reflected in the  consolidated  statements  of earnings in  discontinued
        operations.  In  particular,  to the extent  income,  sales proceeds and
        holding periods for equity real estate differ from management's previous
        assumptions,  periodic adjustments to the allowance are likely to result
(see Note 7).                                                   

Accounting Changes                                              

        In 1996, the Company changed its method of accounting for  long-duration
        participating  life  insurance  contracts,  primarily  within the Closed
        Block,  in accordance  with the  provisions  prescribed by SFAS No. 120,
        "Accounting  and Reporting by Mutual Life Insurance  Enterprises  and by
        Insurance   Enterprises   for   Certain   Long-Duration    Participating
        Contracts".  (See "Deferred Policy Acquisition  Costs,"  "Policyholders'
Account Balances and Future Policy Benefits" and Note 6.)       

        The Company implemented SFAS No. 121,  "Accounting for the Impairment of
        Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of," as of
        January 1, 1996.  SFAS No. 121  requires  long-lived  assets and certain
        identifiable  intangibles be reviewed for impairment  whenever events or
        changes in circumstances  indicate the carrying value of such assets may
        not be  recoverable.  Effective with SFAS No. 121's  adoption,  impaired
        real estate is written down to fair value with the impairment loss being
        included in investment gains (losses), net. Before implementing SFAS No.
        121,  valuation  allowances  on real estate held for the  production  of
        income were computed using the  forecasted  cash flows of the respective
        properties  discounted at a rate equal to The Equitable's cost of funds.
        The  adoption of the  statement  resulted  in the  release of  valuation
        allowances of $152.4  million and  recognition  of impairment  losses of
        $144.0 million on real estate held for production of income. Real estate
        which management has committed to disposing of by sale or abandonment is
        classified  as real estate held for sale.  Valuation  allowances on real
        estate  held  for  sale  continue  to be  computed  using  the  lower of
        depreciated  cost or estimated  fair value,  net of  disposition  costs.
        Implementation of the SFAS No. 121 impairment  requirements  relative to
        other  assets to be disposed of resulted in a charge for the  cumulative
        effect of an accounting change of $23.1 million, net of a Federal income
        tax  benefit of $12.4  million,  due to the  writedown  to fair value of
building improvements relating to facilities vacated in 1996.   

        In the  first  quarter  of 1995,  the  Company  adopted  SFAS  No.  114,
        "Accounting  by Creditors  for  Impairment  of a Loan".  Impaired  loans
        within  SFAS No.  114's  scope are to be  measured  based on the present
        value of expected future cash flows  discounted at the loan's  effective
        interest rate, at the loan's  observable  market price or the fair value
        of the collateral if the loan is collateral  dependent.  The adoption of
        this  statement  did not  have a  material  effect  on the  level of the
        allowances  for  possible  losses  or  on  the  Company's   consolidated
statements of earnings and shareholder's equity.                

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New Accounting Pronouncements                                   

        In January  1998,  the Financial  Accounting  Standards  Board  ("FASB")
        issued SFAS No. 132,  "Employers'  Disclosures  about  Pension and Other
        Postretirement   Benefits,"   which  revises   current  note  disclosure
        requirements for employers' pension and other retiree benefits. SFAS No.
        132 is effective for fiscal years beginning after December 15, 1997. The
        Company  will  adopt  the  provisions  of  SFAS  No.  132  in  the  1998
consolidated financial statements.                              

        In December 1997, the American Institute of Certified Public Accountants
        ("AICPA")  issued  Statement of Position  ("SOP") 97-3,  "Accounting  by
        Insurance and Other Enterprises for Insurance-Related  Assessments". SOP
        97-3 provides guidance for assessments  related to insurance  activities
        and  requirements  for  disclosure of certain  information.  SOP 97-3 is
        effective for financial  statements  issued for periods  beginning after
        December 31, 1998. Restatement of previously issued financial statements
        is not required.  SOP 97-3 is not expected to have a material  impact on
the Company's consolidated financial statements.                

        In June 1997, the FASB issued SFAS No. 131,  "Disclosures about Segments
        of an  Enterprise  and Related  Information".  SFAS No. 131  establishes
        standards for the way public  business  enterprises  report  information
        about  operating  segments  in annual and interim  financial  statements
        issued  to  shareholders.  It also  establishes  standards  for  related
        disclosures  about  products and  services,  geographic  areas and major
        customers.  Generally,  financial  information  will be  required  to be
        reported  on  the  basis  used  by  management  for  evaluating  segment
        performance and for deciding how to allocate resources to segments. This
        statement is effective  for fiscal years  beginning  after  December 15,
        1997 and need not be applied to interim reporting in the initial year of
        adoption.  Restatement of comparative information for earlier periods is
        required.  Management is currently  reviewing its definition of business
segments in light of the requirements of SFAS No. 131.          

        In June 1997,  the FASB issued SFAS No.  130,  "Reporting  Comprehensive
        Income". SFAS No. 130 establishes standards for reporting and displaying
        comprehensive income and its components in a full set of general purpose
        financial  statements.  SFAS No. 130 requires an  enterprise to classify
        items of other  comprehensive  income  by their  nature  in a  financial
        statement  and display the  accumulated  balance of other  comprehensive
        income separately from retained earnings and additional  paid-in capital
        in the  equity  section  of a  statement  of  financial  position.  This
        statement is effective  for fiscal years  beginning  after  December 15,
        1997.  Reclassification  of  financial  statements  for earlier  periods
        provided for  comparative  purposes is required.  The Company will adopt
        the  provisions  of SFAS  No.  130 in its  1998  consolidated  financial
statements.                                                     

        In June 1996,  the FASB issued SFAS No. 125,  "Accounting  for Transfers
        and Servicing of Financial Assets and  Extinguishments  of Liabilities".
        SFAS No. 125 specifies the  accounting  and reporting  requirements  for
        transfers  of financial  assets,  the  recognition  and  measurement  of
        servicing  assets and  liabilities and  extinguishments  of liabilities.
        SFAS No. 125 is effective for transactions  occurring after December 31,
        1996 and is to be applied  prospectively.  In  December  1996,  the FASB
        issued  SFAS  No.  127,  "Deferral  of the  Effective  Date  of  Certain
        Provisions  of FASB  Statement  No.  125," which defers for one year the
        effective  date  of  provisions   relating  to  secured  borrowings  and
        collateral and transfers of financial assets that are part of repurchase
        agreements,  dollar-roll,  securities lending and similar  transactions.
        Implementation of SFAS No. 125 did not have nor is SFAS No. 127 expected
        to  have a  material  impact  on the  Company's  consolidated  financial
statements.                                                     

Valuation of Investments                                        

        Fixed  maturities  identified  as  available  for sale are  reported  at
        estimated fair value. The amortized cost of fixed maturities is adjusted
for impairments in value deemed to be other than temporary.     

        Valuation  allowances are netted  against the asset  categories to which
they apply.                                                     

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        Mortgage loans on real estate are stated at unpaid  principal  balances,
        net  of  unamortized  discounts  and  valuation  allowances.   Valuation
        allowances are based on the present value of expected  future cash flows
        discounted  at  the  loan's  original  effective  interest  rate  or the
        collateral  value  if the  loan is  collateral  dependent.  However,  if
        foreclosure  is or becomes  probable,  the  measurement  method  used is
collateral value.                                               

        Real estate,  including real estate acquired in satisfaction of debt, is
        stated at  depreciated  cost less valuation  allowances.  At the date of
        foreclosure (including in-substance  foreclosure),  real estate acquired
        in satisfaction of debt is valued at estimated fair value. Impaired real
        estate is  written  down to fair value  with the  impairment  loss being
        included in investment gains (losses), net. Valuation allowances on real
        estate held for sale are computed using the lower of depreciated cost or
        current estimated fair value, net of disposition costs.  Depreciation is
        discontinued on real estate held for sale. Prior to the adoption of SFAS
        No. 121,  valuation  allowances  on real estate held for  production  of
        income were computed using the  forecasted  cash flows of the respective
     properties discounted at a rate equal to the Company's cost of funds.

Policy loans are stated at unpaid principal balances.           

        Partnerships  and joint venture  interests in which the Company does not
        have control or a majority  economic interest are reported on the equity
        basis of accounting  and are included  either with equity real estate or
other equity investments, as appropriate.                       

        Common  stocks are carried at  estimated  fair value and are included in
other equity investments.                                       

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

        Cash and cash equivalents  includes cash on hand, amounts due from banks
        and highly liquid debt instruments  purchased with an original  maturity
of three months or less.                                        

        All securities are recorded in the consolidated  financial statements on
a trade date basis.                                             

        Net Investment Income,  Investment Gains, Net and Unrealized  Investment
Gains (Losses)                                                  

        Net   investment   income  and  realized   investment   gains   (losses)
        (collectively,  "investment  results") related to certain  participating
        group annuity contracts which are passed through to the  contractholders
      are reflected as interest credited to policyholders' account balances.

        Realized   investment   gains   (losses)  are   determined  by  specific
        identification  and are presented as a component of revenue.  Changes in
valuation allowances are included in investment gains or losses.

        Unrealized investment gains and losses on fixed maturities available for
        sale and equity  securities  held by the Company are  accounted for as a
        separate  component of  shareholder's  equity,  net of related  deferred
        Federal income taxes, amounts  attributable to discontinued  operations,
        participating  group annuity  contracts and deferred policy  acquisition
        costs ("DAC") related to universal life and investment-type products and
participating traditional life contracts.                       

Recognition of Insurance Income and Related Expenses            

        Premiums from universal life and investment-type  contracts are reported
        as deposits to  policyholders'  account  balances.  Revenues  from these
        contracts   consist  of  amounts  assessed  during  the  period  against
        policyholders'   account   balances  for   mortality   charges,   policy
        administration charges and surrender charges. Policy benefits and claims
        that are  charged to expense  include  benefit  claims  incurred  in the
period in excess of related policyholders' account balances.    

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        Premiums from participating and  non-participating  traditional life and
        annuity  policies with life  contingencies  generally are  recognized as
        income when due.  Benefits  and expenses are matched with such income so
        as to  result  in the  recognition  of  profits  over  the  life  of the
        contracts.  This match is  accomplished  by means of the  provision  for
        liabilities  for future policy  benefits and the deferral and subsequent
amortization of policy acquisition costs.                       

        For  contracts  with a single  premium  or a limited  number of  premium
        payments due over a  significantly  shorter period than the total period
        over which  benefits are provided,  premiums are recorded as income when
        due with any  excess  profit  deferred  and  recognized  in  income in a
        constant  relationship  to  insurance  in force or, for  annuities,  the
amount of expected future benefit payments.                     

        Premiums from individual  health contracts are recognized as income over
        the period to which the premiums  relate in  proportion to the amount of
insurance protection provided.                                  

Deferred Policy Acquisition Costs                               

        The  costs  of  acquiring   new   business,   principally   commissions,
        underwriting,  agency and policy issue expenses,  all of which vary with
        and  are  primarily  related  to the  production  of new  business,  are
        deferred. DAC is subject to recoverability testing at the time of policy
        issue and loss recognition testing at the end of each accounting period.

        For  universal  life  products  and  investment-type  products,  DAC  is
        amortized  over the expected  total life of the contract  group (periods
        ranging  from  15 to 35  years  and 5 to 17  years,  respectively)  as a
        constant  percentage of estimated gross profits arising principally from
        investment results,  mortality and expense margins and surrender charges
        based on historical and anticipated  future  experience,  updated at the
        end of each accounting  period. The effect on the amortization of DAC of
        revisions  to  estimated  gross  profits is reflected in earnings in the
        period such estimated  gross profits are revised.  The effect on the DAC
        asset that would result from realization of unrealized gains (losses) is
        recognized  with an offset to unrealized  gains (losses) in consolidated
shareholder's equity as of the balance sheet date.              

        For participating  traditional life policies (substantially all of which
        are in the Closed Block),  DAC is amortized over the expected total life
        of the contract group (40 years) as a constant  percentage  based on the
        present  value of the  estimated  gross  margin  amounts  expected to be
        realized  over the life of the contracts  using the expected  investment
        yield. At December 31, 1997, the expected  investment  yield,  excluding
        policy  loans,  generally  ranged from 7.53%  grading to 7.92% over a 20
        year period.  Estimated gross margin includes  anticipated  premiums and
        investment results less claims and administrative  expenses,  changes in
        the  net  level  premium  reserve  and  expected   annual   policyholder
        dividends.  The  effect  on the  amortization  of DAC  of  revisions  to
        estimated  gross  margins is  reflected  in  earnings in the period such
        estimated  gross  margins are revised.  The effect on the DAC asset that
        would result from realization of unrealized gains (losses) is recognized
        with  an  offset  to   unrealized   gains   (losses)   in   consolidated
shareholder's equity as of the balance sheet date.              

        For  non-participating  traditional  life and annuity policies with life
        contingencies,  DAC is amortized in proportion to anticipated  premiums.
        Assumptions  as to  anticipated  premiums  are  estimated at the date of
        policy  issue  and  are  consistently  applied  during  the  life of the
        contracts.   Deviations  from  estimated  experience  are  reflected  in
        earnings in the period such deviations  occur. For these contracts,  the
    amortization periods generally are for the total life of the policy.

        For  individual  health  benefit  insurance,  DAC is amortized  over the
        expected  average  life of the  contracts  (10 years  for major  medical
        policies  and  20  years  for  disability  income  ("DI")  products)  in
proportion to anticipated premium revenue at time of issue.     

Policyholders' Account Balances and Future Policy Benefits      

        Policyholders'  account balances for universal life and  investment-type
        contracts are equal to the policy  account  values.  The policy  account
        values  represents  an  accumulation  of  gross  premium  payments  plus
     credited interest less expense and mortality charges and withdrawals.

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        For  participating  traditional  life  policies,  future policy  benefit
        liabilities are calculated using a net level premium method on the basis
        of actuarial assumptions equal to guaranteed mortality and dividend fund
        interest  rates.  The  liability  for annual  dividends  represents  the
        accrual of annual dividends  earned.  Terminal  dividends are accrued in
proportion to gross margins over the life of the contract.      

        For non-participating traditional life insurance policies, future policy
        benefit  liabilities  are estimated  using a net level premium method on
        the basis of actuarial  assumptions  as to  mortality,  persistency  and
        interest established at policy issue.  Assumptions established at policy
        issue as to mortality and persistency are based on the Insurance Group's
        experience  which,  together  with  interest  and  expense  assumptions,
        include a margin for adverse deviation.  When the liabilities for future
        policy benefits plus the present value of expected future gross premiums
        for a product are  insufficient  to provide for expected  future  policy
        benefits  and  expenses  for  that  product,  DAC  is  written  off  and
        thereafter,  if required, a premium deficiency reserve is established by
        a charge to earnings.  Benefit  liabilities  for  traditional  annuities
        during the accumulation period are equal to accumulated contractholders'
        fund balances and after  annuitization are equal to the present value of
        expected  future  payments.  Interest  rates used in  establishing  such
        liabilities range from 2.25% to 11.5% for life insurance liabilities and
from 2.25% to 13.5% for annuity liabilities.                    

        During  the  fourth  quarter  of  1996,  a  loss  recognition  study  of
        participating group annuity contracts and conversion annuities ("Pension
        Par") was completed  which  included  management's  revised  estimate of
        assumptions,  such as expected mortality and future investment  returns.
        The  study's  results   prompted   management  to  establish  a  premium
        deficiency reserve which decreased  earnings from continuing  operations
and net earnings by $47.5 million ($73.0 million pre-tax).      

        Individual  health  benefit  liabilities  for active lives are estimated
        using  the  net  level  premium  method  and  assumptions  as to  future
        morbidity,  withdrawals and interest.  Benefit  liabilities for disabled
        lives are  estimated  using the  present  value of  benefits  method and
       experience assumptions as to claim terminations, expenses and interest.

        During  the  fourth  quarter  of  1996,  the  Company  completed  a loss
        recognition  study of the DI business  which  incorporated  management's
        revised  estimates  of  future  experience  with  regard  to  morbidity,
        investment  returns,   claims  and  administration  expenses  and  other
        factors.  The study  indicated DAC was not  recoverable and the reserves
        were  not  sufficient.  Earnings  from  continuing  operations  and  net
        earnings  decreased  by $208.0  million  ($320.0  million  pre-tax) as a
        result of  strengthening  DI reserves by $175.0  million and writing off
        unamortized DAC of $145.0 million related to DI products issued prior to
        July 1993. The determination of DI reserves requires making  assumptions
        and estimates relating to a variety of factors,  including morbidity and
        interest  rates,  claims  experience and lapse rates based on then known
        facts and circumstances. Such factors as claim incidence and termination
        rates can be affected by changes in the economic,  legal and  regulatory
        environments and work ethic.  While management  believes its 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.                                                    

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        Claim  reserves and associated  liabilities  for individual DI and major
        medical  policies were $886.7 million and $869.4 million at December 31,
        1997 and  1996,  respectively.  Incurred  benefits  (benefits  paid plus
        changes in claim reserves) and benefits paid for individual DI and major
        medical  policies   (excluding   reserve   strengthening  in  1996)  are
summarized as follows:                                          

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Incurred benefits related to current year..........  $       190.2      $      189.0      $      176.0    
Incurred benefits related to prior years...........            2.1              69.1              67.8    
                                                    -----------------  ----------------  -----------------
Total Incurred Benefits............................  $       192.3      $      258.1      $      243.8    
                                                    =================  ================  =================

Benefits paid related to current year..............  $        28.8      $       32.6      $       37.0    
Benefits paid related to prior years...............          146.2             153.3             137.8    
                                                    -----------------  ----------------  -----------------
Total Benefits Paid................................  $       175.0      $      185.9      $      174.8    
                                                    =================  ================  =================

Policyholders' Dividends                                        

        The amount of  policyholders'  dividends to be paid (including  those on
        policies  included  in the  Closed  Block)  is  determined  annually  by
        Equitable   Life's  board  of  directors.   The   aggregate   amount  of
        policyholders'  dividends  is  related  to actual  interest,  mortality,
        morbidity  and expense  experience  for the year and  judgment as to the
        appropriate level of statutory surplus to be retained by Equitable Life.

        At December 31, 1997,  participating  policies,  including  those in the
        Closed Block, represent  approximately 21.2% ($50.2 billion) of directly
written life insurance in force, net of amounts ceded.          

Federal Income Taxes                                            

        The  Company  files a  consolidated  Federal  income tax return with the
        Holding  Company  and its  consolidated  subsidiaries.  Current  Federal
        income  taxes are charged or credited to  operations  based upon amounts
        estimated to be payable or recoverable as a result of taxable operations
        for the current year.  Deferred  income tax assets and  liabilities  are
        recognized based on the difference between financial  statement carrying
        amounts  and income tax bases of assets and  liabilities  using  enacted
income tax rates and laws.                                      

Separate Accounts                                               

        Separate  Accounts are established in conformity with the New York State
        Insurance Law and generally are not  chargeable  with  liabilities  that
        arise from any other business of the Insurance Group.  Separate Accounts
        assets  are  subject to General  Account  claims  only to the extent the
value of such assets exceeds Separate Accounts liabilities.     

        Assets  and  liabilities  of the  Separate  Accounts,  representing  net
        deposits  and  accumulated  net  investment  earnings  less  fees,  held
        primarily  for  the  benefit  of  contractholders,  and  for  which  the
        Insurance Group does not bear the investment risk, are shown as separate
        captions in the consolidated  balance sheets.  The Insurance Group bears
        the investment risk on assets held in one Separate  Account,  therefore,
        such assets are carried on the same basis as similar  assets held in the
        General Account  portfolio.  Assets held in the other Separate  Accounts
        are carried at quoted  market  values or,  where  quoted  values are not
        available,  at  estimated  fair values as  determined  by the  Insurance
Group.                                                          

        The investment results of Separate Accounts on which the Insurance Group
        does not bear the  investment  risk are  reflected  directly in Separate
        Accounts  liabilities.  For 1997, 1996 and 1995,  investment  results of
        such  Separate  Accounts  were $3,411.1  million,  $2,970.6  million and
$1,963.2 million, respectively.                                 

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        Deposits to Separate  Accounts  are  reported as  increases  in Separate
        Accounts liabilities and are not reported in revenues. Mortality, policy
        administration  and  surrender  charges  on all  Separate  Accounts  are
included in revenues.                                           

Employee Stock Option Plan                                      

        The Company  accounts for stock  option  plans  sponsored by the Holding
        Company,   DLJ  and  Alliance  in  accordance  with  the  provisions  of
        Accounting  Principles  Board Opinion  ("APB") No. 25,  "Accounting  for
        Stock Issued to Employees," and related  interpretations.  In accordance
        with the opinion,  compensation expense is recorded on the date of grant
        only if the current  market price of the  underlying  stock  exceeds the
        exercise  price.  See  Note  21 for the pro  forma  disclosures  for the
        Holding Company,  DLJ and Alliance required by SFAS No. 123, "Accounting
for Stock-Based Compensation".                                  

3)     INVESTMENTS                                                            

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

                                                        [Enlarge/Download Table]


                                                                Gross               Gross                         
                                           Amortized          Unrealized         Unrealized         Estimated     
                                              Cost              Gains              Losses           Fair Value    
                                        -----------------  -----------------   ----------------  -----------------
                                                                      (In Millions)                               
                                                                                                                  
December 31, 1997                                                                                                 
Fixed Maturities:                                                                                                 
  Available for Sale:                                                                                             
    Corporate..........................  $    14,230.3      $       785.0       $       74.5      $    14,940.8   
    Mortgage-backed....................        1,702.8               23.5                1.3            1,725.0   
    U.S. Treasury securities and                                                                                  
      U.S. government and                                                                                         
      agency securities................        1,583.2               83.9                 .6            1,666.5   
    States and political subdivisions..          673.0                6.8                 .1              679.7   
    Foreign governments................          442.4               44.8                2.0              485.2   
    Redeemable preferred stock.........          128.0                6.7                1.0              133.7   
                                        -----------------  -----------------   ----------------  -----------------
Total Available for Sale...............  $    18,759.7      $       950.7       $       79.5      $    19,630.9   
                                        =================  =================   ================  =================
Equity Securities:                                                                                                
  Common stock.........................  $       408.4      $        48.7       $       15.0      $       442.1   
                                        =================  =================   ================  =================
December 31, 1996                                                                                                 
Fixed Maturities:                                                                                                 
  Available for Sale:                                                                                             
    Corporate..........................  $    13,645.2      $       451.5       $      121.0      $    13,975.7   
    Mortgage-backed....................        2,015.9               11.2               20.3            2,006.8   
    U.S. Treasury securities and                                                                                  
      U.S. government and                                                                                         
      agency securities................        1,539.4               39.2               19.3            1,559.3   
    States and political subdivisions..           77.0                4.5                -                 81.5   
    Foreign governments................          302.6               18.0                2.2              318.4   
    Redeemable preferred stock.........          139.1                3.3                7.1              135.3   
                                        -----------------  -----------------   ----------------  -----------------
Total Available for Sale...............  $    17,719.2      $       527.7       $      169.9      $    18,077.0   
                                        =================  =================   ================  =================
Equity Securities:                                                                                                
  Common stock.........................  $       362.0      $        49.3       $       17.7      $       393.6   
                                        =================  =================   ================  =================

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        For publicly traded fixed  maturities and equity  securities,  estimated
        fair  value  is  determined  using  quoted  market  prices.   For  fixed
        maturities without a readily ascertainable market value, the Company has
        determined  an  estimated  fair  value  using  a  discounted  cash  flow
        approach,  including  provisions for credit risk, generally based on the
        assumption  such  securities  will be held to maturity.  Estimated  fair
        values for equity  securities,  substantially all of which do not have a
        readily ascertainable market value, have been determined by the Company.
        Such estimated fair values do not  necessarily  represent the values for
        which  these  securities  could  have  been  sold  at the  dates  of the
        consolidated  balance sheets. At December 31, 1997 and 1996,  securities
        without a readily ascertainable market value having an amortized cost of
        $3,759.2 million and $3,915.7 million,  respectively, had estimated fair
values of $3,903.9 million and $4,024.6 million, respectively.  

      The contractual maturity of bonds at December 31, 1997 is shown below:

                                                        [Enlarge/Download Table]


                                                                                Available for Sale          
                                                                        ------------------------------------
                                                                           Amortized          Estimated     
                                                                             Cost             Fair Value    
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Due in one year or less................................................  $      149.9       $      151.3    
Due in years two through five..........................................       2,962.8            3,025.2    
Due in years six through ten...........................................       6,863.9            7,093.0    
Due after ten years....................................................       6,952.3            7,502.7    
Mortgage-backed securities.............................................       1,702.8            1,725.0    
                                                                        ----------------   -----------------
Total..................................................................  $   18,631.7       $   19,497.2    
                                                                        ================   =================

        Bonds not due at a single  maturity date have been included in the above
        table in the year of final maturity.  Actual maturities will differ from
        contractual  maturities  because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.

        The  Insurance  Group's fixed  maturity  investment  portfolio  includes
        corporate high yield  securities  consisting of public high yield bonds,
        redeemable  preferred  stocks and directly  negotiated debt in leveraged
        buyout  transactions.  The Insurance  Group seeks to minimize the higher
        than normal credit risks  associated  with such securities by monitoring
        the total  investments  in any single  issuer or total  investment  in a
        particular  industry  group.  Certain  of  these  corporate  high  yield
        securities are classified as other than investment  grade by the various
        rating  agencies,  i.e., a rating below Baa or National  Association  of
        Insurance Commissioners ("NAIC") designation of 3 (medium grade), 4 or 5
        (below  investment  grade) or 6 (in or near  default).  At December  31,
        1997,  approximately 17.85% of the $18,610.6 million aggregate amortized
        cost of bonds held by the  Insurance  Group were  considered to be other
than investment grade.                                          

        In addition to its  holdings of  corporate  high yield  securities,  the
        Insurance Group is an equity investor in limited  partnership  interests
        which  primarily  invest  in  securities  considered  to be  other  than
investment grade.                                               

        Fixed maturity  investments with  restructured or modified terms are not
material.                                                       

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    Investment valuation allowances and changes thereto are shown below:

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Balances, beginning of year........................  $       137.1      $      325.3      $      284.9    
SFAS No. 121 release...............................            -              (152.4)              -      
Additions charged to income........................          334.6             125.0             136.0    
Deductions for writedowns and                                                                             
  asset dispositions...............................          (87.2)           (160.8)            (95.6)   
                                                    -----------------  ----------------  -----------------
Balances, End of Year..............................  $       384.5      $      137.1      $      325.3    
                                                    =================  ================  =================

Balances, end of year comprise:                                                                           
  Mortgage loans on real estate....................  $        55.8      $       50.4      $       65.5    
  Equity real estate...............................          328.7              86.7             259.8    
                                                    -----------------  ----------------  -----------------
Total..............................................  $       384.5      $      137.1      $      325.3    
                                                    =================  ================  =================

        At December 31, 1997, the carrying  values of  investments  held for the
        production  of income  which were  non-income  producing  for the twelve
        months preceding the consolidated  balance sheet date were $12.6 million
     of fixed maturities and $.9 million of mortgage loans on real estate.

        At  December  31,  1997 and 1996,  mortgage  loans on real  estate  with
        scheduled payments 60 days (90 days for agricultural  mortgages) or more
        past due or in  foreclosure  (collectively,  "problem  mortgage loans on
        real  estate") had an  amortized  cost of $23.4  million  (0.9% of total
        mortgage loans on real estate) and $12.4 million (0.4% of total mortgage
loans on real estate), respectively.                            

        The payment terms of mortgage loans on real estate may from time to time
        be  restructured or modified.  The investment in  restructured  mortgage
        loans on real  estate,  based on  amortized  cost,  amounted  to  $183.4
        million and $388.3 million at December 31, 1997 and 1996,  respectively.
        Gross interest income on restructured mortgage loans on real estate that
        would have been recorded in accordance  with the original  terms of such
        loans  amounted to $17.2  million,  $35.5  million and $52.1  million in
        1997, 1996 and 1995, respectively.  Gross interest income on these loans
        included  in net  investment  income  aggregated  $12.7  million,  $28.2
million and $37.4 million in 1997, 1996 and 1995, respectively. 

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
related provision for losses were as follows:                   

                                                        [Enlarge/Download Table]


                                                                                 December 31,               
                                                                    ----------------------------------------
                                                                           1997                 1996        
                                                                    -------------------  -------------------
                                                                                 (In Millions)              
                                                                                                            
Impaired mortgage loans with provision for losses..................  $        196.7       $        340.0    
Impaired mortgage loans without provision for losses...............             3.6                122.3    
                                                                    -------------------  -------------------
Recorded investment in impaired mortgage loans.....................           200.3                462.3    
Provision for losses...............................................           (51.8)               (46.4)   
                                                                    -------------------  -------------------
Net Impaired Mortgage Loans........................................  $        148.5       $        415.9    
                                                                    ===================  ===================

        Impaired mortgage loans without provision for losses are loans where the
        fair value of the  collateral  or the net present  value of the expected
        future cash flows  related to the loan  equals or exceeds  the  recorded
        investment.  Interest income earned on loans where the collateral  value
        is used to measure  impairment  is recorded  on a cash  basis.  Interest
        income  on loans  where the  present  value  method  is used to  measure
        impairment  is accrued on the net  carrying  value amount of the loan at
        the  interest  rate used to  discount  the cash  flows.  Changes  in the
        present  value  attributable  to  changes  in the  amount  or  timing of
expected cash flows are reported as investment gains or losses. 

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        During 1997, 1996 and 1995, respectively, the Company's average recorded
        investment in impaired mortgage loans was $246.9 million, $552.1 million
        and  $429.0  million.  Interest  income  recognized  on  these  impaired
        mortgage  loans totaled $15.2  million,  $38.8 million and $27.9 million
        ($2.3  million,  $17.9  million and $13.4  million  recognized on a cash
basis) for 1997, 1996 and 1995, respectively.                   

        The Insurance Group's investment in equity real estate is through direct
        ownership  and through  investments  in real estate joint  ventures.  At
        December  31, 1997 and 1996,  the  carrying  value of equity real estate
        held  for  sale  amounted  to  $1,023.5   million  and  $345.6  million,
        respectively.  For 1997,  1996 and 1995,  respectively,  real  estate of
        $152.0  million,  $58.7  million  and  $35.3  million  was  acquired  in
        satisfaction  of debt. At December 31, 1997 and 1996,  the Company owned
        $693.3 million and $771.7 million, respectively, of real estate acquired
in satisfaction of debt.                                        

        Depreciation of real estate is computed using the  straight-line  method
        over the estimated useful lives of the properties, which generally range
        from 40 to 50 years.  Accumulated depreciation on real estate was $541.1
        million and $587.5 million at December 31, 1997 and 1996,  respectively.
        Depreciation expense on real estate totaled $74.9 million, $91.8 million
and $121.7 million for 1997, 1996 and 1995, respectively.       

4)     JOINT VENTURES AND PARTNERSHIPS                                        

        Summarized combined financial information for real estate joint ventures
        (29 and 34  individual  ventures  as of  December  31,  1997  and  1996,
        respectively) and for limited partnership  interests accounted for under
        the equity  method,  in which the  Company  has an  investment  of $10.0
        million  or  greater  and an equity  interest  of 10% or  greater  is as
follows:                                                        

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            

                                                                                                            
BALANCE SHEETS                                                                                              
Investments in real estate, at depreciated cost........................  $    1,700.9       $    1,883.7    
Investments in securities, generally at estimated fair value...........       1,374.8            2,430.6    
Cash and cash equivalents..............................................         105.4               98.0    
Other assets...........................................................         584.9              427.0    
                                                                        ----------------   -----------------
Total Assets...........................................................  $    3,766.0       $    4,839.3    
                                                                        ================   =================

Borrowed funds - third party...........................................  $      493.4       $    1,574.3    
Borrowed funds - the Company...........................................          31.2              137.9    
Other liabilities......................................................         284.0              415.8    
                                                                        ----------------   -----------------
Total liabilities......................................................         808.6            2,128.0    
                                                                        ----------------   -----------------

Partners' capital......................................................       2,957.4            2,711.3    
                                                                        ----------------   -----------------

Total Liabilities and Partners' Capital................................  $    3,766.0       $    4,839.3    
                                                                        ================   =================

Equity in partners' capital included above.............................  $      568.5       $      806.8    
Equity in limited partnership interests not included above.............         331.8              201.8    
Other..................................................................           4.3                9.8    
                                                                        ----------------   -----------------
Carrying Value.........................................................  $      904.6       $    1,018.4    
                                                                        ================   =================

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                                                        [Enlarge/Download Table]

                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
STATEMENTS OF EARNINGS                                                                                    
Revenues of real estate joint ventures.............  $       310.5      $      348.9      $      463.5    
Revenues of other limited partnership interests....          506.3             386.1             242.3    
Interest expense - third party.....................          (91.8)           (111.0)           (135.3)   
Interest expense - the Company.....................           (7.2)            (30.0)            (41.0)   
Other expenses.....................................         (263.6)           (282.5)           (397.7)   
                                                    -----------------  ----------------  -----------------
Net Earnings.......................................  $       454.2      $      311.5      $      131.8    
                                                    =================  ================  =================

Equity in net earnings included above..............  $        76.7      $       73.9      $       49.1    
Equity in net earnings of limited partnerships                                                            
  interests not included above.....................           69.5              35.8              44.8    
Other..............................................            (.9)               .9               1.0    
                                                                                         -----------------
                                                    -----------------  ----------------  -----------------
Total Equity in Net Earnings.......................  $       145.3      $      110.6      $       94.9    
                                                    =================  ================  =================

5)     NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)                    

The sources of net investment income are summarized as follows: 

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Fixed maturities...................................  $     1,459.4      $    1,307.4      $    1,151.1    
Mortgage loans on real estate......................          260.8             303.0             329.0    
Equity real estate.................................          390.4             442.4             560.4    
Other equity investments...........................          156.9             122.0              76.9    
Policy loans.......................................          177.0             160.3             144.4    
Other investment income............................          181.7             217.4             273.0    
                                                    -----------------  ----------------  -----------------

  Gross investment income..........................        2,626.2           2,552.5           2,534.8    
                                                    -----------------  ----------------  -----------------

  Investment expenses..............................          343.4             348.9             446.6    
                                                    -----------------  ----------------  -----------------

Net Investment Income..............................  $     2,282.8      $    2,203.6      $    2,088.2    
                                                    =================  ================  =================

        Investment  gains  (losses),  net,  including  changes in the  valuation
allowances, are summarized as follows:                          

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Fixed maturities...................................  $        88.1      $       60.5      $      119.9    
Mortgage loans on real estate......................          (11.2)            (27.3)            (40.2)   
Equity real estate.................................         (391.3)            (79.7)            (86.6)   
Other equity investments...........................           14.1              18.9              12.8    
Sale of subsidiaries...............................          252.1               -                 -      
Issuance and sales of Alliance Units...............            -                20.6               -      
Other..............................................            3.0              (2.8)              (.6)   
                                                    -----------------  ----------------  -----------------
Investment (Losses) Gains, Net.....................  $       (45.2)     $       (9.8)     $        5.3    
                                                    =================  ================  =================

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        Writedowns of fixed maturities amounted to $11.7 million,  $29.9 million
        and $46.7 million for 1997, 1996 and 1995, respectively,  and writedowns
        of  equity  real  estate  subsequent  to the  adoption  of SFAS No.  121
        amounted  to  $136.4  million  and  $23.7  million  for 1997  and  1996,
        respectively.  In the fourth quarter of 1997,  the Company  reclassified
        $1,095.4 million depreciated cost of equity real estate from real estate
        held  for the  production  of  income  to real  estate  held  for  sale.
        Additions to valuation  allowances of $227.6  million were recorded upon
        these transfers.  Additionally in the fourth quarter,  $132.3 million of
      writedowns on real estate held for production of income were recorded.

        For 1997,  1996 and 1995,  respectively,  proceeds  received on sales of
        fixed  maturities  classified as available for sale amounted to $9,789.7
        million,  $8,353.5 million and $8,206.0  million.  Gross gains of $166.0
        million,  $154.2  million and $211.4  million and gross losses of $108.8
        million, $92.7 million and $64.2 million, respectively, were realized on
        these sales. The change in unrealized  investment gains (losses) related
        to fixed maturities  classified as available for sale for 1997, 1996 and
        1995 amounted to $513.4 million,  $(258.0) million and $1,077.2 million,
respectively.                                                   

        For 1997,  1996 and 1995,  investment  results passed through to certain
        participating   group   annuity   contracts  as  interest   credited  to
        policyholders'  account  balances  amounted  to $137.5  million,  $136.7
million and $131.2 million, respectively.                       

        On June 10, 1997,  Equitable Life sold EREIM (other than its interest in
        Column Financial, Inc.) ("ERE") to Lend Lease Corporation Limited ("Lend
        Lease"),  a  publicly  traded,   international  property  and  financial
        services  company based in Sydney,  Australia.  The total purchase price
        was $400.0  million and consisted of $300.0 million in cash and a $100.0
        million note maturing in eight years and bearing interest at the rate of
        7.4%,  subject to certain  adjustments.  Equitable  Life  recognized  an
        investment  gain of $162.4  million,  net of Federal income tax of $87.4
        million as a result of this  transaction.  Equitable  Life  entered into
        long-term  advisory  agreements  whereby  ERE will  continue  to provide
        substantially  the same services to Equitable Life's General Account and
        Separate Accounts, for substantially the same fees, as provided prior to
the sale.                                                       

        Through  June 10, 1997 and the years ended  December  31, 1996 and 1995,
        respectively,  the businesses sold reported  combined  revenues of $91.6
        million,  $226.1 million and $245.6 million and combined net earnings of
        $10.7 million,  $30.7 million and $27.9 million.  Total combined  assets
        and liabilities as reported at December 31, 1996 were $171.8 million and
$130.1 million, respectively.                                   

        In  1996,  Alliance  acquired  the  business  of  Cursitor-Eaton   Asset
        Management   Company  and  Cursitor   Holdings  Limited   (collectively,
        "Cursitor")  for  approximately   $159.0  million.  The  purchase  price
        consisted of $94.3 million in cash,  1.8 million of Alliance's  publicly
        traded units  ("Alliance  Units"),  6% notes  aggregating  $21.5 million
        payable   ratably   over  four   years,   and   substantial   additional
        consideration  to be  determined  at a later  date.  The  excess  of the
        purchase price, including acquisition costs and minority interest,  over
        the  fair  value of  Cursitor's  net  assets  acquired  resulted  in the
        recognition  of  intangible  assets  consisting  of  costs  assigned  to
        contracts  acquired and  goodwill of  approximately  $122.8  million and
        $38.3 million,  respectively.  The Company recognized an investment gain
        of $20.6  million as a result of the issuance of Alliance  Units in this
        transaction.  On June 30, 1997,  Alliance  reduced the recorded value of
        goodwill  and  contracts  associated  with  Alliance's   acquisition  of
        Cursitor by $120.9 million.  This charge reflected  Alliance's view that
        Cursitor's continuing decline in assets under management and its reduced
        profitability,  resulting from relative investment underperformance,  no
        longer supported the carrying value of its investment.  As a result, the
        Company's  earnings from continuing  operations before cumulative effect
        of accounting change for 1997 included a charge of $59.5 million, net of
        a Federal  income tax benefit of $10.0 million and minority  interest of
        $51.4  million.  The  remaining  balance of  intangible  assets is being
        amortized  over its estimated  useful life of 20 years.  At December 31,
        1997, the Company's ownership of Alliance Units was approximately 56.9%.

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        Net unrealized  investment gains (losses),  included in the consolidated
        balance  sheets  as a  component  of  equity  and  the  changes  for the
corresponding years, are summarized as follows:                 

                                                        [Enlarge/Download Table]

                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Balance, beginning of year.........................  $       189.9      $      396.5      $     (220.5)   
Changes in unrealized investment gains (losses)....          543.3            (297.6)          1,198.9    
Changes in unrealized investment losses                                                                   
  (gains) attributable to:                                                                                
    Participating group annuity contracts..........           53.2               -               (78.1)   
    DAC............................................          (89.0)             42.3            (216.8)   
    Deferred Federal income taxes..................         (163.8)             48.7            (287.0)   
                                                    -----------------  ----------------  -----------------
Balance, End of Year...............................  $       533.6      $      189.9      $      396.5    
                                                    =================  ================  =================

Balance, end of year comprises:                                                                           
  Unrealized investment gains on:                                                                         
    Fixed maturities...............................  $       871.2      $      357.8      $      615.9    
    Other equity investments.......................           33.7              31.6              31.1    
    Other, principally Closed Block................           80.9              53.1              93.1    
                                                    -----------------  ----------------  -----------------
      Total........................................          985.8             442.5             740.1    
  Amounts of unrealized investment gains                                                                  
    attributable to:                                                                                      
      Participating group annuity contracts........          (19.0)            (72.2)            (72.2)   
      DAC..........................................         (141.0)            (52.0)            (94.3)   
      Deferred Federal income taxes................         (292.2)           (128.4)           (177.1)   
                                                    -----------------  ----------------  -----------------
Total..............................................  $       533.6      $      189.9      $      396.5    
                                                    =================  ================  =================

6)      CLOSED BLOCK                                                            

Summarized financial information for the Closed Block follows:  

                                                        [Enlarge/Download Table]


                                                                                  December 31,              
                                                                      --------------------------------------
                                                                            1997                 1996       
                                                                      -----------------    -----------------
                                                                                  (In Millions)             
                                                                                                            
Assets                                                                                                      
Fixed Maturities:                                                                                           
  Available for sale, at estimated fair value (amortized cost,                                              
    $4,059.4 and $3,820.7)...........................................  $    4,231.0         $    3,889.5    
Mortgage loans on real estate........................................       1,341.6              1,380.7    
Policy loans.........................................................       1,700.2              1,765.9    
Cash and other invested assets.......................................         282.7                336.1    
DAC..................................................................         775.2                876.5    
Other assets.........................................................         235.9                246.3    
                                                                      -----------------    -----------------
Total Assets.........................................................  $    8,566.6         $    8,495.0    
                                                                      =================    =================

Liabilities                                                                                                 
Future policy benefits and policyholders' account balances...........  $    8,993.2         $    8,999.7    
Other liabilities....................................................          80.5                 91.6    
                                                                      -----------------    -----------------
Total Liabilities....................................................  $    9,073.7         $    9,091.3    
                                                                      =================    =================

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                                                        [Enlarge/Download Table]

                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Revenues                                                                                                  
Premiums and other revenue.........................  $       687.1      $      724.8      $      753.4    
Investment income (net of investment                                                                      
  expenses of $27.0, $27.3 and $26.7)..............          574.9             546.6             538.9    
Investment losses, net.............................          (42.4)             (5.5)            (20.2)   
                                                    -----------------  ----------------  -----------------
      Total revenues...............................        1,219.6           1,265.9           1,272.1    
                                                    -----------------  ----------------  -----------------

Benefits and Other Deductions                                                                             
Policyholders' benefits and dividends..............        1,066.7           1,106.3           1,077.6    
Other operating costs and expenses.................           50.4              34.6              51.3    
                                                    -----------------  ----------------  -----------------
      Total benefits and other deductions..........        1,117.1           1,140.9           1,128.9    
                                                    -----------------  ----------------  -----------------

Contribution from the Closed Block.................  $       102.5      $      125.0      $      143.2    
                                                    =================  ================  =================

        At December 31, 1997 and 1996, problem mortgage loans on real estate had
        an amortized  cost of $8.1 million and $4.3 million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had an amortized cost of $70.5 million and $114.2 million,
        respectively.  At December 31, 1996, the restructured  mortgage loans on
        real estate  amount  included $.7 million of problem  mortgage  loans on
real estate.                                                    

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
related provision for losses were as follows:                   

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Impaired mortgage loans with provision for losses......................  $       109.1      $       128.1   
Impaired mortgage loans without provision for losses...................             .6                 .6   
                                                                        ----------------   -----------------
Recorded investment in impaired mortgages..............................          109.7              128.7   
Provision for losses...................................................          (17.4)             (12.9)  
                                                                        ----------------   -----------------
Net Impaired Mortgage Loans............................................  $        92.3      $       115.8   
                                                                        ================   =================

        During  1997,  1996  and  1995,  the  Closed  Block's  average  recorded
        investment in impaired mortgage loans was $110.2 million, $153.8 million
        and $146.9 million,  respectively.  Interest income  recognized on these
        impaired  mortgage  loans totaled $9.4  million,  $10.9 million and $5.9
        million  ($4.1  million,  $4.7 million and $1.3 million  recognized on a
cash basis) for 1997, 1996 and 1995, respectively.              

        Valuation  allowances  amounted to $18.5  million  and $13.8  million on
        mortgage  loans on real  estate and $16.8  million  and $3.7  million on
        equity real estate at December  31, 1997 and 1996,  respectively.  As of
        January  1,  1996,  the  adoption  of  SFAS  No.  121  resulted  in  the
        recognition of impairment losses of $5.6 million on real estate held for
        production of income.  Writedowns of fixed  maturities  amounted to $3.5
        million,  $12.8  million  and $16.8  million  for  1997,  1996 and 1995,
        respectively  and  writedowns  of equity real estate  subsequent  to the
adoption of SFAS No. 121 amounted to $28.8 million for 1997.    

        In the fourth quarter of 1997, $72.9 million  depreciated cost of equity
        real estate held for  production  of income was  reclassified  to equity
        real estate held for sale.  Additions to valuation  allowances  of $15.4
        million were recorded upon these transfers.  Additionally, in the fourth
        quarter,  $28.8 million of writedowns on real estate held for production
of income were recorded.                                        

        Many  expenses  related  to  Closed  Block  operations  are  charged  to
        operations  outside of the Closed Block;  accordingly,  the contribution
        from the Closed Block does not represent the actual profitability of the
        Closed Block  operations.  Operating  costs and expenses  outside of the
        Closed Block are, therefore, disproportionate to the business outside of
the Closed Block.                                               

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7)     DISCONTINUED OPERATIONS                                                

     Summarized financial information for discontinued operations follows:

                                                        [Enlarge/Download Table]


                                                                                  December 31,              
                                                                      --------------------------------------
                                                                            1997                 1996       
                                                                      -----------------    -----------------
                                                                                  (In Millions)             

                                                                                                            
Assets                                                                                                      
Mortgage loans on real estate........................................  $      655.5         $    1,111.1    
Equity real estate...................................................         655.6                925.6    
Other equity investments.............................................         209.3                300.5    
Short-term investments...............................................         102.0                 63.2    
Other invested assets................................................          41.9                 50.9    
                                                                      -----------------    -----------------
  Total investments..................................................       1,664.3              2,451.3    
Cash and cash equivalents............................................         106.8                 42.6    
Other assets.........................................................         253.9                242.9    
                                                                      -----------------    -----------------
Total Assets.........................................................  $    2,025.0         $    2,736.8    
                                                                      =================    =================

Liabilities                                                                                                 
Policyholders' liabilities...........................................  $    1,048.3         $    1,335.9    
Allowance for future losses..........................................         259.2                262.0    
Amounts due to continuing operations.................................         572.8                996.2    
Other liabilities....................................................         144.7                142.7    
                                                                      -----------------    -----------------
Total Liabilities....................................................  $    2,025.0         $    2,736.8    
                                                                      =================    =================

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Revenues                                                                                                  
Investment income (net of investment                                                                      
  expenses of $97.3, $127.5 and $153.1)............  $       188.6      $      245.4      $      323.6    
Investment losses, net.............................         (173.7)            (18.9)            (22.9)   
Policy fees, premiums and other income.............             .2                .2                .7    
                                                    -----------------  ----------------  -----------------
Total revenues.....................................           15.1             226.7             301.4    

Benefits and other deductions......................          169.5             250.4             326.5    
Losses charged to allowance for future losses......         (154.4)            (23.7)            (25.1)   
                                                    -----------------  ----------------  -----------------
Pre-tax loss from operations.......................            -                 -                 -      
Pre-tax loss from strengthening of the                                                                    
  allowance for future losses......................         (134.1)           (129.0)              -      
Federal income tax benefit.........................           46.9              45.2               -      
                                                    -----------------  ----------------  -----------------
Loss from Discontinued Operations..................  $       (87.2)     $      (83.8)     $        -      
                                                    =================  ================  =================

        The Company's  quarterly process for evaluating the allowance for future
        losses  applies  the  current   period's  results  of  the  discontinued
        operations  against  the  allowance,  re-estimates  future  losses,  and
        adjusts the  allowance,  if  appropriate.  Additionally,  as part of the
        Company's  annual  planning  process  which  takes  place in the  fourth
        quarter of each year,  investment and benefit cash flow  projections are
        prepared.  These updated  assumptions and estimates resulted in the need
to strengthen the allowance in 1997 and 1996, respectively.     

        In the fourth quarter of 1997, $329.9 million depreciated cost of equity
        real estate was reclassified from equity real estate held for production
        of  income  to  real  estate  held  for  sale.  Additions  to  valuation
        allowances  of $79.8  million  were  recognized  upon  these  transfers.
        Additionally,  in the fourth quarter, $92.5 million of writedown on real
estate held for production of income were recognized.           

        Benefits and other deductions includes $53.3 million, $114.3 million and
        $154.6  million of interest  expense  related to amounts  borrowed  from
continuing operations in 1997, 1996 and 1995, respectively.     

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        Valuation  allowances  amounted  to $28.4  million  and $9.0  million on
        mortgage  loans on real estate and $88.4  million  and $20.4  million on
        equity real estate at December  31, 1997 and 1996,  respectively.  As of
        January 1, 1996,  the  adoption of SFAS No. 121 resulted in a release of
        existing valuation allowances of $71.9 million on equity real estate and
        recognition  of  impairment  losses of $69.8 million on real estate held
        for production of income. Writedowns of equity real estate subsequent to
        the adoption of SFAS No. 121 amounted to $95.7 million and $12.3 million
for 1997 and 1996, respectively.                                

        At December 31, 1997 and 1996, problem mortgage loans on real estate had
        amortized  costs of $11.0  million and $7.9 million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had amortized  costs of $109.4 million and $208.1 million,
respectively.                                                   

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
related provision for losses were as follows:                   

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            

                                                                                                            
Impaired mortgage loans with provision for losses......................  $       101.8      $        83.5   
Impaired mortgage loans without provision for losses...................             .2               15.0   
                                                                        ----------------   -----------------
Recorded investment in impaired mortgages..............................          102.0               98.5   
Provision for losses...................................................          (27.3)              (8.8)  
                                                                        ----------------   -----------------
Net Impaired Mortgage Loans............................................  $        74.7      $        89.7   
                                                                        ================   =================

        During  1997,  1996  and  1995,  the  discontinued  operations'  average
        recorded investment in impaired mortgage loans was $89.2 million, $134.8
        million and $177.4 million, respectively.  Interest income recognized on
        these impaired  mortgage  loans totaled $6.6 million,  $10.1 million and
        $4.5 million ($5.3 million, $7.5 million and $.4 million recognized on a
cash basis) for 1997, 1996 and 1995, respectively.              

        At December  31, 1997 and 1996,  discontinued  operations  had  carrying
        values of $156.2  million  and  $263.0  million,  respectively,  of real
estate acquired in satisfaction of debt.                        

8)      SHORT-TERM AND LONG-TERM DEBT                                           

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

                                                        [Enlarge/Download Table]


                                                                                  December 31,              
                                                                      --------------------------------------
                                                                            1997                 1996       
                                                                      -----------------    -----------------
                                                                                  (In Millions)             
                                                                                                            
Short-term debt......................................................  $      422.2         $      174.1    
                                                                      -----------------    -----------------
Long-term debt:                                                                                             
Equitable Life:                                                                                             
  6.95% surplus notes scheduled to mature 2005.......................         399.4                399.4    
  7.70% surplus notes scheduled to mature 2015.......................         199.7                199.6    
  Other..............................................................            .3                   .5    
                                                                      -----------------    -----------------
      Total Equitable Life...........................................         599.4                599.5    
                                                                      -----------------    -----------------
Wholly Owned and Joint Venture Real Estate:                                                                 
  Mortgage notes, 5.87% - 12.00% due through 2006....................         951.1                968.6    
                                                                      -----------------    -----------------
Alliance:                                                                                                   
  Other..............................................................          18.5                 24.7    
                                                                      -----------------    -----------------
Total long-term debt.................................................       1,569.0              1,592.8    
                                                                      -----------------    -----------------

Total Short-term and Long-term Debt..................................  $    1,991.2         $    1,766.9    
                                                                      =================    =================

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Short-term Debt                                                 

        Equitable  Life has a $350.0 million bank credit  facility  available to
        fund  short-term  working capital needs and to facilitate the securities
        settlement  process.  The  credit  facility  consists  of two  types  of
        borrowing  options with varying interest rates and expires in June 2000.
        The interest rates are based on external  indices  dependent on the type
        of borrowing  and at December 31, 1997 range from 5.88% to 8.50%.  There
        were no  borrowings  outstanding  under  this bank  credit  facility  at
December 31, 1997.                                              

        Equitable  Life has a  commercial  paper  program with an issue limit of
        $500.0 million. This program is available for general corporate purposes
        used to support  Equitable  Life's  liquidity  needs and is supported by
        Equitable  Life's  existing  $350.0  million  bank credit  facility.  At
    December 31, 1997, $50.0 million was outstanding under this program.

        During 1996,  Alliance entered into a $250.0 million five-year revolving
        credit facility with a group of banks. Under the facility,  the interest
        rate, at the option of Alliance, is a floating rate generally based upon
        a defined  prime rate,  a rate related to the London  Interbank  Offered
        Rate  ("LIBOR") or the Federal  funds rate. A facility fee is payable on
        the  total  facility.  The  revolving  credit  facility  will be used to
        provide back-up liquidity for Alliance's $250.0 million commercial paper
        program, to fund commission payments to financial intermediaries for the
        sale of Class B and C shares under Alliance's  mutual fund  distribution
        system, and for general working capital purposes.  At December 31, 1997,
        Alliance had $72.0 million in  commercial  paper  outstanding  and there
were no borrowings under the revolving credit facility.         

Long-term Debt                                                  

        Several of the long-term  debt  agreements  have  restrictive  covenants
        related  to the total  amount of debt,  net  tangible  assets  and other
matters. The Company is in compliance with all debt covenants.  

        On December 18, 1995,  Equitable Life issued, in accordance with Section
        1307 of the New York  Insurance  Law,  $400.0  million of surplus  notes
        having an interest rate of 6.95%  scheduled to mature in 2005 and $200.0
        million of surplus notes having an interest  rate of 7.70%  scheduled to
        mature  in 2015  (together,  the  "Surplus  Notes").  Proceeds  from the
        issuance  of the  Surplus  Notes  were  $596.6  million,  net of related
        issuance  costs.  Payments of interest on, or principal  of, the Surplus
Notes are subject to prior approval by the Superintendent.      

        The Company has pledged real estate, mortgage loans, cash and securities
        amounting to $1,164.0  million and $1,406.4 million at December 31, 1997
 and 1996, respectively, as collateral for certain long-term debt.

        At December 31, 1997,  aggregate  maturities of the long-term debt based
        on required  principal  payments at maturity for 1998 and the succeeding
        four  years are $565.8  million,  $201.4  million,  $8.6  million,  $1.7
      million and $1.8 million, respectively, and $790.6 million thereafter.

9)     FEDERAL INCOME TAXES                                                   

        A  summary  of the  Federal  income  tax  expense  in  the  consolidated
statements of earnings is shown below:                          

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Federal income tax expense (benefit):                                                                     
  Current..........................................  $       186.5      $       97.9      $      (11.7)   
  Deferred.........................................          (95.0)            (88.2)            132.2    
                                                    -----------------  ----------------  -----------------
Total..............................................  $        91.5      $        9.7      $      120.5    
                                                    =================  ================  =================

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        The Federal income taxes  attributable  to  consolidated  operations are
        different from the amounts determined by multiplying the earnings before
        Federal  income  taxes and  minority  interest by the  expected  Federal
        income  tax  rate of 35%.  The  sources  of the  difference  and the tax
effects of each are as follows:                                 

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Expected Federal income tax expense................  $       234.7      $       73.0      $      173.7    
Non-taxable minority interest......................          (38.0)            (28.6)            (22.0)   
Adjustment of tax audit reserves...................          (81.7)              6.9               4.1    
Equity in unconsolidated subsidiaries..............          (45.1)            (32.3)            (19.4)   
Other..............................................           21.6              (9.3)            (15.9)   
                                                    -----------------  ----------------  -----------------
Federal Income Tax Expense.........................  $        91.5      $        9.7      $      120.5    
                                                    =================  ================  =================

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

                                                        [Enlarge/Download Table]

                                               December 31, 1997                  December 31, 1996         
                                        ---------------------------------  ---------------------------------
                                            Assets         Liabilities         Assets         Liabilities   
                                        ---------------  ----------------  ---------------   ---------------
                                                                   (In Millions)                            

                                                                                                            
Compensation and related benefits......  $     257.9      $        -        $      259.2      $       -     
Other..................................         30.7               -                 -                1.8   
DAC, reserves and reinsurance..........          -               222.8               -              166.0   
Investments............................          -               405.7               -              328.6   
                                        ---------------  ----------------  ---------------   ---------------
Total..................................  $     288.6      $      628.5      $      259.2      $     496.4   
                                        ===============  ================  ===============   ===============

        The deferred Federal income taxes impacting  operations  reflect the net
        tax effects of temporary  differences  between the  carrying  amounts of
        assets and liabilities for financial  reporting purposes and the amounts
        used for income tax purposes. The sources of these temporary differences
and the tax effects of each are as follows:                     

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
DAC, reserves and reinsurance......................  $        46.2      $     (156.2)     $       63.3    
Investments........................................         (113.8)             78.6              13.0    
Compensation and related benefits..................            3.7              22.3              30.8    
Other..............................................          (31.1)            (32.9)             25.1    
                                                    -----------------  ----------------  -----------------
Deferred Federal Income Tax                                                                               
  (Benefit) Expense................................  $       (95.0)     $      (88.2)     $      132.2    
                                                    =================  ================  =================

        The Internal  Revenue Service (the "IRS") is in the process of examining
        the Company's consolidated Federal income tax returns for the years 1989
        through  1991.  Management  believes  these audits will have no material
adverse effect on the Company's results of operations.          

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10)     REINSURANCE AGREEMENTS                                                  

        The Insurance Group assumes and cedes  reinsurance  with other insurance
        companies.  The Insurance Group evaluates the financial condition of its
        reinsurers to minimize its exposure to significant losses from reinsurer
        insolvencies. Ceded reinsurance does not relieve the originating insurer
        of  liability.  The  effect of  reinsurance  (excluding  group  life and
health) is summarized as follows:                               

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Direct premiums....................................  $       448.6      $      461.4      $      474.2    
Reinsurance assumed................................          198.3             177.5             171.3    
Reinsurance ceded..................................          (45.4)            (41.3)            (38.7)   
                                                    -----------------  ----------------  -----------------
Premiums...........................................  $       601.5      $      597.6      $      606.8    
                                                    =================  ================  =================

Universal Life and Investment-type Product                                                                
  Policy Fee Income Ceded..........................  $        61.0      $       48.2      $       44.0    
                                                    =================  ================  =================
Policyholders' Benefits Ceded......................  $        70.6      $       54.1      $       48.9    
                                                    =================  ================  =================
Interest Credited to Policyholders' Account                                                               
  Balances Ceded...................................  $        36.4      $       32.3      $       28.5    
                                                    =================  ================  =================

        Effective  January 1, 1994, all in force business above $5.0 million was
        reinsured.   During  1996,  the  Company's   retention  limit  on  joint
        survivorship  policies was  increased to $15.0  million.  The  Insurance
        Group also reinsures the entire risk on certain substandard underwriting
risks as well as in certain other cases.                        

        The Insurance  Group cedes 100% of its group life and health business to
        a third party  insurance  company.  Premiums ceded totaled $1.6 million,
        $2.4 million and $260.6 million for 1997,  1996 and 1995,  respectively.
        Ceded death and disability benefits totaled $4.3 million,  $21.2 million
        and $188.1  million  for 1997,  1996 and 1995,  respectively.  Insurance
        liabilities  ceded totaled $593.8 million and $652.4 million at December
31, 1997 and 1996, respectively.                                

11)     EMPLOYEE BENEFIT PLANS                                                  

        The Company sponsors  qualified and non-qualified  defined benefit plans
        covering   substantially  all  employees  (including  certain  qualified
        part-time employees), managers and certain agents. The pension plans are
        non-contributory.  Equitable Life's benefits are based on a cash balance
        formula or years of service  and final  average  earnings,  if  greater,
        under certain grandfathering rules in the plans. Alliance's benefits are
        based on years of  credited  service,  average  final  base  salary  and
        primary social  security  benefits.  The Company's  funding policy is to
        make the minimum contribution required by the Employee Retirement Income
Security Act of 1974 ("ERISA").                                 

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

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Service cost.......................................  $        32.5      $       33.8      $       30.0    
Interest cost on projected benefit obligations.....          128.2             120.8             122.0    
Actual return on assets............................         (307.6)           (181.4)           (309.2)   
Net amortization and deferrals.....................          166.6              43.4             155.6    
                                                    -----------------  ----------------  -----------------
Net Periodic Pension Cost (Credit).................  $        19.7      $       16.6      $       (1.6)   
                                                    =================  ================  =================

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

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Actuarial present value of obligations:                                                                     
  Vested...............................................................  $    1,702.6       $    1,672.2    
  Non-vested...........................................................           3.9               10.1    
                                                                        ----------------   -----------------
Accumulated Benefit Obligation.........................................  $    1,706.5       $    1,682.3    
                                                                        ================   =================

Plan assets at fair value..............................................  $    1,867.4       $    1,626.0    
Projected benefit obligations..........................................       1,801.3            1,765.5    
                                                                        ----------------   -----------------
Projected benefit obligations (in excess of) or less than plan assets..          66.1             (139.5)   
Unrecognized prior service cost........................................          (9.9)             (17.9)   
Unrecognized net loss from past experience different                                                        
  from that assumed....................................................          95.0              280.0    
Unrecognized net asset at transition...................................           3.1                4.7    
Additional minimum liability...........................................           -                (19.3)   
                                                                        ----------------   -----------------
Prepaid  Pension Cost..................................................  $      154.3       $      108.0    
                                                                        ================   =================

        The  discount  rate and rate of increase in future  compensation  levels
        used in  determining  the actuarial  present value of projected  benefit
        obligations were 7.25% and 4.07%, respectively, at December 31, 1997 and
        7.5% and 4.25%,  respectively,  at December 31,  1996.  As of January 1,
        1997 and 1996,  the expected  long-term rate of return on assets for the
retirement plan was 10.25%.                                     

        The  Company  recorded,  as a  reduction  of  shareholders'  equity,  an
        additional minimum pension liability of $17.3 million and $12.9 million,
        net  of  Federal   income   taxes,   at  December  31,  1997  and  1996,
        respectively,  primarily  representing  the  excess  of the  accumulated
        benefit  obligation  of the  qualified  pension  plan  over the  accrued
liability.                                                      

        The  pension  plan's  assets  include   corporate  and  government  debt
        securities,  equity  securities,  equity real estate and shares of group
trusts managed by Alliance.                                     

        Prior to 1987, the qualified plan funded participants'  benefits through
        the purchase of non-participating annuity contracts from Equitable Life.
        Benefit payments under these contracts were approximately $33.2 million,
      $34.7 million and $36.4 million for 1997, 1996 and 1995, respectively.

        The  Company  provides  certain  medical  and  life  insurance  benefits
        (collectively,  "postretirement  benefits")  for  qualifying  employees,
        managers and agents  retiring from the Company (i) on or after attaining
        age 55 who  have at  least  10  years  of  service  or (ii) on or  after
        attaining  age 65 or (iii) whose jobs have been  abolished  and who have
        attained age 50 with 20 years of service.  The life  insurance  benefits
        are related to age and salary at retirement. The costs of postretirement
        benefits are  recognized in accordance  with the  provisions of SFAS No.
        106. The Company  continues to fund  postretirement  benefits costs on a
        pay-as-you-go  basis and,  for 1997,  1996 and 1995,  the  Company  made
        estimated  postretirement  benefits  payments  of $18.7  million,  $18.9
million and $31.1 million, respectively.                        

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        The  following  table  sets  forth the  postretirement  benefits  plan's
        status,  reconciled to amounts recognized in the Company's  consolidated
financial statements:                                           

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Service cost.......................................  $         4.5      $        5.3      $        4.0    
Interest cost on accumulated postretirement                                                               
  benefits obligation..............................           34.7              34.6              34.7    
Net amortization and deferrals.....................            1.9               2.4              (2.3)   
                                                    -----------------  ----------------  -----------------
Net Periodic Postretirement Benefits Costs.........  $        41.1      $       42.3      $       36.4    
                                                    =================  ================  =================

                                                        [Enlarge/Download Table]

                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Accumulated postretirement benefits obligation:                                                             
  Retirees.............................................................  $      388.5       $      381.8    
  Fully eligible active plan participants..............................          45.7               50.7    
  Other active plan participants.......................................          56.6               60.7    
                                                                        ----------------   -----------------
                                                                                490.8              493.2    
Unrecognized prior service cost........................................          40.3               50.5    
Unrecognized net loss from past experience different                                                        
  from that assumed and from changes in assumptions....................        (140.6)            (150.5)   
                                                                        ----------------   -----------------
Accrued Postretirement Benefits Cost...................................  $      390.5       $      393.2    
                                                                        ================   =================

        Since January 1, 1994,  costs to the Company for providing these medical
        benefits  available  to  retirees  under  age 65 are the  same as  those
        offered to active  employees and costs to the Company of providing these
        medical  benefits  will  be  limited  to  200%  of  1993  costs  for all
participants.                                                   

        The  assumed   health  care  cost  trend  rate  used  in  measuring  the
        accumulated  postretirement  benefits  obligation  was  8.75%  in  1997,
        gradually  declining  to 2.75% in the  year  2009 and in 1996 was  9.5%,
        gradually  declining to 3.5% in the year 2009. The discount rate used in
        determining the accumulated postretirement benefits obligation was 7.25%
and 7.50% at December 31, 1997 and 1996, respectively.          

        If the health care cost trend rate assumptions were increased by 1%, the
        accumulated  postretirement  benefits obligation as of December 31, 1997
        would be  increased  7%.  The  effect  of this  change on the sum of the
service cost and interest cost would be an increase of 8%.      

12)     DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS                     

Derivatives                                                     

        The Insurance Group primarily uses derivatives for asset/liability  risk
        management and for hedging individual securities. Derivatives mainly are
        utilized to reduce the  Insurance  Group's  exposure  to  interest  rate
        fluctuations.  Accounting for interest rate swap  transactions  is on an
        accrual   basis.   Gains  and  losses  related  to  interest  rate  swap
        transactions are amortized as yield  adjustments over the remaining life
        of the underlying  hedged  security.  Income and expense  resulting from
        interest rate swap  activities are reflected in net  investment  income.
        The  notional  amount of  matched  interest  rate swaps  outstanding  at
        December  31,  1997 and 1996,  respectively,  was  $1,353.4  million and
        $649.9 million.  The average unexpired terms at December 31, 1997 ranged
        from 1.5 to 3.8 years.  At December  31, 1997,  the cost of  terminating
        outstanding  matched  swaps in a loss position was $10.9 million and the
        unrealized  gain on  outstanding  matched  swaps in a gain  position was
        $38.9  million.  The  Company  has no  intention  of  terminating  these
        contracts  prior to  maturity.  During  1996 and 1995,  net gains of $.2
        million and $1.4 million, respectively, were recorded in connection with
        interest rate swap activity.  Equitable Life has implemented an interest
        rate cap program designed to hedge crediting rates on interest-sensitive
    individual annuities contracts. The outstanding notional  amounts at

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        December 31, 1997 of contracts  purchased and sold were $7,250.0 million
        and $875.0 million, respectively. The net premium paid by Equitable Life
        on these contracts was $48.5 million and is being amortized ratably over
        the  contract  periods  ranging  from 1 to 5 years.  Income and  expense
        resulting  from this program are  reflected as an adjustment to interest
credited to policyholders' account balances.                    

        Substantially  all of DLJ's  activities  related to derivatives  are, by
        their nature trading  activities  which are primarily for the purpose of
        customer accommodations.  DLJ enters into certain contractual agreements
        referred to as derivatives or  off-balance-sheet  financial  instruments
        involving  futures,  forwards and options.  DLJ's derivative  activities
        consist of writing  over-the-counter  ("OTC") options to accommodate its
        customer  needs,  trading in forward  contracts in U.S.  government  and
        agency  issued or  guaranteed  securities  and in futures  contracts  on
        equity-based  indices,  interest rate  instruments  and  currencies  and
        issuing   structured   products  based  on  emerging  market   financial
        instruments  and  indices.  DLJ's  involvement  in  swap  contracts  and
commodity derivative instruments is not significant.            

Fair Value of Financial Instruments                             

        The Company  defines  fair value as the quoted  market  prices for those
        instruments  that are  actively  traded in financial  markets.  In cases
        where quoted market prices are not available,  fair values are estimated
        using  present  value  or other  valuation  techniques.  The fair  value
        estimates  are made at a  specific  point in  time,  based on  available
        market  information  and  judgments  about  the  financial   instrument,
        including  estimates  of the timing and amount of  expected  future cash
        flows and the credit standing of  counterparties.  Such estimates do not
        reflect any premium or discount that could result from offering for sale
        at one time the  Company's  entire  holdings of a  particular  financial
        instrument,  nor do they consider the tax impact of the  realization  of
        unrealized  gains or losses.  In many  cases,  the fair value  estimates
        cannot be  substantiated by comparison to independent  markets,  nor can
        the  disclosed  value  be  realized  in  immediate   settlement  of  the
instrument.                                                     

        Certain  financial  instruments  are  excluded,  particularly  insurance
        liabilities  other than financial  guarantees and investment  contracts.
        Fair market  value of  off-balance-sheet  financial  instruments  of the
Insurance Group was not material at December 31, 1997 and 1996. 

        Fair  values  for  mortgage  loans  on  real  estate  are  estimated  by
        discounting  future contractual cash flows using interest rates at which
        loans with similar  characteristics  and credit  quality  would be made.
        Fair values for foreclosed mortgage loans and problem mortgage loans are
        limited to the  estimated  fair value of the  underlying  collateral  if
lower.                                                          

        Fair values of policy loans are estimated by discounting  the face value
        of the  loans  from the time of the next  interest  rate  review  to the
        present,  at a rate equal to the excess of the current  estimated market
rates over the current interest rate charged on the loan.       

        The estimated fair values for the Company's  association plan contracts,
        supplementary contracts not involving life contingencies  ("SCNILC") and
        annuities  certain,   which  are  included  in  policyholders'   account
        balances,   and  guaranteed   interest  contracts  are  estimated  using
        projected cash flows  discounted at rates  reflecting  expected  current
offering rates.                                                 

        The  estimated  fair values for variable  deferred  annuities and single
        premium   deferred   annuities   ("SPDA"),   which   are   included   in
        policyholders'  account  balances,  are  estimated  by  discounting  the
        account  value back from the time of the next  crediting  rate review to
        the present,  at a rate equal to the excess of current  estimated market
rates offered on new policies over the current crediting rates. 

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        Fair values for long-term  debt is  determined  using  published  market
        values, where available,  or contractual cash flows discounted at market
        interest rates. The estimated fair values for non-recourse mortgage debt
        are  determined by  discounting  contractual  cash flows at a rate which
        takes  into  account  the level of  current  market  interest  rates and
        collateral  risk. The estimated  fair values for recourse  mortgage debt
        are  determined by  discounting  contractual  cash flows at a rate based
        upon  current  interest  rates of other  companies  with credit  ratings
        similar to the  Company.  The  Company's  carrying  value of  short-term
borrowings approximates their estimated fair value.             

        The following  table  discloses  carrying value and estimated fair value
      for financial instruments not otherwise disclosed in Notes 3, 6 and 7:

                                                        [Enlarge/Download Table]

                                                                   December 31,                             
                                        --------------------------------------------------------------------
                                                      1997                               1996               
                                        ---------------------------------  ---------------------------------
                                           Carrying         Estimated         Carrying         Estimated    
                                            Value          Fair Value          Value           Fair Value   
                                        ---------------  ----------------  ---------------   ---------------
                                                                   (In Millions)                            

                                                                                                            
Consolidated Financial Instruments:                                                                         
Mortgage loans on real estate..........  $    2,611.4     $     2,822.8     $     3,133.0     $    3,394.6  
Other limited partnership interests....         509.4             509.4             467.0            467.0  
Policy loans...........................       2,422.9           2,493.9           2,196.1          2,221.6  
Policyholders' account balances -                                                                           
  investment contracts.................      12,611.0          12,714.0          12,908.7         12,992.2  
Long-term debt.........................       1,569.0           1,531.5           1,592.8          1,557.7  

Closed Block Financial Instruments:                                                                         
Mortgage loans on real estate..........       1,341.6           1,420.7           1,380.7          1,425.6  
Other equity investments...............          86.3              86.3             105.0            105.0  
Policy loans...........................       1,700.2           1,784.2           1,765.9          1,798.0  
SCNILC liability.......................          27.6              30.3              30.6             34.9  

Discontinued Operations Financial                                                                           
Instruments:                                                                                                
Mortgage loans on real estate..........         655.5             779.9           1,111.1          1,220.3  
Fixed maturities.......................          38.7              38.7              42.5             42.5  
Other equity investments...............         209.3             209.3             300.5            300.5  
Guaranteed interest contracts..........          37.0              34.0             290.7            300.5  
Long-term debt.........................         102.0             102.1             102.1            102.2  

13)     COMMITMENTS AND CONTINGENT LIABILITIES                                  

        The Company  has  provided,  from time to time,  certain  guarantees  or
        commitments  to  affiliates,  investors and others.  These  arrangements
        include commitments by the Company,  under certain  conditions:  to make
        capital  contributions of up to $202.6 million to affiliated real estate
        joint  ventures;  and to provide  equity  financing  to certain  limited
        partnerships of $362.1 million at December 31, 1997, under existing loan
or loan commitment agreements.                                  

        Equitable  Life  is the  obligor  under  certain  structured  settlement
        agreements  which  it  had  entered  into  with  unaffiliated  insurance
        companies  and  beneficiaries.  To satisfy its  obligations  under these
        agreements,  Equitable  Life owns  single  premium  annuities  issued by
        previously wholly owned life insurance subsidiaries.  Equitable Life has
        directed  payment  under  these  annuities  to be made  directly  to the
        beneficiaries under the structured settlement  agreements.  A contingent
        liability exists with respect to these agreements  should the previously
        wholly  owned   subsidiaries  be  unable  to  meet  their   obligations.
        Management  believes the satisfaction of those  obligations by Equitable
Life is remote.                                                 

        The Insurance  Group had $47.4 million of letters of credit  outstanding
at December 31, 1997.                                           

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14)     LITIGATION                                                              

        Equitable  Life recently  agreed to settle,  subject to court  approval,
        previously  disclosed  cases brought by persons  insured under  Lifetime
        Guaranteed   Renewable  Major  Medical  Insurance   Policies  issued  by
        Equitable  Life  (the  "Policies")  in New York  (Golomb  et al.  v. The
        Equitable Life  Assurance  Society of the United  States),  Pennsylvania
        (Malvin et al. v. The  Equitable  Life  Assurance  Society of the United
        States), Texas (Bowler et al. v. The Equitable Life Assurance Society of
        the United  States),  Florida  (Bachman v. The Equitable  Life Assurance
        Society of the United States) and California  (Fletcher v. The Equitable
        Life Assurance Society of the United States).  Plaintiffs in these cases
        claimed that Equitable Life's method for determining  premium  increases
        breached   the  terms  of  certain   forms  of  the   Policies  and  was
        misrepresented.  Plaintiffs  in Bowler and  Fletcher  also  claimed that
        Equitable Life  misrepresented to policyholders in Texas and California,
        respectively,  that  premium  increases  had been  approved by insurance
        departments  in those states and  determined  annual rate increases in a
        manner  that  discriminated  against  policyholders  in those  states in
        violation of the terms of the Policies, representations to policyholders
        and/or state law. The New York trial court  dismissed  the Golomb action
        with  prejudice  and  plaintiffs  appealed.   In  Bowler  and  Fletcher,
        Equitable  Life denied the material  allegations  of the  complaints and
        filed motions for summary  judgment which have been fully  briefed.  The
        Malvin action was stayed indefinitely pending the outcome of proceedings
        in Golomb and in Fletcher the magistrate  concluded that the case should
        be remanded to California  state court and Equitable  Life appealed that
        determination  to the district  judge.  On December 23, 1997,  Equitable
        Life  entered into a settlement  agreement,  subject to court  approval,
        which would result in the dismissal  with  prejudice of each of the five
        pending actions and the resolution of all similar claims on a nationwide
basis.                                                          

        The settlement agreement provides for the creation of a nationwide class
        consisting of all persons holding,  and paying premiums on, the Policies
        at any time since January 1, 1988. An amended complaint will be filed in
        the federal  district court in Tampa,  Florida (where the Florida action
        is pending), that would assert claims of the kind previously made in the
        cases described above on a nationwide  basis, on behalf of policyholders
        in the nationwide class, which consists of approximately  127,000 former
        and current policyholders. If the settlement is approved, Equitable Life
        would pay  $14,166,000  in  exchange  for release of all claims for past
        damages on claims of the type described in the five pending  actions and
        the amended  complaint.  Costs of  administering  the settlement and any
        attorneys'  fees awarded by the court to  plaintiffs'  counsel  would be
        deducted from this fund before distribution of the balance to the class.
        In addition to this payment,  Equitable  Life will provide future relief
        to current  holders of certain  forms of the  Policies in the form of an
        agreement  to be  embodied  in the  court's  judgment,  restricting  the
        premium  increases  Equitable  Life can seek on  these  Policies  in the
        future.  The parties estimate the present value of these restrictions at
        $23,333,000, before deduction of any attorneys' fees that may be awarded
        by the court.  The estimate is based on assumptions  about future events
        that cannot be predicted with certainty and accordingly the actual value
        of the future relief may differ.  The parties to the settlement  shortly
        will be asking the court to approve  preliminarily  the  settlement  and
        settlement class and to permit  distribution of notice of the settlement
        to policyholders, establish procedures for objections, an opportunity to
        opt out of the  settlements  as it  affects  past  damages,  and a court
        hearing on whether the settlement should be finally approved.  Equitable
        Life cannot predict whether the settlement will be approved or, if it is
        not  approved,  the  outcome  of  the  pending  litigations.  As  noted,
        proceedings in Malvin were stayed indefinitely; proceedings in the other
        actions  have been  stayed or  deferred to  accommodate  the  settlement
approval process.                                               

        A number of lawsuits have been filed against life and health insurers in
        the  jurisdictions  in  which  Equitable  Life and its  subsidiaries  do
        business involving insurers' sales practices,  alleged agent misconduct,
        alleged failure to properly supervise agents, and other matters. Some of
        the lawsuits have resulted in the award of substantial judgments against
        other insurers,  including  material amounts of punitive damages,  or in
        substantial  settlements.   In  some  states,  juries  have  substantial
        discretion  in awarding  punitive  damages.  Equitable  Life,  Equitable
        Variable  Life  Insurance  Company  ("EVLICO,"  which  was  merged  into
        Equitable Life effective January 1, 1997, but whose existence  continues
        for certain limited  purposes,  including the defense of litigation) and
        The  Equitable of  Colorado,  Inc.  ("EOC"),  like other life and health
        insurers,  from  time to time are  involved  in such  litigation.  Among
        litigations  pending against  Equitable Life, EVLICO and EOC of the type
        referred  to in this  paragraph  are the  litigations  described  in the
following seven paragraphs.                                     

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        An action was instituted on April 6, 1995 against Equitable Life and its
        wholly owned subsidiary,  EOC, in New York state court,  entitled Sidney
        C. Cole, et al. v. The Equitable  Life  Assurance  Society of the United
        States and The Equitable of Colorado,  Inc. The action is brought by the
        holders of a joint  survivorship  whole life policy  issued by EOC.  The
        action purports to be on behalf of a class consisting of all persons who
        from January 1, 1984 purchased life insurance policies sold by Equitable
        Life and EOC based upon allegedly uniform sales presentations and policy
        illustrations.  The  complaint  puts  in  issue  various  alleged  sales
        practices that plaintiffs assert, among other things, misrepresented the
        stated  number of years that the annual  premium  would need to be paid.
        Plaintiffs  seek  damages  in an  unspecified  amount,  imposition  of a
        constructive  trust,  and  seek to  enjoin  Equitable  Life and EOC from
        engaging in the  challenged  sales  practices.  In June 1996,  the Court
        issued a decision and order dismissing with prejudice plaintiffs' causes
        of action for  fraud,  constructive  fraud,  breach of  fiduciary  duty,
        negligence,  and unjust  enrichment,  and dismissing  without  prejudice
        plaintiffs' cause of action under the New York State consumer protection
        statute.  The only remaining causes of action are for breach of contract
        and negligent  misrepresentation.  In April 1997,  plaintiffs noticed an
        appeal from the court's June 1996 order.  Subsequently,  Equitable  Life
        and EOC noticed a cross-appeal  from so much of the June 1996 order that
        denied their motion to dismiss.  Briefing on the appeals is scheduled to
        begin on  February  23,  1998.  In June  1997,  plaintiffs  filed  their
        memorandum  of law and  affidavits  in support of their motion for class
        certification.  That memorandum states that plaintiffs seek to certify a
        class  solely  on their  breach  of  contract  claims,  and not on their
        negligent   misrepresentation  claim.  Plaintiffs'  class  certification
        motion  has been fully  briefed by the  parties  and is sub  judice.  In
        August  1997,   Equitable  Life  and  EOC  moved  for  summary  judgment
        dismissing  plaintiffs'  remaining  claims  of breach  of  contract  and
        negligent  misrepresentation.  Defendants'  summary  judgment motion has
        been fully briefed by the parties. On January 5, 1998,  plaintiffs filed
a note of issue (placing the case on the trial calendar).       

        On May 21,  1996,  an  action  entitled  Elton  F.  Duncan,  III v.  The
        Equitable  Life  Assurance  Society of the United  States was  commenced
        against  Equitable  Life in the Civil  District  Court for the Parish of
        Orleans,  State of Louisiana.  The action  originally  was brought by an
        individual  who  purchased a whole life policy  from  Equitable  Life in
        1989.  In September  1997,  with leave of the court,  plaintiff  filed a
        second amended  petition naming six additional  policyholder  plaintiffs
        and  three  new  sales  agent  defendants.  The  sole  named  individual
        defendant in the  original  petition is also named as a defendant in the
        second  amended  petition.  Plaintiffs  purport  to  represent  a  class
        consisting  of all persons who  purchased  whole life or universal  life
        insurance policies from Equitable Life from January 1, 1981 through July
        22,  1992.   Plaintiffs   allege   improper  sales  practices  based  on
        allegations  of  misrepresentations   concerning  one  or  more  of  the
        following:  the number of years that  premiums  would need to be paid; a
        policy's suitability as an investment vehicle; and the extent to which a
        policy  was  a  proper  replacement  policy.  Plaintiffs  seek  damages,
        including punitive damages,  in an unspecified  amount. In October 1997,
        Equitable  Life filed (i)  exceptions  to the second  amended  petition,
        asserting  deficiencies  in pleading of venue and vagueness;  and (ii) a
        motion to strike  certain  allegations.  On January 23, 1998,  the court
        heard  argument on  Equitable  Life's  exceptions  and motion to strike.
        Those  motions  are sub  judice.  Motion  practice  regarding  discovery
continues.                                                      

        On July 26,  1996,  an action  entitled  Michael  Bradley  v.  Equitable
        Variable Life  Insurance  Company was commenced in New York state court,
        Kings  County.  The action is  brought by the holder of a variable  life
        insurance policy issued by EVLICO. The plaintiff purports to represent a
        class  consisting  of all persons or entities who  purchased one or more
        life  insurance  policies  issued by EVLICO  from  January 1, 1980.  The
        complaint  puts at issue  various  alleged  sales  practices and alleges
        misrepresentations  concerning  the  extent  to which the  policy  was a
        proper  replacement  policy  and the  number  of years  that the  annual
        premium  would  need to be  paid.  Plaintiff  seeks  damages,  including
        punitive  damages,  in an unspecified  amount and also seeks  injunctive
        relief  prohibiting  EVLICO from canceling  policies for failure to make
        premium  payments  beyond the  alleged  stated  number of years that the
        annual  premium would need to be paid.  EVLICO  answered the  complaint,
        denying the material  allegations.  In September  1996,  Equitable Life,
        EVLICO  and EOC made a motion to have this  proceeding  moved from Kings
        County Supreme Court to New York County for joint trial or consolidation
        with the Cole  action.  The  motion  was  denied by the Court in Cole in
        January 1997.  Plaintiff  then moved for  certification  of a nationwide
        class  consisting of all persons or entities who, since January 1, 1980,
        were   sold   one   or   more   life   insurance   products   based   on
        misrepresentations  as to the number of years  that the  annual  premium
        would need to be paid,  and/or who were  allegedly  induced to  purchase
        additional  policies  from EVLICO  using the cash value  accumulated  in
        existing  policies.  Defendants have opposed this motion.  Discovery and
        briefing  regarding  plaintiff's  motion  for  class  certification  are
ongoing.                                                        

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        On  December  12,  1996,  an action  entitled  Robert  E.  Dillon v. The
        Equitable Life Assurance  Society of the United States and The Equitable
        of Colorado,  was commenced in the United States  District Court for the
        Southern District of Florida. The action is brought by an individual who
        purchased a joint whole life policy from EOC in 1988. The complaint puts
        in issue various alleged sales practices and alleges  misrepresentations
        concerning the alleged  impropriety of  replacement  policies  issued by
        Equitable  Life and EOC and  alleged  misrepresentations  regarding  the
        number  of  years  premiums  would  have to be  paid on the  defendants'
        policies.  Plaintiff  alleges  claims  for  breach of  contract,  fraud,
        negligent  misrepresentation,  money had and received, unjust enrichment
        and imposition of a constructive trust.  Plaintiff purports to represent
        two classes of persons.  The first is a "contract class,"  consisting of
        all persons who purchased  whole or universal  life  insurance  policies
        from  Equitable  Life and EOC and from whom  Equitable Life and EOC have
        sought additional payments beyond the number of years allegedly promised
        by Equitable Life and EOC. The second is a "fraud class,"  consisting of
        all persons with an interest in policies  issued by  Equitable  Life and
        EOC at any time since  October 1, 1986.  Plaintiff  seeks  damages in an
        unspecified amount, and also seeks injunctive relief attaching Equitable
        Life's and EOC's  profits from their  alleged  sales  practices.  In May
        1997, plaintiff served a motion for class  certification.  In July 1997,
        the parties  submitted  to the Court a joint  scheduling  report,  joint
        scheduling order and a confidentiality  stipulation and order. The Court
        signed the latter stipulation, and the others remain sub judice. Further
        briefing on plaintiff's class certification motion will await entry of a
        scheduling order and further class  certification  discovery,  which has
        commenced and is on-going.  In January 1998,  the judge  assigned to the
        case recused  himself,  and the case was  reassigned.  Defendants are to
serve their answer in February 1998.                            

        On January 3, 1996, an amended complaint was filed in an action entitled
        Frank Franze Jr. and George  Busher,  individually  and on behalf of all
        others similarly situated v. The Equitable Life Assurance Society of the
        United  States,  and Equitable  Variable  Life  Insurance  Company,  No.
        94-2036 in the United States District Court for the Southern District of
        Florida.  The  action  was  brought  by two  individuals  who  purchased
        variable life insurance policies.  The plaintiffs purport to represent a
        nationwide class  consisting of all persons who purchased  variable life
        insurance  policies from Equitable  Life and EVLICO since  September 30,
        1991. The amended  complaint  alleges that Equitable Life's and EVLICO's
        agents were  trained not to disclose  fully that the product  being sold
        was  life  insurance.   Plaintiffs  allege  violations  of  the  Federal
        securities  laws and seek  rescission of the  contracts or  compensatory
        damages and attorneys' fees and expenses. Equitable Life and EVLICO have
        answered the amended  complaint,  denying the material  allegations  and
        asserting  certain  affirmative  defenses.   Motion  practice  regarding
discovery continues.                                            

        On January 9, 1997, an action entitled Rosemarie Chaviano,  individually
        and on behalf of all others  similarly  situated v. The  Equitable  Life
        Assurance  Society of the United  States,  and  Equitable  Variable Life
        Insurance Company,  was filed in Massachusetts state court making claims
        similar to those in the Franze  action and  alleging  violations  of the
        Massachusetts  securities laws. The plaintiff  purports to represent all
        persons in Massachusetts who purchased variable life insurance contracts
        from Equitable Life and EVLICO from January 9, 1993 to the present.  The
        Massachusetts  action seeks  rescission of the contracts or compensatory
        damages,  attorneys'  fees,  expenses and injunctive  relief.  Plaintiff
        filed an amended  complaint in April 1997. In July 1997,  Equitable Life
        served a motion to dismiss the amended complaint or, in the alternative,
        for summary judgment.  On September 12, 1997,  plaintiff moved for class
        certification.  This motion is  scheduled  for  hearing on February  18,
1998.                                                           

        On September 11, 1997, an action entitled Pamela L. and James A. Luther,
        individually and as  representatives of all people similarly situated v.
        The Equitable Life Assurance Society of the United States, The Equitable
        Companies Incorporated, and Casey Cammack, individually and as agent for
        The  Equitable  Life  Assurance  Society  of the  United  States and The
        Equitable  Companies  Incorporated,  was filed in Texas state court. The
        action was brought by holders of a whole life policy and the beneficiary
        under that policy. Plaintiffs purport to represent a nationwide class of
        persons  having  an  ownership  or  beneficial  interest  in  whole  and
        universal  life policies  issued by Equitable  Life from January 1, 1982
        through  December 31, 1996.  Also  included in the  purported  class are
        persons  having an ownership  interest in variable  annuities  purchased
        from Equitable  Life from January 1, 1992 to the present.  The complaint
        puts  in  issue  the  allegations  that  uniform  sales   presentations,
        illustrations,   and   materials   that   Equitable   Life  agents  used
        misrepresented the stated number of years that premiums would need to be
      paid and misrepresented the extent to which the policies at issue were

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        proper  replacement  policies.  Plaintiffs  seek  compensatory  damages,
        attorneys' fees and expenses.  In October 1997,  Equitable Life served a
        general denial of the allegations  against it. The same day, the Holding
        Company entered a special appearance contesting the court's jurisdiction
        over it. In November  1997,  Equitable  Life filed a plea in  abatement,
        which,  under Texas law, stayed further  proceedings in the case because
        plaintiffs  had not served a demand letter.  Plaintiffs  served a demand
        letter upon  Equitable  Life and the Holding  Company,  the  response to
        which is due 60 days  thereafter.  Although  the  outcome of  litigation
        cannot be predicted with certainty,  particularly in the early stages of
        an  action,  the  Company's   management   believes  that  the  ultimate
        resolution of the Cole, Duncan,  Bradley,  Dillon, Franze,  Chaviano and
        Luther  litigations  should  not have a material  adverse  effect on the
        financial position of the Company.  The Company's management cannot make
        an  estimate  of  loss,  if any,  or  predict  whether  or not any  such
        litigation will have a material adverse effect on the Company's  results
of operations in any particular period.                         

        On September 12, 1997, the United States District Court for the Northern
        District  of Alabama,  Southern  Division,  entered an order  certifying
        James  Brown  as the  representative  of a class  consisting  of  "[a]ll
        African-Americans  who applied but were not hired for, were  discouraged
        from applying for, or would have applied for the position of Sales Agent
        in the absence of the discriminatory practices, and/or procedures in the
        [former]  Southern  Region  of The  Equitable  from May 16,  1987 to the
        present." The second amended  complaint in James W. Brown,  on behalf of
        others similarly situated v. The Equitable Life Assurance Society of the
        United  States,   alleges,  among  other  things,  that  Equitable  Life
        discriminated on the basis of race against  African-American  applicants
        and  potential   applicants  in  hiring  individuals  as  sales  agents.
        Plaintiffs  seek a  declaratory  judgment and  affirmative  and negative
        injunctive relief, including the payment of back-pay,  pension and other
        compensation. Although the outcome of any litigation cannot be predicted
        with  certainty,  the  Company's  management  believes that the ultimate
        resolution of this matter should not have a material  adverse  effect on
        the financial position of the Company.  The Company's  management cannot
        make an estimate of loss, if any, or predict  whether or not such matter
        will  have a  material  adverse  effect  on  the  Company's  results  of
operations in any particular period.                            

        The U.S.  Department of Labor ("DOL") is conducting an  investigation of
        Equitable Life's  management of the Prime Property Fund ("PPF").  PPF is
        an open-end,  commingled real estate separate  account of Equitable Life
        for pension clients.  Equitable Life serves as investment manager in PPF
        and retains  EREIM as advisor.  Equitable  Life agreed to indemnify  the
        purchaser of EREIM (which Equitable Life sold in June 1997) with respect
        to any fines,  penalties and rebates to clients in connection  with this
        investigation. In early 1995, the DOL commenced a national investigation
        of commingled real estate funds with pension  investors,  including PPF.
        The  investigation  appears to be focused  principally  on appraisal and
        valuation  procedures  in respect of fund  properties.  The most  recent
        request from the DOL seems to reflect,  at least in part, an interest in
        the relationship  between the valuations for those properties  reflected
        in  appraisals  prepared  for local  property  tax  proceedings  and the
        valuations used by PPF for other  purposes.  At no time has the DOL made
        any  specific   allegation  that  Equitable  Life  or  EREIM  has  acted
        improperly and Equitable Life and EREIM believe that any such allegation
        would be without  foundation.  While the  outcome of this  investigation
        cannot be predicted with certainty,  the Company's  management  believes
        that the ultimate  resolution  of this matter should not have a material
        adverse effect on the financial  position of the Company.  The Company's
        management  cannot make an estimate of loss, if any, or predict  whether
        or not this  investigation  will have a material  adverse  effect on the
Company's results of operations in any particular period.       

        On July 25, 1995, a Consolidated and Supplemental Class Action Complaint
        ("Complaint")  was filed  against  Alliance  North  American  Government
        Income Trust,  Inc. (the "Fund"),  Alliance and certain other defendants
        affiliated  with  Alliance,  including  the  Holding  Company,  alleging
        violations  of Federal  securities  laws,  fraud and breach of fiduciary
        duty in connection with the Fund's  investments in Mexican and Argentine
        securities.  The Complaint,  which sought  certification  of a plaintiff
        class of persons  who  purchased  or owned Class A, B or C shares of the
        Fund  from  March  27,  1992  through  December  23,  1994,   sought  an
        unspecified  amount of  damages,  costs,  attorneys'  fees and  punitive
        damages.  The principal  allegations  are that the Fund  purchased  debt
        securities  issued by the Mexican and Argentine  governments  in amounts
        that were not  permitted by the Fund's  investment  objective,  and that
        there was no  shareholder  vote to change the  investment  objective  to
        permit purchases in such amounts. The Complaint further alleged that the
        decline in the value of the Mexican and Argentine securities held by the
        Fund  caused the Fund's net asset value to decline to the  detriment  of
        the Fund's  shareholders.  On  September  26,  1996,  the United  States
District Court for the Southern District of                     

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        New York  granted  the  defendants'  motion to dismiss all counts of the
        Complaint ("First  Decision").  On October 11, 1996,  plaintiffs filed a
        motion for reconsideration of the First Decision.  On November 25, 1996,
        the court denied  plaintiffs'  motion for  reconsideration  of the First
        Decision.  On October 29, 1997,  the United  States Court of Appeals for
        the Second Circuit issued an order granting defendants' motion to strike
        and dismissing  plaintiffs' appeal of the First Decision. On October 29,
        1996,  plaintiffs filed a motion for leave to file an amended complaint.
        The principal allegations of the proposed amended complaint are that (i)
        the Fund  failed to hedge  against  the risks of  investing  in  foreign
        securities  despite  representations  that it would do so, (ii) the Fund
        did not properly  disclose that it planned to invest in  mortgage-backed
        derivative  securities  and  (iii) two  advertisements  used by the Fund
        misrepresented the risks of investing in the Fund. On July 15, 1997, the
        District  Court denied  plaintiffs'  motion for leave to file an amended
        complaint  and ordered that the case be dismissed  ("Second  Decision").
        The  plaintiffs  have appealed the Second  Decision to the United States
        Court of Appeals for the Second Circuit.  While the ultimate  outcome of
        this matter cannot be  determined  at this time,  management of Alliance
        does  not  expect  that  it  will  have a  material  adverse  effect  on
Alliance's results of operations or financial condition.        

        On January 26, 1996, a purported purchaser of certain notes and warrants
        to  purchase  shares  of  common  stock of  Rickel  Home  Centers,  Inc.
        ("Rickel") filed a class action complaint  against  Donaldson,  Lufkin &
        Jenrette Securities  Corporation  ("DLJSC") and certain other defendants
        for unspecified  compensatory and punitive damages in the U. S. District
        Court for the  Southern  District  of New York.  The suit was brought on
        behalf of the  purchasers  of 126,457 units  consisting of  $126,457,000
        aggregate  principal amount of 13 1/2% senior notes due 2001 and 126,457
        warrants to purchase  shares of common stock of Rickel  issued by Rickel
        in October 1994. The complaint alleges  violations of federal securities
        laws and common law fraud against DLJSC, as the underwriter of the units
        and as an owner of 7.3% of the  common  stock of Rickel,  Eos  Partners,
        L.P., and General Electric Capital Corporation,  each as owners of 44.2%
        of the common stock of Rickel,  and members of the board of directors of
        Rickel, including a DLJSC managing director. The complaint seeks to hold
        DLJSC liable for alleged  misstatements  and omissions  contained in the
        prospectus  and  registration  statement  filed in  connection  with the
        offering of the units,  alleging that the  defendants  knew of financial
        losses  and a  decline  in value of Rickel  in the  months  prior to the
        offering and did not  disclose  such  information.  The  complaint  also
        alleges that Rickel failed to pay its semi-annual  interest  payment due
        on the units on December  15,  1995,  and that Rickel  filed a voluntary
        petition  for  reorganization  pursuant to Chapter 11 of the  Bankruptcy
        Code on January 10,  1996.  DLJSC  intends to defend  itself  vigorously
        against all of the  allegations  contained  in the  complaint.  Although
        there can be no assurance, DLJ does not believe that the outcome of this
        litigation  will  have  a  material  adverse  effect  on  its  financial
        condition.  Due to the  early  stage  of this  litigation,  based on the
        information  currently  available to it, DLJ's management cannot make an
        estimate of loss, if any, or predict whether or not such litigation will
        have a material  adverse  effect on DLJ's  results of  operations in any
particular period.                                              

        In October  1995,  DLJSC was named as a defendant  in a purported  class
        action  filed in a Texas  State Court on behalf of the holders of $550.0
        million principal amount of subordinated  redeemable discount debentures
        of National  Gypsum  Corporation  ("NGC")  canceled in connection with a
        Chapter 11 plan of reorganization  for NGC consummated in July 1993. The
        named  plaintiff  in the State  Court  action  also  filed an  adversary
        proceeding  in the U.S.  Bankruptcy  Court for the Northern  District of
        Texas  seeking a  declaratory  judgment  that the  confirmed NGC plan of
        reorganization  does not bar the class action claims.  Subsequent to the
        consummation  of NGC's plan of  reorganization,  NGC's shares traded for
        values  substantially  in excess of, and in 1995 NGC was  acquired for a
        value  substantially  in excess of, the values  upon which NGC's plan of
        reorganization   was  based.  The  two  actions  arise  out  of  DLJSC's
        activities as financial advisor to NGC in the course of NGC's Chapter 11
        reorganization proceedings.  The class action complaint alleges that the
        plan of  reorganization  submitted by NGC was based upon  projections by
        NGC and DLJSC which intentionally  understated  forecasts,  and provided
        misleading  and incorrect  information in order to hide NGC's true value
        and that  defendants  breached  their  fiduciary  duties by, among other
        things,   providing  false,  misleading  or  incomplete  information  to
        deliberately  understate  the value of NGC. The class  action  complaint
        seeks  compensatory  and punitive damages  purportedly  sustained by the
class. On October 10, 1997, DLJSC and                           

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        others were named as  defendants  in a new  adversary  proceeding in the
        Bankruptcy Court brought by the NGC Settlement  Trust, an entity created
        by the NGC plan of reorganization to deal with asbestos-related  claims.
        The Trust's  allegations are substantially  similar to the claims in the
        State Court action.  In court papers dated  October 16, 1997,  the State
        Court  plaintiff  indicated  that  he  would  intervene  in the  Trust's
        adversary  proceeding.  On January 21, 1998, the Bankruptcy  Court ruled
        that the State Court plaintiff's  claims were not barred by the NGC plan
        of reorganization  insofar as they alleged nondisclosure of certain cost
        reductions  announced  by NGC in October  1993.  The Texas  State  Court
        action,  which  had  been  removed  to the  Bankruptcy  Court,  has been
        remanded  back to the state  court,  which  remand is being  opposed  by
        DLJSC.  DLJSC  intends to defend  itself  vigorously  against all of the
        allegations  contained  in  the  complaints.  Although  there  can be no
        assurance,  DLJ  does not  believe  that the  ultimate  outcome  of this
        litigation  will  have  a  material  adverse  effect  on  its  financial
        condition.  Due to the early  stage of such  litigation,  based upon the
        information  currently  available to it, DLJ's management cannot make an
        estimate of loss, if any, or predict whether or not such litigation will
        have a material  adverse  effect on DLJ's  results of  operations in any
particular period.                                              

        In November and December 1995, DLJSC,  along with various other parties,
        was named as a defendant in a number of purported class actions filed in
        the U.S.  District  Court for the  Eastern  District of  Louisiana.  The
        complaints allege violations of the federal  securities laws arising out
        of a public  offering in 1994 of $435.0  million of first mortgage notes
        of Harrah's Jazz Company and Harrah's Jazz Finance Corp.  The complaints
        seek  to  hold  DLJSC  liable  for  various  alleged  misstatements  and
        omissions  contained  in the  prospectus  dated  November  9,  1994.  On
        February 26, 1997,  the parties agreed to a settlement of these actions,
        subject to the District Court's approval,  which was granted on July 31,
        1997. The settlement is also subject to approval by the U.S.  Bankruptcy
        Court for the Eastern District of Louisiana of proposed modifications to
        a  confirmed  plan of  reorganization  for  Harrah's  Jazz  Company  and
        Harrah's  Jazz  Finance  Corp.,  and the  satisfaction  or waiver of all
        conditions  to the  effectiveness  of the plan, as provided in the plan.
        There can be no  assurance  of the  Bankruptcy  Court's  approval of the
        modifications to the plan of  reorganization,  or that the conditions to
        the  effectiveness  of the plan  will be  satisfied  or  waived.  In the
        opinion of DLJ's management,  the settlement, if approved, will not have
        a  material  adverse  effect on DLJ's  results of  operations  or on its
consolidated financial condition.                               

        In addition  to the  matters  described  above,  Equitable  Life and its
        subsidiaries  and DLJ and its subsidiaries are involved in various legal
        actions and proceedings in connection with their businesses. Some of the
        actions and  proceedings  have been brought on behalf of various alleged
        classes of  claimants  and certain of these  claimants  seek  damages of
        unspecified  amounts.  While the ultimate outcome of such matters cannot
        be predicted with certainty, in the opinion of management no such matter
        is  likely  to  have  a  material   adverse   effect  on  the  Company's
consolidated financial position or results of operations.       

15)     LEASES                                                                  

        The Company  has  entered  into  operating  leases for office  space and
        certain other assets,  principally data processing  equipment and office
        furniture and  equipment.  Future minimum  payments under  noncancelable
        leases for 1998 and the succeeding  four years are $93.5 million,  $84.4
        million,  $70.2 million, $56.4 million, $47.0 million and $489.3 million
        thereafter.   Minimum   future   sub-lease   rental   income   on  these
        noncancelable  leases  for 1998 and the  succeeding  four years are $7.3
        million,  $5.9 million, $3.8 million, $2.4 million, $.8 million and $2.9
million thereafter.                                             

        At December 31, 1997, the minimum future rental income on  noncancelable
        operating  leases for wholly owned  investments  in real estate for 1997
        and the succeeding four years are $247.0 million, $238.1 million, $218.7
      million, $197.9 million, $169.1 million and $813.0 million thereafter.

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16)     OTHER OPERATING COSTS AND EXPENSES                                      

Other operating costs and expenses consisted of the following:  

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Compensation costs.................................  $       721.5      $      704.8      $      628.4    
Commissions........................................          409.6             329.5             314.3    
Short-term debt interest expense...................           31.7               8.0              11.4    
Long-term debt interest expense....................          121.2             137.3             108.1    
Amortization of policy acquisition costs...........          287.3             405.2             317.8    
Capitalization of policy acquisition costs.........         (508.0)           (391.9)           (391.0)   
Rent expense, net of sub-lease income..............          101.8             113.7             109.3    
Cursitor intangible assets writedown...............          120.9               -                 -      
Other..............................................          917.9             769.1             677.5    
                                                    -----------------  ----------------  -----------------
Total..............................................  $     2,203.9      $    2,075.7      $    1,775.8    
                                                    =================  ================  =================

        During 1997, 1996 and 1995, the Company  restructured certain operations
        in  connection  with  cost  reduction   programs  and  recorded  pre-tax
        provisions  of  $42.4   million,   $24.4  million  and  $32.0   million,
        respectively.  The  amounts  paid  during  1997,  associated  with  cost
        reduction  programs,  totaled $22.8  million.  At December 31, 1997, the
        liabilities  associated with cost reduction  programs  amounted to $62.0
        million.  The 1997 cost  reduction  program  include  costs  related  to
        employee  termination  and exit costs.  The 1996 cost reduction  program
        included  restructuring  costs related to the consolidation of insurance
        operations'  service centers.  The 1995 cost reduction  program included
        relocation expenses,  including the accelerated amortization of building
        improvements   associated  with  the  relocation  of  the  home  office.
        Amortization  of DAC in 1996 included a $145.0  million  writeoff of DAC
related to DI contracts.                                        

17)     INSURANCE GROUP STATUTORY FINANCIAL INFORMATION                         

        Equitable  Life is  restricted as to the amounts it may pay as dividends
        to  the  Holding  Company.   Under  the  New  York  Insurance  Law,  the
        Superintendent  has broad discretion to determine  whether the financial
        condition of a stock life insurance company would support the payment of
        dividends to its  shareholders.  For 1997, 1996 and 1995,  statutory net
        loss  totaled  $351.7  million,   $351.1  million  and  $352.4  million,
        respectively. No amounts are expected to be available for dividends from
Equitable Life to the Holding Company in 1998.                  

        At December 31, 1997, the Insurance  Group,  in accordance  with various
        government  and state  regulations,  had  $19.7  million  of  securities
deposited with such government or state agencies.               

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        Accounting  practices used to prepare statutory financial statements for
        regulatory  filings of stock life insurance  companies differ in certain
        instances  from GAAP.  The following  reconciles  the Insurance  Group's
        statutory change in surplus and capital stock and statutory  surplus and
        capital  stock  determined  in  accordance  with  accounting   practices
        prescribed by the New York  Insurance  Department  with net earnings and
equity on a GAAP basis.                                         

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Net change in statutory surplus and                                                                       
  capital stock....................................  $       203.6      $       56.0      $       78.1    
Change in asset valuation reserves.................          147.1             (48.4)            365.7    
                                                    -----------------  ----------------  -----------------
Net change in statutory surplus, capital stock                                                            
  and asset valuation reserves.....................          350.7               7.6             443.8    
Adjustments:                                                                                              
  Future policy benefits and policyholders'                                                               
    account balances...............................          (31.1)           (298.5)            (66.0)   
  DAC..............................................          220.7             (13.3)             73.2    
  Deferred Federal income taxes....................          103.1             108.0            (158.1)   
  Valuation of investments.........................           46.8             289.8             189.1    
  Valuation of investment subsidiary...............         (555.8)           (117.7)           (188.6)   
  Limited risk reinsurance.........................           82.3              92.5             416.9    
  Issuance of surplus notes........................            -                 -              (538.9)   
  Postretirement benefits..........................           (3.1)             28.9             (26.7)   
  Other, net.......................................           30.3              12.4             115.1    
  GAAP adjustments of Closed Block.................            3.6              (9.8)             15.7    
  GAAP adjustments of discontinued operations......          189.7             (89.6)             37.3    
                                                    -----------------  ----------------  -----------------
Net Earnings of the Insurance Group................  $       437.2      $       10.3      $      312.8    
                                                    =================  ================  =================

                                                        [Enlarge/Download Table]


                                                                         December 31,                       
                                                    --------------------------------------------------------
                                                          1997               1996                1995       
                                                    -----------------   ----------------   -----------------
                                                                         (In Millions)                      
                                                                                                            
Statutory surplus and capital stock................  $     2,462.5       $    2,258.9       $    2,202.9    
Asset valuation reserves...........................        1,444.6            1,297.5            1,345.9    
                                                    -----------------   ----------------   -----------------
Statutory surplus, capital stock and asset                                                                  
  valuation reserves...............................        3,907.1            3,556.4            3,548.8    
Adjustments:                                                                                                
  Future policy benefits and policyholders'                                                                 
    account balances...............................       (1,336.1)          (1,305.0)          (1,006.5)   
  DAC..............................................        3,236.6            3,104.9            3,075.8    
  Deferred Federal income taxes....................         (370.8)            (306.1)            (452.0)   
  Valuation of investments.........................          783.5              286.8              417.7    
  Valuation of investment subsidiary...............       (1,338.6)            (782.8)            (665.1)   
  Limited risk reinsurance.........................         (254.2)            (336.5)            (429.0)   
  Issuance of surplus notes........................         (539.0)            (539.0)            (538.9)   
  Postretirement benefits..........................         (317.5)            (314.4)            (343.3)   
  Other, net.......................................          203.7              126.3                4.4    
  GAAP adjustments of Closed Block.................          814.3              783.7              830.8    
  GAAP adjustments of discontinued operations......           71.5             (190.3)            (184.6)   
                                                    -----------------   ----------------   -----------------
Equity of the Insurance Group......................  $     4,860.5       $    4,084.0       $    4,258.1    
                                                    =================   ================   =================

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18)     BUSINESS SEGMENT INFORMATION                                            

        The Company has two major business  segments:  Insurance  Operations and
        Investment  Services.  Interest  expense related to debt not specific to
        either  business  segment is presented as  Corporate  interest  expense.
Information for all periods is presented on a comparable basis. 

        Insurance  Operations  offers a variety  of  traditional,  variable  and
        interest-sensitive  life insurance products,  disability income, annuity
        products,  mutual fund and other investment  products to individuals and
        small groups and  administers  traditional  participating  group annuity
        contracts with conversion  features,  generally for corporate  qualified
        pension  plans,  and  association   plans  which  provide  full  service
        retirement  programs for individuals  affiliated with  professional  and
        trade   associations.   This  segment  includes  Separate  Accounts  for
individual insurance and annuity products.                      

        Investment  Services provides  investment fund management,  primarily to
        institutional  clients.  This  segment  includes  the  Company's  equity
        interest in DLJ and Separate  Accounts which provide various  investment
  options for group clients through pooled or single group accounts.

        Intersegment  investment  advisory and other fees of approximately $81.9
        million,  $127.5  million and $124.1  million  for 1997,  1996 and 1995,
        respectively,  are included in total revenues of the Investment Services
        segment.  These fees,  excluding  amounts  related to the GIC Segment of
        $5.1 million,  $15.7 million and $14.7 million for 1997,  1996 and 1995,
respectively, are eliminated in consolidation.                  

                                                        [Enlarge/Download Table]


                                                          1997               1996               1995       
                                                    -----------------   ----------------  -----------------
                                                                         (In Millions)                     

                                                                                                           
Revenues                                                                                                   
Insurance operations...............................  $     3,684.2       $    3,770.6      $    3,614.6    
Investment services................................        1,455.1            1,126.1             949.1    
Consolidation/elimination..........................          (19.9)             (24.5)            (34.9)   
                                                    -----------------   ----------------  -----------------
Total..............................................  $     5,119.4       $    4,872.2      $    4,528.8    
                                                    =================   ================  =================

Earnings (loss) from continuing  operations before Federal income taxes,                                   
  minority interest and cumulative effect of accounting change                                             
Insurance operations...............................  $       250.3       $      (36.6)     $      303.1    
Investment services................................          485.7              311.9             224.0    
Consolidation/elimination..........................            -                   .2              (3.1)   
                                                    -----------------   ----------------  -----------------
      Subtotal.....................................          736.0              275.5             524.0    
Corporate interest expense.........................          (65.3)             (66.9)            (27.9)   
                                                    -----------------   ----------------  -----------------
Total..............................................  $       670.7       $      208.6      $      496.1    
                                                    =================   ================  =================

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Assets                                                                                                      
Insurance operations...................................................  $    68,305.9      $    60,464.9   
Investment services....................................................       13,719.8           13,542.5   
Consolidation/elimination..............................................         (403.6)            (399.6)  
                                                                        ----------------   -----------------
Total..................................................................  $    81,622.1      $    73,607.8   
                                                                        ================   =================

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19)     QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)                             

        The quarterly  results of operations  for 1997 and 1996,  are summarized
below:                                                          

                                                        [Enlarge/Download Table]


                                                            Three Months Ended                               
                               ------------------------------------------------------------------------------
                                   March 31           June 30           September 30          December 31    
                               -----------------  -----------------   ------------------   ------------------
                                                               (In Millions)                                 
                                                                                                             
1997                                                                                                         
Total Revenues................  $     1,266.0      $     1,552.8       $    1,279.0         $    1,021.6     
                               =================  =================   ==================   ==================

Earnings from Continuing                                                                                     
  Operations before                                                                                          
  Cumulative Effect                                                                                          
  of Accounting Change........  $       117.4      $       222.5       $      145.1         $       39.4     
                               =================  =================   ==================   ==================

Net Earnings (Loss)...........  $       114.1      $       223.1       $      144.9         $      (44.9)    
                               =================  =================   ==================   ==================

1996                                                                                                         
Total Revenues................  $     1,176.5      $     1,199.4       $    1,198.4         $    1,297.9     
                               =================  =================   ==================   ==================

Earnings (Loss) from                                                                                         
  Continuing Operations                                                                                      
  before Cumulative Effect                                                                                   
  of Accounting Change........  $        94.8      $        87.1       $       93.2         $     (157.9)    
                               =================  =================   ==================   ==================

Net Earnings (Loss)...........  $        71.7      $        87.1       $       93.2         $     (241.7)    
                               =================  =================   ==================   ==================

        Net earnings for the three  months  ended  December 31, 1997  includes a
        charge of $212.0 million related to additions to valuation allowances on
        and   writeoffs   of  real  estate  of  $225.2   million,   and  reserve
        strengthening  on  discontinued  operations of $84.3 million offset by a
        reversal of prior years tax reserves of $97.5 million.  Net earnings for
        the three  months ended  December  31, 1996  includes a charge of $339.3
        million related to writeoffs of DAC on DI contracts of $94.3 million and
        reserve strengthenings on DI business of $113.7 million,  Pension Par of
$47.5 million and Discontinued Operations of $83.8 million.     

20)     INVESTMENT IN DLJ                                                       

        At December  31,  1997,  the  Company's  ownership  of DLJ  interest was
        approximately  34.4%. The Company's  ownership  interest will be further
        reduced  upon  the  issuance  of  common  stock  after  the  vesting  of
        forfeitable  restricted  stock units  acquired by and/or the exercise of
        options  granted to certain DLJ employees.  DLJ  restricted  stock units
        represents  forfeitable  rights to  receive  approximately  5.2  million
shares of DLJ common stock through February 2000.               

        The results of  operations  of DLJ are accounted for on the equity basis
        and  are  included  in  commissions,   fees  and  other  income  in  the
        consolidated statements of earnings. The Company's carrying value of DLJ
        is included in investment in and loans to affiliates in the consolidated
balance sheets.                                                 

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        Summarized  balance  sheets  information  for  DLJ,  reconciled  to  the
Company's carrying value of DLJ, are as follows:                

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Assets:                                                                                                     
Trading account securities, at market value............................  $   16,535.7       $   15,728.1    
Securities purchased under resale agreements...........................      22,628.8           20,598.7    
Broker-dealer related receivables......................................      28,159.3           16,858.8    
Other assets...........................................................       3,182.0            2,318.1    
                                                                        ----------------   -----------------
Total Assets...........................................................  $   70,505.8       $   55,503.7    
                                                                        ================   =================

Liabilities:                                                                                                
Securities sold under repurchase agreements............................  $   36,006.7       $   29,378.3    
Broker-dealer related payables.........................................      25,706.1           19,409.7    
Short-term and long-term debt..........................................       3,670.6            2,704.5    
Other liabilities......................................................       2,860.9            2,164.0    
                                                                        ----------------   -----------------
Total liabilities......................................................      68,244.3           53,656.5    
DLJ's company-obligated mandatorily redeemed preferred                                                      
  securities of subsidiary trust holding solely debentures of DLJ......         200.0              200.0    
Total shareholders' equity.............................................       2,061.5            1,647.2    
                                                                        ----------------   -----------------
Total Liabilities, Cumulative Exchangeable Preferred Stock and                                              
  Shareholders' Equity.................................................  $   70,505.8       $   55,503.7    
                                                                        ================   =================

DLJ's equity as reported...............................................  $    2,061.5       $    1,647.2    
Unamortized cost in excess of net assets acquired in 1985                                                   
  and other adjustments................................................          23.5               23.9    
The Holding Company's equity ownership in DLJ..........................        (740.2)            (590.2)   
Minority interest in DLJ...............................................        (729.3)            (588.6)   
                                                                        ----------------   -----------------
The Company's Carrying Value of DLJ....................................  $      615.5       $      492.3    
                                                                        ================   =================

        Summarized  statements of earnings information for DLJ reconciled to the
Company's equity in earnings of DLJ is as follows:              

                                                        [Enlarge/Download Table]


                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Commission, fees and other income......................................  $    2,356.8       $    1,818.2    
Net investment income..................................................       1,652.1            1,074.2    
Dealer, trading and investment gains, net..............................         631.6              598.4    
                                                                        ----------------   -----------------
Total revenues.........................................................       4,640.5            3,490.8    
Total expenses including income taxes..................................       4,232.3            3,199.5    
                                                                        ----------------   -----------------
Net earnings...........................................................         408.2              291.3    
Dividends on preferred stock...........................................          12.1               18.7    
                                                                        ----------------   -----------------
Earnings Applicable to Common Shares...................................  $      396.1       $      272.6    
                                                                        ================   =================

DLJ's earnings applicable to common shares as reported.................  $      396.1       $      272.6    
Amortization of cost in excess of net assets acquired in 1985..........          (1.3)              (3.1)   
The Holding Company's equity in DLJ's earnings.........................        (156.8)            (107.8)   
Minority interest in DLJ...............................................        (109.1)             (73.4)   
                                                                        ----------------   -----------------
The Company's Equity in DLJ's Earnings.................................  $      128.9       $       88.3    
                                                                        ================   =================

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21)     ACCOUNTING FOR STOCK-BASED COMPENSATION                                 

        The  Holding  Company  sponsors a stock  option  plan for  employees  of
        Equitable  Life.  DLJ and Alliance  each sponsor  their own stock option
        plans for  certain  employees.  The  Company  has elected to continue to
        account for  stock-based  compensation  using the intrinsic value method
        prescribed  in APB No.  25. Had  compensation  expense  for the  Holding
        Company,  DLJ and  Alliance  Stock  Option  Incentive  Plan options been
        determined  based  on SFAS  No.  123's  fair  value  based  method,  the
        Company's  pro forma net  earnings  for 1997,  1996 and 1995  would have
been:                                                           

                                                        [Enlarge/Download Table]


                                                                1997             1996             1995      
                                                           ---------------  ---------------  ---------------
                                                                            (In Millions)                   
                                                                                                            
Net Earnings:                                                                                               
  As Reported.............................................  $      437.2     $      10.3      $      312.8  
  Pro Forma...............................................  $      426.3     $       3.3      $      311.3  

        The fair value of options  granted  after  December 31, 1994,  used as a
        basis for the above pro forma disclosures,  was estimated as of the date
        of grants  using the  Black-Scholes  option  pricing  model.  The option
pricing assumptions for 1997, 1996 and 1995 are as follows:     

                                                        [Enlarge/Download Table]


                          Holding Company                      DLJ                            Alliance              
                   ------------------------------ ------------------------------- ----------------------------------
                     1997      1996       1995      1997       1996       1995      1997        1996        1995    
                   -------------------- --------- ---------- ---------- --------- ---------- ----------- -----------
                                                                                                                    
Dividend yield....    0.48%     0.80%      0.96%      0.86%      1.54%     1.85%      8.00%      8.00%      8.00%   

Expected volatility  20.00%    20.00%     20.00%     33.00%     25.00%    25.00%     26.00%     23.00%     23.00%   

Risk-free interest                                                                                                  
  rate............    5.99%     5.92%      6.83%      5.96%      6.07%     5.86%      5.70%      5.80%      6.00%   

Expected life.....  5 years   5 years    5 years   5 years    5 years   5 years   7.6 years  7.43 years  7.43 years 

Weighted average                                                                                                    
  grant-date fair                                                                                                   
  value per option   $12.25     $6.94      $5.90    $22.45      $9.35     $7.36      $4.36      $2.69      $2.24    


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        A summary of the Holding Company,  DLJ and Alliance's option plans is as
follows:                                                        

                                                        [Enlarge/Download Table]


                                Holding Company                     DLJ                         Alliance           
                          ----------------------------- ----------------------------- -----------------------------
                                            Options                       Options                       Options    
                                          Outstanding                   Outstanding                   Outstanding  
                                            Weighted                      Weighted                     Weighted    
                                            Average                       Average                       Average    
                              Shares        Exercise        Shares        Exercise        Units        Exercise    
                          (In Millions)      Price      (In Millions)      Price      (In Millions)      Price     
                          --------------- ------------- --------------- ------------- -----------------------------
                                                                                                                   
Balance as of                                                                                                      
  January 1, 1995........       6.8           $20.31          -                             3.8          $15.46    
  Granted................        .4           $20.27          9.2         $27.00            1.8          $20.54    
  Exercised..............       (.1)          $20.00          -                             (.5)         $11.20    
  Expired................       (.1)          $20.00          -                             -                      
  Forfeited..............       (.3)          $22.24          -                             (.3)         $16.64    
                          ---------------               -------------                 ---------------              

Balance as of                                                                                                      
  December 31, 1995......       6.7           $20.27          9.2         $27.00            4.8          $17.72    
  Granted................        .7           $24.94          2.1         $32.54             .7          $25.12    
  Exercised..............       (.1)          $19.91          -                             (.4)         $13.64    
  Expired................       -                             -                             -                      
  Forfeited..............       (.6)          $20.21          (.2)        $27.00            (.1)         $19.32    
                          ---------------               -------------                 ---------------              

Balance as of                                                                                                      
  December 31, 1996......       6.7           $20.79         11.1         $28.06            5.0          $19.07    
  Granted................       3.2           $41.85          3.2         $61.07            1.1          $36.56    
  Exercised..............      (1.6)          $20.26          (.1)        $32.03            (.6)         $16.11    
  Forfeited..............       (.4)          $23.43          (.1)        $27.51            (.2)         $21.28    
                          ---------------               -------------                 ---------------              

Balance as of                                                                                                      
  December 31, 1997......       7.9           $29.05         14.1         $35.56            5.3          $22.82    
                          ===============               =============                 ===============              

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        Information  about options  outstanding  and exercisable at December 31,
1997 is as follows:                                             

                                                        [Enlarge/Download Table]


                                     Options Outstanding                           Options Exercisable           
                     ----------------------------------------------------  ------------------------------------  
                                            Weighted                                                             
                                            Average         Weighted                              Weighted       
      Range of             Number          Remaining         Average             Number           Average        
      Exercise          Outstanding       Contractual       Exercise          Exercisable         Exercise       
       Prices          (In Millions)      Life (Years)        Price          (In Millions)         Price         
--------------------- ----------------- ----------------- ---------------  ------------------- ----------------  

       Holding                                                                                                   
       Company                                                                                                   
----------------------                                                                                           
                                                                                                                 
$18.125   -$27.75            4.8               5.84           $20.94              3.0              $20.41        
$28.50    -$45.25            3.1               9.57           $41.84              -                  -           
                      -----------------                                    -------------------                   
$18.125   -$45.25            7.9               7.29           $29.05              3.0              $20.41        
                      ================= ================= ===============  =================== ================  

         DLJ                                                                                                     
----------------------                                                                                           
$27.00    -$35.99           10.9               8.0            $28.05              4.9              $27.58        
$36.00    -$50.99             .8               9.3            $40.04              -                  -           
$51.00    -$76.00            2.4               9.8            $67.77              -                  -           
                      -----------------                                    -------------------                   
$27.00    -$76.00           14.1               8.4            $35.56              4.9              $27.58        
                      ================= ================= ================  =================== =================

      Alliance                                                                                                   
----------------------                                                                                           
$ 6.0625   -$17.75           1.1               3.86           $13.20              1.0              $13.04        
$19.375    -$19.75            .8               7.34           $19.39               .3              $19.39        
$19.875    -$21.375          1.1               8.28           $20.13               .6              $20.19        
$22.25     -$27.50           1.3               9.81           $23.81               .4              $23.29        
$36.9375   -$37.5625         1.0               9.95           $36.95              -                  -           
                      -----------------                                    -------------------                   
$  6.0625  -$37.5625         5.3               7.58           $22.82              2.3              $17.43        
                      ================= ================== ==============  ====================== =============  

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 INCOME MANAGER(R) ACCUMULATOR(SM)
 STATEMENT OF ADDITIONAL INFORMATION

 MAY 1, 1998

--------------- 
COMBINATION VARIABLE AND
 FIXED DEFERRED ANNUITY CERTIFICATES

FUNDED THROUGH THE
 INVESTMENT FUNDS OF SEPARATE ACCOUNT NO. 45

                                                        [Enlarge/Download Table]


------------------------------------------------------------------------------------------------------------------
                                  EQUITY SERIES                                                                   
------------------------------------------------------------------------------------------------------------------
                                                                                                                  
DOMESTIC EQUITY                         INTERNATIONAL EQUITY                  AGGRESSIVE EQUITY                   
     Alliance Common Stock                Alliance Global                       Alliance Aggressive Stock         
     Alliance Growth & Income             Alliance International                Alliance Small Cap Growth         
     BT Equity 500 Index                  BT International Equity Index         BT Small Company Index            
     EQ/Putnam Growth & Income Value      Morgan Stanley Emerging Markets       MFS Emerging Growth Companies     
     MFS Research                           Equity                              Warburg Pincus Small Company Value
     Merrill Lynch Basic Value Equity     T. Rowe Price International Stock                                       
     T. Rowe Price Equity Income                                                                                  
------------------------------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]


------------------------------------------------------------------------------------------------------------------
         ASSET ALLOCATION SERIES                             FIXED INCOME SERIES                                  
------------------------------------------------------------------------------------------------------------------
                                                                                                                  
Alliance Conservative Investors    AGGRESSIVE FIXED INCOME               DOMESTIC FIXED INCOME                    
Alliance Growth Investors            Alliance High Yield                   Alliance Intermediate Government       
EQ/Putnam Balanced                                                           Securities                           
Merrill Lynch World Strategy                                               Alliance Money Market                  
------------------------------------------------------------------------------------------------------------------

ISSUED BY:
 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
--------------------------------------------------------------------------------
     Home Office:              1290 Avenue of the Americas, New York, NY 10104
   Processing Office:        Post Office Box 1547, Secaucus, NJ 07096-1547
--------------------------------------------------------------------------------

This statement of additional information (SAI) is not a prospectus. It should be
read in  conjunction  with  the  Separate  Account  No.  45  prospectus  for the
Accumulator,  dated October 17, 1996,  and prospectus  supplements  dated May 1,
1998, December 31, and May 1, 1997. Definitions of special terms used in the SAI
are found in the prospectus.                                                    

Copies of the prospectus and supplements are available free of charge by writing
the Processing Office, by calling  1-800-789-7771,  toll-free,  or by contacting
your agent.                                                                     

--------------------------------------------------------------------------------
 STATEMENT OF ADDITIONAL INFORMATION
 TABLE OF CONTENTS
--------------------------------------------------------------------------------
                                                                            PAGE
--------------------------------------------------------------------------------
  Part    1    Accumulation Unit Values                                        2
--------------------------------------------------------------------------------
  Part    2    Annuity Unit Values                                             2
--------------------------------------------------------------------------------
  Part    3    Custodian and Independent Accountants                           3
--------------------------------------------------------------------------------
Part    4    Alliance Money Market Fund, Alliance Intermediate              
Government Securities Fund and Alliance High
                  Yield Fund Yield Information                                 3
--------------------------------------------------------------------------------
  Part    5    Long-Term Market Trends                                         4
--------------------------------------------------------------------------------
  Part    6    Financial Statements                                            6
--------------------------------------------------------------------------------

Copyright 1998 The Equitable Life Assurance Society of the United States, New 
 York, New York 10104. All rights reserved. Income Manager is a registered
service mark and Accumulator is a service mark of The Equitable Life
 Assurance Society of the United States.

(IM-98-ACC1096)                                                                 

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

PART 1 -- ACCUMULATION UNIT VALUES                                              

Accumulation  Unit Values are determined at the end of each Valuation Period for
each of the Investment Funds. Other annuity contracts and certificates which may
be offered by us will have their own accumulation unit values for the Investment
Funds which may be different from those for the Accumulator.                    

The  Accumulation  Unit Value for an Investment Fund for any Valuation Period is
equal  to the  Accumulation  Unit  Value  for  the  preceding  Valuation  Period
multiplied  by the Net  Investment  Factor  for  that  Investment  Fund for that
Valuation Period. The NET INVESTMENT FACTOR is:                                 

(a/b) - c                                                             

where:                                                                          

(a)  is the value of the Investment Fund's shares of the corresponding Portfolio
     at the end of the  Valuation  Period  before  giving  effect to any amounts
     allocated  to or  withdrawn  from the  Investment  Fund  for the  Valuation
     Period.  For this purpose,  we use the share value reported to us by HRT or
EQAT, as applicable.                                                  

(b)  is the value of the Investment Fund's shares of the corresponding Portfolio
     at the end of the preceding  Valuation Period (after any amounts  allocated
or withdrawn for that Valuation Period).                              

(c)  is the daily Separate Account  mortality and expense risk charge and asset-
     based administrative charge relating to the Certificates,  times the number
     of calendar  days in the  Valuation  Period.  These daily charges are at an
effective annual rate not to exceed a total of 1.15%.                 

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

PART 2 -- ANNUITY UNIT VALUES                                                   

The  annuity  unit  value  for each  Investment  Fund was fixed at $1.00 on each
Fund's  respective  effective date (as shown in the prospectus) for Certificates
with assumed base rates of net  investment  return of both 5% and 3 1/2% a year.
For each Valuation  Period after that date, it is the annuity unit value for the
immediately preceding Valuation Period multiplied by the adjusted Net Investment
Factor  under the  Certificate.  For each  Valuation  Period,  the  adjusted Net
Investment  Factor is equal to the Net Investment Factor reduced for each day in
the Valuation Period by:                                                        

o    .00013366  of the Net  Investment  Factor if the  assumed  base rate of net
investment return is 5% a year; or                                    

o    .00009425  of the Net  Investment  Factor if the  assumed  base rate of net
investment return is 3 1/2%.                                          

Because of this adjustment,  the annuity unit value rises and falls depending on
whether the actual rate of net investment return (after deduction of charges) is
higher or lower than the assumed base rate.                                     

All Certificates have a 5% assumed base rate of net investment return, except in
states where that rate is not permitted.  Annuity  payments  under  Certificates
with an assumed  base rate of 3 1/2% will at first be smaller  than those  under
Certificates   with  a  5%  assumed  base  rate.   Payments  under  the  3  1/2%
Certificates,  however,  will rise more rapidly when unit values are rising, and
payments  will fall more slowly when unit values are falling than those under 5%
Certificates.                                                                   

The amounts of variable annuity payments are determined as follows:             

Payments  normally start on the Business Day specified on your election form, or
on such other future date as specified  therein and are made on a monthly basis.
The first three payments are of equal amounts.  Each of the first three payments
will be based on the  amount  specified  in the  Tables  of  Guaranteed  Annuity
Payments in the Certificate.                                                    

The first  three  payments  depend on the  assumed  base rate of net  investment
return and the form of annuity  chosen  (and any fixed  period).  If the annuity
involved a life  contingency,  the risk class and the age of the annuitants will
affect payments.                                                                

The  amount of the  fourth and each later  payment  will vary  according  to the
investment  performance of the Investment  Funds.  Each monthly  payment will be
calculated by  multiplying  the number of annuity units  credited by the average
annuity unit value for the second calendar month  immediately  preceding the due
date of the  payment.  The number of units is  calculated  by dividing the first
monthly  payment  by the  annuity  unit  value for the  Valuation  Period  which
includes the due date of the first  monthly  payment.  The average  annuity unit
value is the average of the annuity unit values for the Valuation Periods ending
in that month.  Variable  income  annuities  may also be  available  by separate
prospectus through the Investment Funds of other separate accounts we offer.    

Illustration of Changes in Annuity Unit Values                                  

To show how we determine  variable annuity payments from month to month,  assume
that the Annuity Account Value on an Annuity Commencement Date is enough to fund
an annuity  with a monthly  payment of $363 and that the annuity  unit value for
the Valuation  Period that includes the due date of the first annuity payment is
$1.05.  The number of annuity units  credited under the contract would be 345.71
(363 divided by 1.05 = 345.71).                                                 

If the fourth  monthly  payment is due in March,  and the average  annuity  unit
value for January was $1.10,  the                                               

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annuity  payment  for  March  would be the  number of units  (345.71)  times the
average  annuity unit value  ($1.10),  or $380.28.  If the average  annuity unit
value was $1 in  February,  the annuity  payment for April would be 345.71 times
$1, or $345.71.                                                                 

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

PART 3 -- CUSTODIAN AND INDEPENDENT ACCOUNTANTS                                 

Equitable  Life is the  custodian for shares of each Trust owned by the Separate
Account.                                                                        

The financial  statements of the Separate Account for the periods ended December
31, 1997 and 1996, and the consolidated  financial  statements of Equitable Life
at December 31, 1997 and 1996 and for each of the three years ended December 31,
1997 included in the SAI have been audited by Price Waterhouse LLP.             

The financial  statements of the Separate Account for the periods ended December
31, 1997 and 1996, and the consolidated  financial  statements of Equitable Life
at December 31, 1997 and 1996 and for each of the three years ended December 31,
1997  included  in this SAI have been so  included in reliance on the reports of
Price Waterhouse LLP,  independent  accountants,  given on the authority of such
firm as experts in accounting and auditing.                                     

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

PART 4 -- ALLIANCE MONEY MARKET FUND, ALLIANCE  INTERMEDIATE  GOVERNMENT        
SECURITIES FUND AND ALLIANCE HIGH YIELD FUND YIELD INFORMATION            

Alliance Money Market Fund                                                      

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

The net change is then  reduced by the average  contract  fee factor  (explained
below). This reduction is made to recognize the deduction of the annual contract
fee, which is not reflected in the unit value. See "Annual Contract Fee" in Part
6 of the prospectus.                                                            

Accumulation  Unit Values  reflect all other  accrued  expenses of the  Alliance
Money  Market Fund but do not  reflect  the  distribution  fee,  the  withdrawal
charge, the GMD/GMIB Charge or any charges for applicable taxes such as state or
local premium taxes.                                                            

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

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

The effective yield is obtained by modifying the current yield to give effect to
the  compounding  nature of the Alliance  Money Market  Fund's  investments,  as
follows:  the  unannualized  adjusted base period return is compounded by adding
one to the adjusted base period return,  raising the sum to a power equal to 365
divided by 7, and subtracting one from the result, i.e., effective yield = (base
period  return +  1)[superscript:  365/7] - 1. The  Alliance  Money  Market Fund
yields will fluctuate  daily.  Accordingly,  yields for any given period are not
necessarily  representative  of  future  results.  In  addition,  the  value  of
Accumulation  Units of the  Alliance  Money Market Fund will  fluctuate  and not
remain constant.                                                                

Alliance Intermediate Government Securities Fund and Alliance High Yield Fund   

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

The net change is then  reduced by the average  contract  fee factor  (explained
below). This reduction is made to recognize the deduction of the annual contract
fee, which is not reflected in the unit value. See "Annual Contract Fee" in Part
6 of the prospectus.                                                            

Accumulation  Unit Values  reflect all other  accrued  expenses of the  Alliance
Intermediate  Government                                                        

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Securities or Alliance High Yield Fund but do not reflect the distribution  fee,
the withdrawal  charge, the GMDB/GMIB Charge or any charges for applicable taxes
such as state or local premium taxes.                                           

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

The actual  dollar  amount of the annual  contract fee that is deducted from the
Alliance  Intermediate  Government  Securities  or Alliance High Yield Fund will
vary for each  Certificate  depending upon the percentage of the Annuity Account
Value allocated to the Alliance  Intermediate  Government Securities or Alliance
High Yield  Fund.  To  determine  the effect of the annual  contract  fee on the
yield,  we start with the total dollar amounts of the charges  deducted from the
Fund during the 12-month  period  ending on the last day of the prior year.  The
amount is multiplied  by 30/365 to produce an average  contract fee factor which
is used in all 30-day  yield  computations  for the  ensuing  year.  The average
contract fee is then divided by the number of Accumulator Alliance  Intermediate
Government  Securities or Alliance High Yield Fund Accumulation  Units as of the
end of the prior calendar year, and the resulting  quotient is deducted from the
net change in Accumulation Unit Value for the 30-day period.                    

The effective yield is obtained by modifying the current yield to give effect to
the compounding  nature of the Alliance  Intermediate  Government  Securities or
Alliance High Yield Fund's investments,  as follows:  the unannualized  adjusted
base  period  return is  compounded  by adding one to the  adjusted  base period
return,  raising the sum to a power equal to 365 divided by 30, and  subtracting
one  from  the  result,  i.e.,  effective  yield  =  (base  period  return  + 1)
[superscript:  365/30] - 1. The yields for the Alliance Intermediate  Government
Securities  and Alliance  High Yield Funds will  fluctuate  daily.  Accordingly,
yields  for any  given  period  are not  necessarily  representative  of  future
results.  In  addition,  the  value of the  Accumulation  Units of the  Alliance
Intermediate  Government Securities and Alliance High Yield Funds will fluctuate
and not remain constant.                                                        

Alliance Money Market Fund, Alliance Intermediate Government Securities Fund and
Alliance  High Yield Fund Yield  Information                                    

The yields for the Alliance Money Market Fund, Alliance Intermediate  Government
Securities  Fund and  Alliance  High Yield  Fund  reflect  charges  that are not
normally reflected in the yields of other investments and therefore may be lower
when  compared  with yields of other  investments.  The yields for the  Alliance
Money Market Fund, Alliance Intermediate Government Securities Fund and Alliance
High Yield Fund should not be  compared to the return on fixed rate  investments
which guarantee rates of interest for specified  periods,  such as the Guarantee
Periods.  Nor should the yields be compared to the yields of money  market funds
or government securities funds made available to the general public.            

The seven-day current yield for the Alliance Money Market Fund was 5.35% for the
period ended December 31, 1997. The effective yield for that period was 5.49%.  

The 30-day  current yield for the Alliance  Intermediate  Government  Securities
Fund was 8.07% for the period ended December 31, 1997.  The effective  yield for
that period was 8.38%.                                                          

The  30-day current  yield for the  Alliance  High Yield Fund was 16.14% for the
period ended December 31, 1997. The effective yield for that period was 17.39%. 

Because the above yields  reflect the  deduction of Separate  Account  expenses,
including the annual contract fee, they are lower than the  corresponding  yield
figures  for  the  Alliance  Money  Market,   Alliance  Intermediate  Government
Securities and Alliance High Yield  Portfolios  which reflect only the deduction
of HRT-level expenses.                                                          

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

PART 5 -- LONG-TERM MARKET TRENDS                                               

As a tool for  understanding  how  different  investment  strategies  may affect
long-term  results,  it may be useful to  consider  the  historical  returns  on
different types of assets. The following charts present historical return trends
for various types of securities.  The information presented,  while not directly
related  to  the  performance  of the  Investment  Funds,  helps  to  provide  a
perspective on the potential  returns of different  asset classes over different
periods of time.  By  combining  this  information  with  knowledge  of personal
financial  needs  (e.g.,  the length of time until you  retire,  your  financial
requirements at retirement), you may be able to better determine how you wish to
allocate contributions among the Investment Funds.                              

Historically,   the  long-term  investment  performance  of  common  stocks  has
generally  been superior to that of long- or  short-term  debt  securities.  For
those investors who have many years until retirement,  or whose primary focus is
on long-term growth  potential and protection  against  inflation,  there may be
advantages  to allocating  some or all of their  Annuity  Account Value to those
Investment Funds that invest in stocks.                                         

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Growth of $1 Invested on January 1, 1957  
(Values are as of last business day)

[THE FOLLOWING DATA WAS REPRESENTED AS A                                        
SHADED AREA GRAPH IN THE TYPESET DOCUMENT:]                                     

Common Stock    Inflation                       
1957                 0.89         1.03                                    
1958                 1.28         1.05                                    
1959                 1.43         1.06                                    
1960                 1.44         1.08                                    
1961                 1.83         1.09                                    
1962                 1.67         1.10                                    
1963                 2.05         1.12                                    
1964                 2.38         1.13                                    
1965                 2.68         1.15                                    
1966                 2.41         1.19                                    
1967                 2.99         1.23                                    
1968                 3.32         1.29                                    
1969                 3.04         1.36                                    
1970                 3.16         1.44                                    
1971                 3.61         1.49                                    
1972                 4.30         1.54                                    
1973                 3.67         1.67                                    
1974                 2.70         1.88                                    
1975                 3.70         2.01                                    
1976                 4.58         2.11                                    
1977                 4.25         2.25                                    
1978                 4.53         2.45                                    
1979                 5.37         2.78                                    
1980                 7.11         3.12                                    
1981                 6.76         3.40                                    
1982                 8.20         3.54                                    
1983                10.05         3.67                                    
1984                10.68         3.81                                    
1985                14.11         3.96                                    
1986                16.72         4.00                                    
1987                17.60         4.18                                    
1988                20.55         4.36                                    
1989                27.03         4.57                                    
1990                26.17         4.85                                    
1991                34.16         4.99                                    
1992                36.78         5.14                                    
1993                40.46         5.28                                    
1994                40.99         5.42                                    
1995                56.33         5.56                                    
1996                69.33         5.74                                    
1997                92.44         5.85                                    

[WHITE AREA = COMMON STOCK]                                                     
[BLACK AREA = INFLATION]                                                        

[END OF GRAPHICALLY REPRESENTED DATA]                                           

Source:  Ibbotson Associates,  Inc. See discussion and information preceding and
following chart.                                                                

Over shorter periods of time, however,  common stocks tend to be subject to more
dramatic changes in value than fixed-income (debt) securities. Investors who are
nearing retirement age, or who have a need to limit short-term risk, may find it
preferable to allocate a smaller  percentage  of their Annuity  Account Value to
those  Investment  Funds  that  invest in common  stocks.  The  following  graph
illustrates the monthly  fluctuations in value of $1 based on monthly returns of
the  Standard & Poor's 500 during  1990,  a year that  represents  more  typical
volatility than 1997.                                                           

Growth of $1 Invested on January 1, 1990
(Values are as of last business day)

[THE FOLLOWING DATA WAS REPRESENTED AS A BLACK & WHITE LINE GRAPH               
IN THE TYPESET DOCUMENT:]                                                       

Intermediate-Term           
           Govt. Bonds               Common Stocks
1/1/90                      1.00                      1.00                  
Jan.                        0.99                      0.93                  
Feb.                        0.99                      0.94                  
Mar.                        0.99                      0.97                  
Apr.                        0.98                      0.95                  
May                         1.01                      1.04                  
June                        1.02                      1.03                  
July                        1.04                      1.03                  
Aug.                        1.03                      0.93                  
Sep.                        1.04                      0.89                  
Oct.                        1.06                      0.89                  
Nov.                        1.08                      0.94                  
Dec.                        1.10                      0.97                  

[BLACK DOTS = INTERMEDIATE-TERM GOVT. BONDS]                                    
[WHITE DOTS = COMMON STOCKS]                                                    

[END OF GRAPHICALLY REPRESENTED DATA]                                           

Source:  Ibbotson Associates,  Inc. See discussion and information preceding and
following chart.                                                                

The following  chart  illustrates  average  annual rates of return over selected
time periods between December 31, 1926 and December 31, 1997 for different types
of securities:  common stocks,  long-term government bonds,  long-term corporate
bonds,   intermediate-term   government  bonds  and  U.S.  Treasury  Bills.  For
comparison  purposes,  the  Consumer  Price  Index  is  shown  as a  measure  of
inflation.  The  average  annual  returns  shown in the  chart  reflect  capital
appreciation  and  assume  the  reinvestment  of  dividends  and  interest.   No
investment management fees or expenses, and no charges typically associated with
deferred annuity products, are reflected.                                       

The  information  presented is merely a summary of past experience for unmanaged
groups  of  securities  and is  neither  an  estimate  or  guarantee  of  future
performance.  Any  investment in securities,  whether  equity or debt,  involves
varying  degrees of potential  risk, in addition to offering  varying degrees of
potential reward.                                                               

The  rates of  return  illustrated  do not  represent  returns  of the  Separate
Account.  In  addition,  there  is no  assurance  that  the  performance  of the
Investment Funds will correspond to rates of return such as those illustrated in
the chart.                                                                      

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MARKET TRENDS:
 ILLUSTRATIVE ANNUAL RATES OF RETURN

                                                        [Enlarge/Download Table]


------------------------------------------------------------------------------------------------------
                                                       LONG-TERM  INTERMEDIATE-   U.S.                
FOR THE FOLLOWING PERIODS        COMMON    LONG-TERM   CORPORATE      TERM      TREASURY    CONSUMER  
ENDING 12/31/97:                 STOCKS   GOVT. BONDS    BONDS     GOVT. BONDS    BILLS    PRICE INDEX
------------------------------------------------------------------------------------------------------
                                                                                                      
    1 Year                       33.36%     15.85%      12.95%        8.38%       5.26%       1.92%   
    3 Years                      31.15%     14.76%      13.36%        8.93%       5.35%       2.59%   
    5 Years                      20.24%     10.51%       9.22%        6.40%       4.57%       2.64%   
   10 Years                      18.05%     11.32%      10.85%        8.33%       5.44%       3.43%   
   20 Years                      16.65%     10.39%      10.29%        9.51%       7.29%       4.90%   
   30 Years                      12.12%      8.63%       8.86%        8.52%       6.77%       5.34%   
   40 Years                      12.30%      6.71%       7.09%        7.10%       5.85%       4.44%   
   50 Years                      13.12%      5.70%       6.07%        6.04%       4.99%       3.94%   
   60 Years                      12.53%      5.31%       5.54%        5.44%       4.18%       4.11%   
Since 12/31/26                   10.99%      5.19%       5.71%        5.25%       3.77%       3.17%   
Inflation adjusted since 1926     7.58%      1.96%       2.46%        2.02%       0.58%         --    
------------------------------------------------------------------------------------------------------

SOURCE:  Ibbotson,  Roger G., and Rex A. Sinquefield,  Stocks, Bonds, Bills, and
Inflation  (SBBI),  1982,  updated in Stocks,  Bonds,  Bills and Inflation  1998
Yearbook,(TM) Ibbotson Associates, Inc., Chicago. All rights reserved.          

COMMON  STOCKS (S&P 500) -- Standard and Poor's  Composite  Index,  an unmanaged
weighted  index of the  stock  performance  of 500  industrial,  transportation,
utility and financial companies.                                                

LONG-TERM  GOVERNMENT BONDS -- Measured using a one-bond  portfolio  constructed
each year  containing a bond with  approximately  a  twenty-year  maturity and a
reasonably current coupon.                                                      

LONG-TERM  CORPORATE  BONDS  -- For the  period  1969-1997,  represented  by the
Salomon  Brothers  Long-Term,  High-Grade  Corporate Bond Index;  for the period
1946-1968,  the Salomon  Brothers  Index was backdated  using  Salomon  Brothers
monthly  yield data and a methodology  similar to that used by Salomon  Brothers
for  1969-1997;  for the period  1927-1945,  the  Standard  and  Poor's  monthly
High-Grade Corporate Composite yield data were used, assuming a 4 percent coupon
and a twenty-year maturity.                                                     

INTERMEDIATE-TERM   GOVERNMENT  BONDS  --  Measured  by  a  one-bond   portfolio
constructed each year containing a bond with approximately a five-year maturity.

U.S. TREASURY BILLS -- Measured by rolling over each month a one-bill  portfolio
containing,  at the  beginning  of each  month,  the bill  having  the  shortest
maturity not less than one month.                                               

INFLATION  --  Measured  by the  Consumer  Price  Index for all Urban  Consumers
(CPI-U), not seasonally adjusted.                                               

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

PART 6 -- FINANCIAL STATEMENTS                                                  

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

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

INDEX TO FINANCIAL STATEMENTS                                                   

                                                        [Enlarge/Download Table]
                                                                                                              
Report of Independent Accountants.......................................................................  FS-2
Financial Statements:                                                                                         
      Statements of Assets and Liabilities, December 31, 1997...........................................  FS-3
      Statements of Operations for the Year Ended December 31, 1997.....................................  FS-6
      Statements of Changes in Net Assets for the Years Ended December 31, 1997 and 1996................  FS-9
      Notes to Financial Statements..................................................................... FS-14

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS                                      

                                                        [Enlarge/Download Table]
                                                                                                            
Report of Independent Accountants....................................................................... F-1
Consolidated Financial Statements:                                                                          
   Consolidated Balance Sheets, December 31, 1997 and 1996.............................................. F-2
   Consolidated Statements of Earnings, Years Ended December 31, 1997, 1996 and 1995.................... F-3
   Consolidated Statements of Shareholder's Equity, Years Ended December 31, 1997,                          
     1996 and 1995...................................................................................... F-4
   Consolidated Statements of Cash Flows, Years Ended December 31, 1997, 1996 and 1995.................. F-5
   Notes to Consolidated Financial Statements........................................................... F-6

FS-1

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 REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of                                                    
The Equitable Life Assurance Society of the United States                       
and Contractowners of Separate Account No. 45                                   
of The Equitable Life Assurance Society of the United States                    

In our opinion,  the  accompanying  statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of the Alliance Money Market Fund,
Alliance  Intermediate  Government Securities Fund, Alliance High Yield Fund, T.
Rowe Price Equity Income Fund,  EQ/Putnam  Growth & Income Value Fund,  Alliance
Growth & Income  Fund,  Alliance  Equity Index Fund,  Merrill  Lynch Basic Value
Equity Fund,  Alliance  Common Stock Fund,  MFS Research Fund,  Alliance  Global
Fund,  Alliance  International  Fund,  T. Rowe Price  International  Stock Fund,
Morgan Stanley  Emerging  Markets Equity Fund,  Alliance  Aggressive Stock Fund,
Warburg  Pincus Small Company Value Fund,  Alliance  Small Cap Growth Fund,  MFS
Emerging Growth Companies Fund, Alliance Conservative  Investors Fund, EQ/Putnam
Balanced Fund,  Alliance Growth  Investors Fund and Merrill Lynch World Strategy
Fund,  separate  investment funds of The Equitable Life Assurance Society of the
United States  ("Equitable  Life") Separate  Account No. 45 at December 31, 1997
and the  results of each of their  operations  and  changes in each of their net
assets  for  the  periods  indicated  in  conformity  with  generally   accepted
accounting  principles.  These financial  statements are the  responsibility  of
Equitable  Life's  management;  our  responsibility  is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
financial  statements in accordance with generally  accepted auditing  standards
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates  made by management  and evaluating the overall
financial  statement  presentation.  We believe that our audits,  which included
confirmation  of shares  owned in The Hudson  River Trust and in The EQ Advisors
Trust at December 31, 1997 with the transfer agent,  provide a reasonable  basis
for the opinion expressed above.                                                

Price Waterhouse LLP                                                            
New York, New York                                                              
February 10, 1998                                                               

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

STATEMENTS OF ASSETS AND LIABILITIES                                            
DECEMBER 31, 1997                                                               

                                                        [Enlarge/Download Table]

                                                                   FIXED INCOME SERIES                                       
                                                   --------------------------------------------                              
                                                                    ALLIANCE                                                 
                                                    ALLIANCE      INTERMEDIATE                                               
                                                     MONEY         GOVERNMENT     ALLIANCE                                   
                                                     MARKET        SECURITIES       HIGH                                     
                                                      FUND            FUND       YIELD FUND                                  
                                                   -----------   -------------  ---------------                              
ASSETS                                                                                                                       
                                                                                                                             
Investments in shares of the Trusts --                                                                                       
  at market value (Note 1)                                                                                                   
       Cost:                 $82,037,124.......... $81,571,923                                                               
                              11,097,635..........               $11,119,574                                                 
                              19,330,287..........                              $18,544,101                                  
 Receivable (payable) for policy-related                                                                                     
   transactions...................................   2,903,327        50,563        662,782                                  
                                                   -----------   -----------   ------------                                  
Total Assets......................................  84,475,250    11,170,137     19,206,883                                  
                                                   -----------   -----------   ------------                                  

LIABILITIES                                                                                                                  
Payable (receivable) for the Trust shares                                                                                    
   purchased......................................   2,910,079        52,140        665,890                                  
Amount retained by Equitable Life in Separate                                                                                
   Account No. 45 (Note 5)........................     206,810        55,747         59,654                                  
                                                   -----------   -----------   ------------                                  
Total Liabilities.................................   3,116,889       107,887        725,544                                  
                                                   -----------   -----------   ------------                                  

NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS........ $81,358,361   $11,062,250    $18,481,339                                  
                                                   ===========   ===========   ============                                  



                                                                                      EQUITY SERIES                          
                                                   --------------------------------------------------------------------------
                                                                                                                  MERRILL    
                                                   T. ROWE PRICE     EQ/PUTNAM                      ALLIANCE       LYNCH     
                                                      EQUITY          GROWTH &       ALLIANCE        EQUITY     BASIC VALUE  
                                                       EQUITY      INCOME VALUE     GROWTH &         INDEX         EQUITY    
                                                    INCOME FUND        FUND         INCOME FUND       FUND          FUND     
                                                   -------------  --------------    -----------   -----------  --------------
ASSETS                                                                                                                       
                                                                                                                             
Investments in shares of the Trusts --                                                                                       
  at market value (Note 1)                                                                                                   
       Cost:                  18,007,458.......... $18,987,864                                                               
                              14,008,930..........                $14,200,058                                                
                              88,651,911..........                                $94,268,289                                
                                  99,286..........                                                $104,008                   
                               9,928,247..........                                                             $9,863,914    
Receivable (payable) for policy-related                                                                                      
   transactions...................................     105,202        186,146         809,151           (8)        34,834    
                                                   -----------    -----------     -----------    ---------     ----------    
Total Assets......................................  19,093,066     14,386,204      95,077,440      104,000      9,898,748    
                                                   -----------    -----------     -----------    ---------     ----------    

LIABILITIES                                                                                                                  
Payable (receivable) for the Trust shares                                                                                    
   purchased......................................     109,104        189,102         829,693           --         36,845    
Amount retained by Equitable Life in Separate                                                                                
   Account No. 45 (Note 5)........................      15,447         11,682         366,973        6,482          7,463    
                                                   -----------    -----------     -----------    ---------     ----------    
Total Liabilities.................................     124,551        200,784       1,196,666        6,482         44,308    
                                                   -----------    -----------     -----------    ---------     ----------    

NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS........ $18,968,515    $14,185,420     $93,880,774    $  97,518     $9,854,440    
                                                   ===========    ===========     ===========    =========     ==========    

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

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

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                
DECEMBER 31, 1997                                                               

                                                        [Enlarge/Download Table]

                                                                              EQUITY SERIES (CONTINUED)                 
                                                            ------------------------------------------------------------

                                                              ALLIANCE                                                  
                                                              COMMON              MFS        ALLIANCE        ALLIANCE   
                                                               STOCK           RESEARCH       GLOBAL       INTERNATIONAL
                                                                FUND             FUND          FUND            FUND     
                                                            ------------    ------------   ------------    -------------
ASSETS                                                                                                                  
                                                                                                                        
Investments in shares of the Trusts --                                                                                  
at market value (Note 1)                                                                                                
Cost:                       $297,090,529................... $320,541,976                                                
                              11,939,823...................                 $11,977,333                                 
                              38,334,848...................                                $38,090,450                  
                              18,748,095...................                                               $16,610,244   
Receivable (payable) for policy-related transactions.......    1,219,096         44,794        646,213         31,494   
                                                            ------------    -----------    -----------    -----------   
Total Assets...............................................  321,761,072     12,022,127     38,736,663     16,641,738   
                                                            ------------    -----------    -----------    -----------   

LIABILITIES                                                                                                             
Payable (receivable) for the Trust shares purchased........    1,275,113         47,322         83,460         68,383   
Amount retained by Equitable Life in Separate                                                                           
   Account No. 45 (Note 5).................................    1,176,309         10,019        143,534         90,013   
                                                            ------------    -----------    -----------    -----------   
Total Liabilities..........................................    2,451,422         57,341        226,994        158,396   
                                                            ------------    -----------    -----------    -----------   

NET ASSETS ATTRIBUTABLE TO CONTRACT  OWNERS................ $319,309,650    $11,964,786    $38,509,669    $16,483,342   
                                                            ============    ===========    ===========    ===========   



                                                                     EQUITY SERIES (CONTINUED)                          
                                                            -----------------------------------------                   
                                                                 T. ROWE     MORGAN                                     
                                                                  PRICE      STANLEY       ALLIANCE                     
                                                              INTERNATIONAL  EMERGING     AGGRESSIVE                    
                                                                  STOCK       MARKETS       STOCK                       
                                                                   FUND     EQUITY FUND      FUND                       
                                                            -------------  -----------  ------------                    
ASSETS                                                                                                                  
                                                                                                                        
Investments in shares of the Trusts --                                                                                  
at market value (Note 1)                                                                                                
Cost:                         13,205,929................... $12,628,951                                                 
                               2,479,420...................                 $2,241,138                                  
                             122,157,062...................                               $118,305,660                  
Receivable (payable) for policy-related transactions.......    (241,260)        14,961          55,012                  
                                                            -----------     ----------    ------------                  
Total Assets...............................................  12,387,691      2,256,099     118,360,672                  
                                                            -----------     ----------    ------------                  

LIABILITIES                                                                                                             
Payable (receivable) for the Trust shares purchased........    (238,550)        15,412          76,530                  
Amount retained by Equitable Life in Separate                                                                           
   Account No. 45 (Note 5).................................       9,534          1,594         456,464                  
                                                            -----------     ----------    ------------                  
Total Liabilities..........................................    (229,016)        17,006         532,994                  
                                                            -----------     ----------    ------------                  

NET ASSETS ATTRIBUTABLE TO CONTRACT  OWNERS................ $12,616,707     $2,239,093    $117,827,678                  
                                                            ===========     ==========    ============                  

-------------------------                                                       
See Notes to Financial Statements.                                              
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THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       
SEPARATE ACCOUNT NO. 45                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONCLUDED)                                
DECEMBER 31, 1997                                                               

                                                        [Enlarge/Download Table]

                                                                         EQUITY SERIES (CONTINUED)               
                                                           -----------------------------------------             
                                                             WARBURG                         MFS                 
                                                             PINCUS         ALLIANCE      EMERGING               
                                                              SMALL         SMALL CAP      GROWTH                
                                                             COMPANY         GROWTH       COMPANIES              
                                                            VALUE FUND        FUND           FUND                
                                                           -----------    -----------    -----------             
ASSETS                                                                                                           
                                                                                                                 
Investments in shares of the Trusts --                                                                           
at market value (Note 1)                                                                                         
Cost:                        $25,096,987.................. $24,796,551                                           
                              16,633,779..................                $16,289,343                            
                              12,205,272..................                               $11,946,078             
Receivable (payable) for policy-related transactions......     208,290        107,600         73,764             
                                                           -----------    -----------    -----------             
Total Assets..............................................  25,004,841     16,396,943     12,019,842             
                                                           -----------    -----------    -----------             

LIABILITIES                                                                                                      
Payable (receivable) for the Trust shares purchased.......     213,483        114,679         76,254             
Amount retained by Equitable Life in Separate                                                                    
   Account No. 45 (Note 5)................................      19,432         54,205          9,228             
                                                           -----------    -----------    -----------             
Total Liabilities.........................................     232,915        168,884         85,482             
                                                           -----------    -----------    -----------             

NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS................ $24,771,926    $16,228,059    $11,934,360             
                                                           ===========    ===========    ===========             


                                                                                 ASSET ALLOCATION SERIES         
                                                           ------------------------------------------------------
                                                                                                         MERRILL 
                                                             ALLIANCE                     ALLIANCE        LYNCH  
                                                           CONSERVATIVE    EQ/PUTNAM       GROWTH         WORLD  
                                                            INVESTORS      BALANCED      INVESTORS       STRATEGY
                                                               FUND          FUND           FUND           FUND  
                                                           ------------   ----------     ----------    ----------
ASSETS                                                                                                           
                                                                                                                 
Investments in shares of the Trusts --                                                                           
at market value (Note 1)                                                                                         
Cost:                         20,991,531.................. $21,474,276                                           
                               5,965,298..................                $6,038,880                             
                              64,675,197..................                              $66,360,908              
                               2,544,176..................                                             $2,415,053
Receivable (payable) for policy-related transactions......     146,316        76,680        120,470         9,748
                                                           -----------    ----------    -----------    ----------
Total Assets..............................................  21,620,592     6,115,560     66,481,378     2,424,801
                                                           -----------    ----------    -----------    ----------

LIABILITIES                                                                                                      
Payable (receivable) for the Trust shares purchased.......     149,280        77,927        132,026        10,238
Amount retained by Equitable Life in Separate                                                                    
   Account No. 45 (Note 5)................................     142,854         4,667        366,318         1,768
                                                           -----------    ----------    -----------    ----------
Total Liabilities.........................................     292,134        82,594        498,344        12,006
                                                           -----------    ----------    -----------    ----------

NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS................ $21,328,458    $6,032,966    $65,983,034    $2,412,795
                                                           ===========    ==========    ===========    ==========

-------------------------                                                       
See Notes to Financial Statements.                                              
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THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       
SEPARATE ACCOUNT NO. 45                                                         

STATEMENTS OF OPERATIONS                                                        
FOR THE YEAR ENDED DECEMBER 31, 1997                                            

                                                        [Enlarge/Download Table]

                                                                      FIXED INCOME SERIES                                   
                                                            --------------------------------------                          
                                                                            ALLIANCE                                        
                                                             ALLIANCE     INTERMEDIATE   ALLIANCE                           
                                                              MONEY        GOVERNMENT      HIGH                             
                                                              MARKET       SECURITIES     YIELD                             
                                                               FUND           FUND        FUND(A)                           
                                                            -----------    ----------   -----------                         
INCOME AND EXPENSES:                                                                                                        
                                                                                                                            
Investment Income (Note 2):                                                                                                 
   Dividends from the Trusts .............................. $ 2,767,636    $ 373,989    $   654,819                         
Expenses (Note 3):                                                                                                          
Asset based charges .......................................     445,521       70,280         53,671                         
                                                            -----------    ---------    -----------                         
NET INVESTMENT INCOME (LOSS) ..............................   2,322,115      303,709        601,148                         
                                                            -----------    ---------    -----------                         

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                                      
   INVESTMENTS (NOTE 2):                                                                                                    
Realized gain (loss) on investments .......................      59,011       12,754         76,963                         
Realized gain distribution from the Trusts ................       5,264           --        706,360                         
                                                            -----------    ---------    -----------                         
   Net Realized Gain (Loss) ...............................      64,275       12,754        783,323                         
                                                            -----------    ---------    -----------                         
Unrealized appreciation (depreciation) on                                                                                   
   investments                                                                                                              
Beginning of period .......................................    (197,899)     (36,715)            --                         
End of period .............................................    (465,201)      21,939       (786,186)                        
                                                            -----------    ---------    -----------                         
Change in unrealized appreciation (depreciation)                                                                            
during the period .........................................    (267,302)      58,654       (786,186)                        
                                                            -----------    ---------    -----------                         

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                                  
   INVESTMENTS ............................................    (203,027)      71,408         (2,863)                        
                                                            -----------    ---------    -----------                         
NET INCREASE IN NET ASSETS RESULTING FROM                                                                                   
   OPERATIONS ............................................. $ 2,119,088    $ 375,117    $   598,285                         
                                                            ===========    =========    ===========                         


                                                                                      EQUITY SERIES                         
                                                            --------------------------------------------------------------- 
                                                             T. ROWE                                             MERRILL    
                                                              PRICE       EQ/PUTNAM     ALLIANCE    ALLIANCE      LYNCH     
                                                              EQUITY       GROWTH &     GROWTH &     EQUITY     BASIC VALUE 
                                                              INCOME        INCOME       INCOME      INDEX        EQUITY    
                                                              FUND(A)       FUND(A)    VALUE FUND   FUND(A)       FUND(A)   
                                                            -----------    --------    ----------   --------    ----------- 
INCOME AND EXPENSES:                                                                                                        
                                                                                                                            
Investment Income (Note 2):                                                                                                 
   Dividends from the Trusts .............................. $  141,756   $    65,607   $    522,395    $    596    $ 49,960 
Expenses (Note 3):                                                                                                          
Asset based charges .......................................     62,938        44,334        617,639         409      29,450 
                                                            ----------   -----------   ------------    --------    -------- 
NET INVESTMENT INCOME (LOSS) ..............................     78,818        21,273        (95,244)        187      20,510 
                                                            ----------   -----------   ------------    --------    -------- 

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                                      
   INVESTMENTS (NOTE 2):                                                                                                    
Realized gain (loss) on investments .......................      2,121           963        707,686       1,022         711 
Realized gain distribution from the Trusts ................     52,414        53,683      5,306,878         370      47,068 
                                                            ----------   -----------   ------------    --------    -------- 
   Net Realized Gain (Loss) ...............................     54,535        54,646      6,014,564       1,392      47,779 
                                                            ----------   -----------   ------------    --------    -------- 
Unrealized appreciation (depreciation) on                                                                                   
   investments                                                                                                              
Beginning of period .......................................         --            --        764,236          --          -- 
End of period .............................................    980,406       191,128      5,616,378       4,722     (64,333)
                                                            ----------   -----------   ------------    --------    -------- 
Change in unrealized appreciation (depreciation)                                                                            
during the period .........................................    980,406       191,128      4,852,142       4,722     (64,333)
                                                            ----------   -----------   ------------    --------    -------- 

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                                  
   INVESTMENTS ............................................  1,034,941       245,774     10,866,706       6,114     (16,554)
                                                            ----------   -----------   ------------    --------    -------- 
NET INCREASE IN NET ASSETS RESULTING FROM                                                                                   
   OPERATIONS ............................................. $1,113,759   $   267,047   $ 10,771,462    $  6,301    $  3,956 
                                                            ==========   ===========   ============    ========    ======== 

-------------------------                                                       
(a) Commenced operations on May 1, 1997.                                        

See Notes to Financial Statements.                                              

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

STATEMENTS OF OPERATIONS (CONTINUED)                                            
FOR THE YEAR ENDED DECEMBER 31, 1997                                            

                                                        [Enlarge/Download Table]

                                                                        EQUITY SERIES (CONTINUED)                
                                                        ---------------------------------------------------------

                                                           ALLIANCE                                  ALLIANCE    
                                                            COMMON          MFS      ALLIANCE         INTER-     
                                                             STOCK       RESEARCH     GLOBAL         NATIONAL    
                                                             FUND         FUND(A)      FUND            FUND      
                                                        ------------    ----------  ------------  -----------    
INCOME AND EXPENSES:                                                                                             
                                                                                                                 
Investment Income (Note 2):                                                                                      
   Dividends from the Trusts .........................   $ 1,007,250    $ 25,364    $  662,565    $   454,446    
Expenses (Note 3):                                                                                               
Asset based charges ..................................     2,216,874      40,703       334,193        165,980    
                                                         -----------    --------    ----------    -----------    
NET INVESTMENT INCOME (LOSS) .........................    (1,209,624)    (15,339)      328,372        288,466    
                                                         -----------    --------    ----------    -----------    

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                           
   INVESTMENTS (NOTE 2):                                                                                         
Realized gain (loss) on investments ..................     3,442,671       1,227       423,327        259,996    
Realized gain distribution from the Trusts ...........    23,990,653     100,696     2,414,538        833,830    
                                                         -----------    --------    ----------    -----------    
   Net Realized Gain (Loss) ..........................    27,433,324     101,923     2,837,865      1,093,826    
Unrealized appreciation (depreciation) on investments:                                                           
Beginning of period ..................................     1,356,454          --       199,484         31,388    
End of period ........................................    23,451,447      37,510      (244,398)    (2,137,851)   
                                                         -----------    --------    ----------    -----------    
Change in unrealized appreciation (depreciation)                                                                 
   during the period .................................    22,094,993      37,510      (443,882)    (2,169,239)   
                                                         -----------    --------    ----------    -----------    

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                       
   INVESTMENTS .......................................    49,528,317     139,433     2,393,983     (1,075,413)   
                                                         -----------    --------    ----------    -----------    
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                             
   OPERATIONS ........................................   $48,318,693    $124,094    $2,722,355    $  (786,947)   
                                                         ===========    ========    ==========    ===========    


                                                               EQUITY SERIES (CONTINUED)                         
                                                        -------------------------------------                    
                                                          T. ROWE     MORGAN                                     
                                                           PRICE      STANLEY                                    
                                                           INTER-    EMERGING      ALLIANCE                      
                                                          NATIONAL    MARKETS     AGGRESSIVE                     
                                                           STOCK      EQUITY        STOCK                        
                                                          FUND(A)     FUND(B)        FUND                        
                                                        ----------   ---------   ------------                    
INCOME AND EXPENSES:                                                                                             
                                                                                                                 
Investment Income (Note 2):                                                                                      
   Dividends from the Trusts .........................  $   1,646    $   6,387    $   105,375                    
Expenses (Note 3):                                                                                               
Asset based charges ..................................     47,444        5,153        985,564                    
                                                        ---------    ---------    -----------                    
NET INVESTMENT INCOME (LOSS) .........................    (45,798)       1,234       (880,189)                   
                                                        ---------    ---------    -----------                    

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                           
   INVESTMENTS (NOTE 2):                                                                                         
Realized gain (loss) on investments ..................    (53,503)     (26,406)        61,253                    
Realized gain distribution from the Trusts ...........         --           --      9,818,273                    
                                                        ---------    ---------    -----------                    
   Net Realized Gain (Loss) ..........................    (53,503)     (26,406)     9,879,526                    
Unrealized appreciation (depreciation) on investments:                                                           
Beginning of period ..................................         --           --     (2,165,186)                   
End of period ........................................   (576,978)    (238,282)    (3,851,402)                   
                                                        ---------    ---------    -----------                    
Change in unrealized appreciation (depreciation)                                                                 
   during the period .................................   (576,978)    (238,282)    (1,686,216)                   
                                                        ---------    ---------    -----------                    

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                       
   INVESTMENTS .......................................   (630,481)    (264,688)     8,193,310                    
                                                        ---------    ---------    -----------                    
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                             
   OPERATIONS ........................................  $(676,279)   $(263,454)   $ 7,313,121                    
                                                        =========    =========    ===========                    

-------------------------                                                       
(a) Commenced operations on May 1, 1997.                                        

(b) Commenced operations on November 20, 1997.                                  

See Notes to Financial Statements.                                              

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

STATEMENTS OF OPERATIONS (CONCLUDED)                                            
FOR THE YEAR ENDED DECEMBER 31, 1997                                            

                                                        [Enlarge/Download Table]

                                                               EQUITY SERIES (CONTINUED)                   
                                                        -------------------------------------              
                                                          WARBURG                                          
                                                           PINCUS                     MFS                  
                                                           SMALL       ALLIANCE     EMERGING               
                                                          COMPANY      SMALL CAP     GROWTH                
                                                           VALUE        GROWTH     COMPANIES               
                                                          FUND(A)       FUND(A)      FUND(A)               
                                                        ---------    ----------   -----------              
INCOME AND EXPENSES:                                                                                       
                                                                                                           
Investment Income (Note 2):                                                                                
   Dividends from the Trusts .........................  $  21,393    $     773    $  22,515                
Expenses (Note 3):                                                                                         
Asset based charges ..................................     85,830       50,629       38,336                
                                                        ---------    ---------    ---------                
NET INVESTMENT INCOME (LOSS) .........................    (64,437)     (49,856)     (15,821)               
                                                        ---------    ---------    ---------                

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                     
   INVESTMENTS (NOTE 2):                                                                                   
Realized gain (loss) on investments ..................    228,992       62,796       52,672                
Realized gain distribution from the Trusts ...........    109,076      377,750      274,537                
                                                        ---------    ---------    ---------                
   Net Realized Gain (Loss) ..........................    338,068      440,546      327,209                
                                                                     ---------    ---------                

Unrealized appreciation (depreciation) on investments:                                                     
Beginning of period ..................................         --           --           --                
End of period ........................................   (300,436)    (344,436)    (259,194)               
                                                        ---------    ---------    ---------                
Change in unrealized appreciation (depreciation)                                                           
   during the period .................................   (300,436)    (344,436)    (259,194)               
                                                        ---------    ---------    ---------                

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                 
   INVESTMENTS .......................................     37,632       96,110       68,015                
                                                        ---------    ---------    ---------                
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                       
   OPERATIONS ........................................  $ (26,805)   $  46,254    $  52,194                
                                                        =========    =========    =========                


                                                                      ASSET ALLOCATION SERIES              
                                                        ---------------------------------------------------

                                                                                                  MERRILL  
                                                          ALLIANCE                  ALLIANCE       LYNCH   
                                                        CONSERVATIVE  EQ/PUTNAM      GROWTH        WORLD   
                                                         INVESTORS    BALANCED      INVESTORS     STRATEGY 
                                                            FUND       FUND(A)        FUND         FUND(A) 
                                                        ----------   ----------    -----------   ----------
INCOME AND EXPENSES:                                                                                       
                                                                                                           
Investment Income (Note 2):                                                                                
   Dividends from the Trusts .........................   $  647,522   $  69,781    $ 1,260,100    $ 10,682 
Expenses (Note 3):                                                                                         
Asset based charges ..................................      165,768      18,233        523,559       7,708 
                                                         ----------   ---------    -----------    -------- 
NET INVESTMENT INCOME (LOSS) .........................      481,754      51,548        736,541       2,974 
                                                         ----------   ---------    -----------    -------- 

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                     
   INVESTMENTS (NOTE 2):                                                                                   
Realized gain (loss) on investments ..................       49,147      (1,203)       187,731        (109)
Realized gain distribution from the Trusts ...........      638,548      46,731      3,432,867      24,328 
                                                         ----------   ---------    -----------    -------- 
   Net Realized Gain (Loss) ..........................      687,695      45,528      3,620,598      24,219 
                                                         ----------   ---------    -----------    -------- 

Unrealized appreciation (depreciation) on investments:                                                     
Beginning of period ..................................        4,651          --       (158,777)         -- 
End of period ........................................      482,745      73,582      1,685,711    (129,123)
                                                         ----------   ---------    -----------    -------- 
Change in unrealized appreciation (depreciation)                                                           
   during the period .................................      478,094      73,582      1,844,488    (129,123)
                                                         ----------   ---------    -----------    -------- 

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                 
   INVESTMENTS .......................................    1,165,789     119,110      5,465,086    (104,904)
                                                         ----------   ---------    -----------    -------- 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                       
   OPERATIONS ........................................   $1,647,543   $ 170,658    $ 6,201,627   $(101,930)
                                                         ==========   =========    ===========    =========

-------------------------                                                       
(a) Commenced operations on May 1, 1997.                                        

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS                                             
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                      FIXED INCOME SERIES:                 
                                                              ----------------------------------           

                                                                          ALLIANCE                         
                                                                     MONEY MARKET FUND                     
                                                              ------------------------------               
                                                                   1997            1996                    
                                                              -------------    -------------               

INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
                                                                                                           
   Net investment income ...................................  $   2,322,115    $     791,163               
   Net realized gain (loss) ................................         64,275           19,803               
   Change in unrealized appreciation /(depreciation)                                                       
      of investments .......................................       (267,302)        (165,897)              
                                                              -------------    -------------               

   Net increase in net assets from operations ..............      2,119,088          645,069               
                                                              -------------    -------------               
FROM CONTRACT OWNERS TRANSACTIONS:                                                                         
   Contributions and Transfers:                                                                            
      Contributions ........................................    137,532,670       95,681,367               
      Transfers from other Funds and Guaranteed Interest                                                   
         Account (Note 1) ..................................     55,819,439       19,687,669               
                                                              -------------    -------------               

         Total .............................................    193,352,109      115,369,036               
                                                              -------------    -------------               
      Benefit & other policy transaction ...................      1,577,365          198,356               
   Withdrawals and Transfers:                                                                              
      Withdrawal and administrative charges ................        618,083          514,843               
      Transfers to other Funds and Guaranteed Interest Rate                                                
         Account (Note 1) ..................................    144,167,408       87,121,388               
                                                              -------------    -------------               

         Total .............................................    146,362,856       87,834,587               
                                                              -------------    -------------               

   Net increase in net assets from Contract Owner                                                          
       transactions ........................................     46,989,253       27,534,449               
                                                              -------------    -------------               

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE                                               
   IN SEPARATE ACCOUNT 45 (NOTE 5) .........................        (46,770)         (17,582)              
                                                              -------------    -------------               
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                     
   CONTRACT OWNERS .........................................     49,061,571       28,161,936               
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                            
   CONTRACT OWNERS .........................................     32,296,790        4,134,854               
                                                              -------------    -------------               

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                  
   CONTRACT OWNERS .........................................  $  81,358,361    $  32,296,790               
                                                              =============    =============               


                                                                          FIXED INCOME SERIES:             
                                                              -------------------------------------------- 
                                                                                                ALLIANCE   
                                                                 ALLIANCE INTERMEDIATE         HIGH YIELD  
                                                               GOVERNMENT SECURITIES FUND        FUND(A)   
                                                              ----------------------------    ------------ 
                                                                  1997             1996            1997    
                                                              ------------    ------------    ------------ 

INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
                                                                                                           
   Net investment income ...................................  $    303,709    $    138,808    $    601,148 
   Net realized gain (loss) ................................        12,754         (21,067)        783,323 
   Change in unrealized appreciation /(depreciation)                                                       
      of investments .......................................        58,654         (41,524)       (786,186)
                                                              ------------    ------------    ------------ 

   Net increase in net assets from operations ..............       375,117          76,217         598,285 
                                                              ------------    ------------    ------------ 
FROM CONTRACT OWNERS TRANSACTIONS:                                                                         
   Contributions and Transfers:                                                                            
      Contributions ........................................     5,416,131       1,798,660      13,779,925 
      Transfers from other Funds and Guaranteed Interest                                                   
         Account (Note 1) ..................................     3,270,944       8,533,013      22,095,921 
                                                              ------------    ------------    ------------ 

         Total .............................................     8,687,075      10,331,673      35,875,846 
                                                              ------------    ------------    ------------ 
      Benefit & other policy transaction ...................       189,517          15,968         161,257 
   Withdrawals and Transfers:                                                                              
      Withdrawal and administrative charges ................       128,377          77,637          45,545 
      Transfers to other Funds and Guaranteed Interest Rate                                                
         Account (Note 1) ..................................     1,145,902       8,982,626      17,780,088 
                                                              ------------    ------------    ------------ 

         Total .............................................     1,463,796       9,076,231      17,986,890 
                                                              ------------    ------------    ------------ 

   Net increase in net assets from Contract Owner                                                          
       transactions ........................................     7,223,279       1,255,442      17,888,956 
                                                              ------------    ------------    ------------ 

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE                                               
   IN SEPARATE ACCOUNT NO. 45 (NOTE 5) .....................       (12,130)         (6,709)         (5,902)
                                                              ------------    ------------    ------------ 
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                     
   CONTRACT OWNERS .........................................     7,586,266       1,324,950      18,481,339 
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                            
   CONTRACT OWNERS .........................................     3,475,984       2,151,034              -- 
                                                              ------------    ------------    ------------ 

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                  
   CONTRACT OWNERS .........................................  $ 11,062,250    $  3,475,984    $ 18,481,339 
                                                              ============    ============    ============ 

-------------------------                                                       
(a) Commenced operations on May 1, 1997.                                        

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                          EQUITY SERIES:                                    
                                                                 ------------------------------                             

                                                                   T. ROWE         EQ/PUTNAM                                
                                                                 PRICE EQUITY       GROWTH &                                
                                                                    INCOME        INCOME VALUE                              
                                                                    FUND(A)         FUND(A)                                 
                                                                 --------------  --------------                             
                                                                      1997            1997                                  
                                                                 --------------  --------------                             

INCREASE (DECREASE) IN NET ASSETS:                                                                                          
FROM OPERATIONS:                                                                                                            
                                                                                                                            
   Net investment income (loss) ...............................  $     78,818    $     21,273                               
   Net realized gain (loss) ...................................        54,535          54,646                               
   Change in unrealized appreciation / (depreciation)                                                                       
      of investments ..........................................       980,406         191,128                               
                                                                 ------------    ------------                               

   Net increase in net assets from operations .................     1,113,759         267,047                               
                                                                 ------------    ------------                               
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                          
   Contributions and Transfers:                                                                                             
      Contributions ...........................................    13,813,772      10,975,199                               
      Transfers from other Funds and Guaranteed                                                                             
         Interest Account (Note 1) ............................     4,356,204       3,217,543                               
                                                                 ------------    ------------                               

         Total ................................................    18,169,976      14,192,742                               
                                                                 ------------    ------------                               
      Benefit & other policy transaction ......................        86,052          58,925                               
   Withdrawals and Transfers:                                                                                               
      Withdrawal and administrative charges ...................        40,797          32,578                               
      Transfers to other Funds and Guaranteed Interest                                                                      
         Rate Account (Note 1) ................................       183,349         180,506                               
                                                                 ------------    ------------                               
         Total ................................................       310,198         272,009                               
                                                                 ------------    ------------                               

   Net increase in net assets from Contract Owner                                                                           
      transactions ............................................    17,859,778      13,920,733                               
                                                                 ------------    ------------                               

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                             
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................        (5,022)         (2,360)                              
                                                                 ------------    ------------                               
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                      
   CONTRACT OWNERS ............................................    18,968,515      14,185,420                               
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                             
   CONTRACT OWNERS ............................................            --              --                               
                                                                 ------------    ------------                               

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                   
   CONTRACT OWNERS ............................................  $ 18,968,515    $ 14,185,420                               
                                                                 ============    ============                               


                                                                                       EQUITY SERIES:                       
                                                                 -----------------------------------------------------------

                                                                                                ALLIANCE                    
                                                                           ALLIANCE              EQUITY       MERRILL LYNCH 
                                                                        GROWTH & INCOME           INDEX        BASIC VALUE  
                                                                             FUND                FUND(A)     EQUITY FUND(A) 
                                                                 ---------------------------   ----------    ---------------
                                                                      1997          1996          1997            1997      
                                                                 ------------   ------------   ----------    ---------------

INCREASE (DECREASE) IN NET ASSETS:                                                                                          
FROM OPERATIONS:                                                                                                            
                                                                                                                            
   Net investment income (loss) ...............................  $    (95,244)   $     64,283    $    187    $     20,510   
   Net realized gain (loss) ...................................     6,014,564         693,777       1,392          47,779   
   Change in unrealized appreciation / (depreciation)                                                                       
      of investments ..........................................     4,852,142         698,407       4,722         (64,333)  
                                                                 ------------    ------------    --------    ------------   

   Net increase in net assets from operations .................    10,771,462       1,456,467       6,301           3,956   
                                                                 ------------    ------------    --------    ------------   
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                          
   Contributions and Transfers:                                                                                             
      Contributions ...........................................    58,696,016       6,251,620      77,031       8,075,199   
      Transfers from other Funds and Guaranteed                                                                             
         Interest Account (Note 1) ............................    16,269,895       6,040,990      15,328       1,941,071   
                                                                 ------------    ------------    --------    ------------   

         Total ................................................    74,965,911      12,292,610      92,359      10,016,270   
                                                                 ------------    ------------    --------    ------------   
      Benefit & other policy transaction ......................     1,455,357         130,199          --           9,691   
   Withdrawals and Transfers:                                                                                               
      Withdrawal and administrative charges ...................       425,279          31,991          --          17,792   
      Transfers to other Funds and Guaranteed Interest                                                                      
         Rate Account (Note 1) ................................     4,907,606         342,494          --         137,464   
                                                                 ------------    ------------    --------    ------------   
         Total ................................................     6,788,242         504,684          --         164,947   
                                                                 ------------    ------------    --------    ------------   

   Net increase in net assets from Contract Owner                                                                           
      transactions ............................................    68,177,669      11,787,926      92,359       9,851,323   
                                                                 ------------    ------------    --------    ------------   

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                             
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................       (94,285)        (27,565)     (1,142            (839)  
                                                                 ------------    ------------    --------    ------------   
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                      
   CONTRACT OWNERS ............................................    78,854,846      13,216,828      97,518       9,854,440   
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                             
   CONTRACT OWNERS ............................................    15,025,928       1,809,100          --              --   
                                                                 ------------    ------------    --------    ------------   

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                   
   CONTRACT OWNERS ............................................  $ 93,880,774    $ 15,025,928    $ 97,518    $  9,854,440   
                                                                 ============    ============    ========    ============   

-------------------------                                                       
(a)  Commenced operations on  May 1, 1997.                                      

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                              EQUITY SERIES (CONTINUED):                     
                                                                  ------------------------------------------------           
                                                                                                      MFS                    
                                                                             ALLIANCE              RESEARCH                  
                                                                        COMMON STOCK FUND           FUND(A)                  
                                                                  ----------------------------    ------------               
                                                                      1997            1996              1997                 
                                                                  ------------    ------------    ------------               

INCREASE (DECREASE) IN NET ASSETS:                                                                                           
FROM OPERATIONS:                                                                                                             
                                                                                                                             
   Net investment income (loss) ...............................  $  (1,209,624)   $    (42,865)   $    (15,339)              
   Net realized gain (loss) ...................................     27,433,324       6,011,054         101,923               
   Change in unrealized appreciation / (depreciation)                                                                        
      of investments ..........................................     22,094,993       1,504,011          37,510               
                                                                 -------------    ------------    ------------               

   Net increase (decrease) in net assets from operations ......     48,318,693       7,472,200         124,094               
                                                                 -------------    ------------    ------------               
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                           
   Contributions and Transfers:                                                                                              
      Contributions ...........................................    175,880,351      36,558,323       9,502,168               
      Transfers from other Funds and Guaranteed                                                                              
         Interest Account (Note 1) ............................     61,077,537      34,378,499       2,602,553               
                                                                 -------------    ------------    ------------               

         Total ................................................    236,957,888      70,936,822      12,104,721               
                                                                 -------------    ------------    ------------               
      Benefit & other policy transaction ......................      4,271,079         427,323          28,630               
   Withdrawals and Transfers:                                                                                                
      Withdrawal and administrative charges ...................      1,459,175         290,642          23,738               
      Transfers to other Funds and Guaranteed Interest                                                                       
         Rate Account (Note 1) ................................     35,438,036       8,933,676         209,610               
                                                                 -------------    ------------    ------------               
         Total ................................................     41,168,290       9,651,641         261,978               
                                                                 -------------    ------------    ------------               

   Net increase in net assets from Contract Owner                                                                            
      transactions ............................................    195,789,598      61,285,181      11,842,743               
                                                                 -------------    ------------    ------------               

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                              
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................       (305,436)        (85,006)         (2,051)              
                                                                 -------------    ------------    ------------               
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                       
   CONTRACT OWNERS ............................................    243,802,855      68,672,375      11,964,786               
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                              
   CONTRACT OWNERS ............................................     75,506,795       6,834,420              --               
                                                                 -------------    ------------    ------------               

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                    
   CONTRACT OWNERS ............................................  $ 319,309,650    $ 75,506,795    $ 11,964,786               
                                                                 =============    ============    ============               


                                                                                   EQUITY SERIES (CONTINUED):                
                                                                 ------------------------------------------------------------

                                                                           ALLIANCE                         ALLIANCE         
                                                                         GLOBAL FUND                  INTERNATIONAL FUND     
                                                                 ----------------------------    ----------------------------
                                                                      1997           1996            1997             1996   
                                                                 ------------    ------------    ------------    ------------

INCREASE (DECREASE) IN NET ASSETS:                                                                                           
FROM OPERATIONS:                                                                                                             
                                                                                                                             
   Net investment income (loss) ...............................  $    328,372    $     88,313    $    288,466    $    53,333 
   Net realized gain (loss) ...................................     2,837,865         543,216       1,093,826        234,294 
   Change in unrealized appreciation / (depreciation)                                                                        
      of investments ..........................................      (443,882)        184,372      (2,169,239)        16,354 
                                                                 ------------    ------------    ------------    ----------- 

   Net increase (decrease) in net assets from operations ......     2,722,355         815,901        (786,947)       303,981 
                                                                 ------------    ------------    ------------    ----------- 
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                           
   Contributions and Transfers:                                                                                              
      Contributions ...........................................    20,384,580       9,199,245       9,574,522      3,782,377 
      Transfers from other Funds and Guaranteed                                                                              
         Interest Account (Note 1) ............................     7,792,945       6,255,073      18,180,472      5,791,839 
                                                                 ------------    ------------    ------------    ----------- 

         Total ................................................    28,177,525      15,454,318      27,754,994      9,574,216 
                                                                 ------------    ------------    ------------    ----------- 
      Benefit & other policy transaction ......................       621,118          70,774         341,327         38,451 
   Withdrawals and Transfers:                                                                                                
   Withdrawal and administrative charges ......................       155,169          36,757          97,083         75,353 
      Transfers to other Funds and Guaranteed Interest                                                                       
         Rate Account (Note 1) ................................     6,961,429       1,836,433      18,593,662      1,979,003 
                                                                 ------------    ------------    ------------    ----------- 
         Total ................................................     7,737,716       1,943,964      19,032,072      2,092,807 
                                                                 ------------    ------------    ------------    ----------- 

   Net increase in net assets from Contract Owner                                                                            
      transactions ............................................    20,439,809      13,510,354       8,722,922      7,481,409 
                                                                 ------------    ------------    ------------    ----------- 

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                              
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................       (28,799)        (18,054)        (36,637)       (11,874)
                                                                 ------------    ------------    ------------    ----------- 
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                       
   CONTRACT OWNERS ............................................    23,133,365      14,308,201       7,899,338      7,773,516 
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                              
   CONTRACT OWNERS ............................................    15,376,304       1,068,103       8,584,004        810,488 
                                                                 ------------    ------------    ------------    ----------- 

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                    
   CONTRACT OWNERS ............................................  $ 38,509,669    $ 15,376,304    $ 16,483,342    $ 8,584,004 
                                                                 ============    ============    ============    =========== 

-------------------------                                                       
(a)  Commenced operations on May 1, 1997.                                       

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                                     EQUITY SERIES (CONTINUED):                  
                                                                 ----------------------------------------------------------------
                                                                    T. ROWE         MORGAN                                       
                                                                     PRICE          STANLEY                                      
                                                                     INTER-        EMERGING                                      
                                                                    NATIONAL       MARKETS                 ALLIANCE              
                                                                     STOCK         EQUITY               AGGRESSIVE STOCK         
                                                                     FUND(A)       FUND(B)                   FUND                
                                                                 -------------   -----------   --------------------------------  
                                                                      1997           1997            1997            1996        
                                                                 -------------   -----------   --------------   ---------------  

INCREASE (DECREASE) IN NET ASSETS:                                                                                               
FROM OPERATIONS:                                                                                                                 
                                                                                                                                 
   Net investment income ......................................  $    (45,798)   $     1,234    $    (880,189)   $   (121,400)   
   Net realized gain (loss) ...................................       (53,503)       (26,406)       9,879,526       4,080,335    
   Change in unrealized appreciation / (depreciation)                                                                            
      of investments ..........................................      (576,978)      (238,282)      (1,686,216)     (1,995,216)   
                                                                 ------------    -----------    -------------    ------------    

   Net increase (decrease) in net assets from operations ......      (676,279)      (263,454)       7,313,121       1,963,719    
                                                                 ------------    -----------    -------------    ------------    
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                               
   Contributions and Transfers:                                                                                                  
      Contributions ...........................................     9,658,570      1,617,148       66,019,813      22,776,845    
      Transfers from other Funds and Guaranteed                                                                                  
         Interest Account (Note 1) ............................     5,113,170        889,247       17,726,363      20,452,746    
                                                                 ------------    -----------    -------------    ------------    

         Total ................................................    14,771,740      2,506,395       83,746,176      43,229,591    
                                                                 ------------    -----------    -------------    ------------    
      Benefit & other policy transaction ......................        37,224             --        1,854,804         245,070    
   Withdrawals and Transfers:                                                                                                    
      Withdrawal and administrative charges ...................        22,024            394          482,491          90,356    
      Transfers to other Funds and Guaranteed                                                                                    
         Interest Rate Account (Note 1) .......................     1,416,476          2,488       11,669,668       7,099,325    
                                                                 ------------    -----------    -------------    ------------    

         Total ................................................     1,475,724          2,882       14,006,963       7,434,751    
                                                                 ------------    -----------    -------------    ------------    

   Net increase in net assets from Contract Owner                                                                                
      transactions ............................................    13,296,016      2,503,513       69,739,213      35,794,840    
                                                                 ------------    -----------    -------------    ------------    

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                                  
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................        (3,030)          (966)        (111,908)        (33,503)   
                                                                 ------------    -----------    -------------    ------------    
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                           
   CONTRACT OWNERS ............................................    12,616,707      2,239,093       76,940,426      37,725,056    
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                                  
   CONTRACT OWNERS ............................................            --             --       40,887,252       3,162,196    
                                                                 ------------    -----------    -------------    ------------    
NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                        
   CONTRACT OWNERS ............................................  $ 12,616,707    $ 2,239,093    $ 117,827,678    $ 40,887,252    
                                                                 ============    ===========    =============    ============    


                                                                             EQUITY SERIES (CONTINUED):                          
                                                                 ------------------------------------------------                

                                                                       WARBURG                          MFS                      
                                                                    PINCUS SMALL     ALLIANCE        EMERGING                    
                                                                      COMPANY       SMALL  CAP        GROWTH                     
                                                                       VALUE          GROWTH         COMPANIES                   
                                                                      FUND(A)         FUND(A)         FUND(A)                    
                                                                  ------------   -------------   ----------------                
                                                                       1997           1997            1997                       
                                                                  ------------   -------------   ----------------                

INCREASE (DECREASE) IN NET ASSETS:                                                                                               
FROM OPERATIONS:                                                                                                                 
                                                                                                                                 
   Net investment income ......................................  $    (64,437)   $    (49,856)   $    (15,821)                   
   Net realized gain (loss) ...................................       338,068         440,546         327,209                    
   Change in unrealized appreciation / (depreciation)                                                                            
      of investments ..........................................      (300,436)       (344,436)       (259,194)                   
                                                                 ------------    ------------    ------------                    

   Net increase (decrease) in net assets from operations ......       (26,805)         46,254          52,194                    
                                                                 ------------    ------------    ------------                    
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                               
   Contributions and Transfers:                                                                                                  
      Contributions ...........................................    17,791,841      12,116,331       9,607,211                    
      Transfers from other Funds and Guaranteed                                                                                  
         Interest Account (Note 1) ............................    11,695,862       5,602,864       3,864,604                    
                                                                 ------------    ------------    ------------                    

         Total ................................................    29,487,703      17,719,195      13,471,815                    
                                                                 ------------    ------------    ------------                    
      Benefit & other policy transaction ......................       134,692          20,842          45,537                    
   Withdrawals and Transfers:                                                                                                    
   Withdrawal and administrative charges ......................        23,284           8,570          14,345                    
      Transfers to other Funds and Guaranteed                                                                                    
         Interest Rate Account (Note 1) .......................     4,520,417       1,504,600       1,527,808                    
                                                                 ------------    ------------    ------------                    

         Total ................................................     4,678,393       1,534,012       1,587,690                    
                                                                 ------------    ------------    ------------                    

   Net increase in net assets from Contract Owner                                                                                
      transactions ............................................    24,809,310      16,185,183      11,884,125                    
                                                                 ------------    ------------    ------------                    

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                                  
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................       (10,579)         (3,378)         (1,959)                   
                                                                 ------------    ------------    ------------                    
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                           
   CONTRACT OWNERS ............................................    24,771,926      16,228,059      11,934,360                    
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                                  
   CONTRACT OWNERS ............................................            --              --              --                    
                                                                 ------------    ------------    ------------                    
NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                        
   CONTRACT OWNERS ............................................  $ 24,771,926    $ 16,228,059    $ 11,934,360                    
                                                                 ============    ============    ============                    

-------------------------                                                       
(a)  Commenced operations on May 1, 1997.                                       
(b)  Commenced operations on November 20, 1997.                                 

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS (CONCLUDED)                                 
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                      ASSET ALLOCATION SERIES:            
                                                           -------------------------------------------    
                                                                         ALLIANCE          EQ/PUTNAM      
                                                                       CONSERVATIVE        BALANCED       
                                                                      INVESTORS FUND        FUND(A)       
                                                           ---------------------------    -----------    -
                                                                1997            1996          1997        
                                                           ------------    -----------    -----------     

INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
                                                                                                          
   Net investment income ................................  $    481,754    $   193,429    $    51,548     
   Net realized gain (loss) .............................       687,695        154,966         45,528     
   Change in unrealized appreciation / (depreciation)                                                     
      of investments ....................................       478,094        (12,221)        73,582     
                                                            -----------    -----------    -----------     

   Net increase (decrease) in net assets from  operations     1,647,543        336,174        170,658     
                                                           ------------    -----------    -----------     
FROM CONTRACT OWNERS TRANSACTIONS:                                                                        
   Contributions and Transfers:                                                                           
      Contributions .....................................    10,862,780      3,977,495      4,294,496     
      Transfers from other Funds and Guaranteed                                                           
         Interest Account (Note 1) ......................     3,151,066      2,837,790      1,721,220     
                                                           ------------    -----------    -----------     

         Total ..........................................    14,013,846      6,815,285      6,015,716     
                                                           ------------    -----------    -----------     
      Benefit & other policy transaction ................       567,547         60,271         17,533     
   Withdrawals and Transfers:                                                                             
      Withdrawal and administrative charges .............       138,461        100,314         15,293     
      Transfers to other Funds and Guaranteed                                                             
         Interest Rate Account (Note 1) .................     1,428,179        814,338        120,099     
                                                           ------------    -----------    -----------     
         Total ..........................................     2,134,187        974,923        152,925     
                                                           ------------    -----------    -----------     

   Net increase in net assets from Contract Owner                                                         
      transactions ......................................    11,879,659      5,840,362      5,862,791     
                                                           ------------    -----------    -----------     
NET DECREASE (INCREASE) IN AMOUNT RETAINED BY                                                             
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5) ...       (57,026)       (12,633)          (483)    
                                                           ------------    -----------    -----------     
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                    
   CONTRACT OWNERS ......................................    13,470,176      6,163,903      6,032,966     
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                           
   CONTRACT OWNERS ......................................     7,858,282      1,694,379             --     
                                                           ------------    -----------    -----------     

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                 
   CONTRACT OWNERS ......................................  $ 21,328,458    $ 7,858,282    $ 6,032,966     
                                                           ============    ===========    ===========     


                                                                       ASSET ALLOCATION SERIES:           
                                                           ---------------------------------------------- 
                                                                         ALLIANCE           MERRILL LYNCH 
                                                                          GROWTH           WORLD STRATEGY 
                                                                      INVESTORS FUND           FUND(A)    
                                                           ----------------------------    -------------- 
                                                                1997           1996            1997       
                                                           ------------    ------------    ------------   

INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
                                                                                                          
   Net investment income ................................  $    736,541    $    218,025    $     2,974    
   Net realized gain (loss) .............................     3,620,598       1,601,901         24,219    
   Change in unrealized appreciation / (depreciation)                                                     
      of investments ....................................     1,844,488        (197,988)      (129,123)   
                                                           ------------    ------------    -----------    

   Net increase (decrease) in net assets from  operations     6,201,627       1,621,938       (101,930)   
                                                           ------------    ------------    -----------    
FROM CONTRACT OWNERS TRANSACTIONS:                                                                        
   Contributions and Transfers:                                                                           
      Contributions .....................................    32,084,069      11,004,121      2,043,811    
      Transfers from other Funds and Guaranteed                                                           
         Interest Account (Note 1) ......................     7,981,423       9,331,901        561,601    
                                                           ------------    ------------    -----------    

         Total ..........................................    40,065,492      20,336,022      2,605,412    
                                                           ------------    ------------    -----------    
      Benefit & other policy transaction ................     1,014,211         206,468          3,514    
   Withdrawals and Transfers:                                                                             
      Withdrawal and administrative charges .............       421,582         228,021          2,597    
      Transfers to other Funds and Guaranteed                                                             
         Interest Rate Account (Note 1) .................     2,744,848       1,177,040         84,455    
                                                           ------------    ------------    -----------    
         Total ..........................................     4,180,641       1,611,529         90,566    
                                                           ------------    ------------    -----------    

   Net increase in net assets from Contract Owner                                                         
      transactions ......................................    35,884,851      18,724,493      2,514,846    
                                                           ------------    ------------    -----------    
NET DECREASE (INCREASE) IN AMOUNT RETAINED BY                                                             
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5) ...      (111,839)        (32,214)          (121)   
                                                           ------------    ------------    -----------    
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                    
   CONTRACT OWNERS ......................................    41,974,639      20,314,217      2,412,795    
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                           
   CONTRACT OWNERS ......................................    24,008,395       3,694,178             --    
                                                           ------------    ------------    -----------    

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                 
   CONTRACT OWNERS ......................................  $ 65,983,034    $ 24,008,395    $ 2,412,795    
                                                           ============    ============    ===========    

-------------------------                                                       
(a)  Commenced operations on May 1, 1997.                                       

See Notes to Financial Statements.                                              

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

1.    General                                                                   

      The Equitable Life Assurance Society of the United States (Equitable Life)
      Separate  Account No. 45 (the  Account) is organized as a unit  investment
      trust, a type of investment company, and is registered with the Securities
      and Exchange  Commission  under the  Investment  Company Act of 1940 ("the
      1940 Act"). The Account consists of 22 investment funds (Funds):  Alliance
      Money Market  Fund,  Alliance  Intermediate  Government  Securities  Fund,
      Alliance  High Yield Fund,  T. Rowe Price Equity  Income  Fund,  EQ/Putnam
      Growth & Income Value Fund, Alliance Growth & Income Fund, Alliance Equity
      Index Fund,  Merrill Lynch Basic Value Equity Fund,  Alliance Common Stock
      Fund,  MFS Research Fund,  Alliance  Global Fund,  Alliance  International
      Fund, T. Rowe Price  International  Stock Fund,  Morgan  Stanley  Emerging
      Markets Equity Fund,  Alliance Aggressive Stock Fund, Warburg Pincus Small
      Company Value Fund,  Alliance Small Cap Growth Fund,  MFS Emerging  Growth
      Companies Fund, Alliance  Conservative  Investors Fund, EQ/Putnam Balanced
      Fund,  Alliance  Growth  Investors  Fund and Merrill Lynch World  Strategy
      Fund.  The assets in each Fund are  invested in shares of a  corresponding
      portfolio  (Portfolio)  of a mutual  fund,  Class IA and IB  shares of The
      Hudson  River Trust (HRT) or Class IB shares of EQ Advisors  Trust  (EQAT)
      (collectively  known as the  Trusts).  Class IB shares are  offered by the
      Funds at net asset  value and are  subject to  distribution  fees  imposed
      under a  distribution  plan adopted  pursuant to Rule 12b-1 under the 1940
      Act. Class IA shares of HRT continue to be purchased by contracts in-force
      prior to May 1,  1997.  The Trusts are  open-end,  diversified  management
      investment  companies  that  sell  its  shares  to  separate  accounts  of
   insurance companies. Each Portfolio has separate investment objectives.

      The Account is used to fund benefits for the Income Manager Accumulator, a
      non-qualified  deferred variable annuity, which combines the Portfolios in
      the Account with  guaranteed  fixed rate options,  and the Income  Manager
      Rollover IRA, which offers the same investment  options as the Accumulator
      for the qualified market. The Income Manager Accumulator is also available
      for  purchase by certain  types of  qualified  plans.  The Income  Manager
      Accumulator and the Income Manager Rollover IRA,  collectively referred to
      as the Contracts, are offered under group and individual variable deferred
annuity forms.                                                      

      All Contracts are issued by Equitable  Life. The assets of the Account are
      the  property of Equitable  Life.  However,  the portion of the  Account's
      assets   attributable  to  the  Contracts  will  not  be  chargeable  with
     liabilities arising out of any other business Equitable Life may conduct.

      Contract owners may allocate amounts in their  individual  accounts to the
      Funds  of the  Account,  and/or  to the  guaranteed  interest  account  of
      Equitable Life's General Account,  and/or to other Separate Accounts.  The
      net assets of any Fund of the Account  may not be less than the  aggregate
      of the contract owners' accounts allocated to that Fund. Additional assets
      are set aside in  Equitable  Life's  General  Account to provide for other
policy benefits, as required under the state insurance law.         

2.    Significant Accounting Policies                                           

      The  accompanying  financial  statements  are prepared in conformity  with
      generally  accepted  accounting  principles  (GAAP).  The  preparation  of
      financial  statements in conformity with GAAP requires  management to make
      estimates and assumptions  that affect the reported  amounts of assets and
      liabilities  and  disclosure of contingent  assets and  liabilities at the
      date of the financial  statements and the reported amounts of revenues and
      expenses  during the reporting  period.  Actual  results could differ from
those estimates.                                                    

      Investments  are made in shares  of the  Trust  and are  valued at the net
      asset values per share of the respective  Portfolios.  The net asset value
      is  determined  by the  Trust  using  the  market  or  fair  value  of the
underlying assets of the Portfolio less liabilities.                

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

      No  Federal  income  tax based on net income or  realized  and  unrealized
      capital gains is currently  applicable to Contracts  participating  in the
      Account by reason of applicable  provisions  of the Internal  Revenue Code
      and no Federal  income tax payable by Equitable Life is expected to affect
      the unit value of Contracts participating in the Account.  Accordingly, no
provision for income taxes is required.                             

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

3.    Asset Charges                                                             

      Charges  are made  directly  against the net assets of the Account and are
      reflected  daily in the  computation  of the unit values of the Contracts.
      Under the  Contracts,  Equitable  Life charges for  mortality  and expense
      risks at an annual rate of 0.90% of daily net assets.  In addition,  asset
      based administrative  charges are also charged to the account at an annual
      rate of 0.25% of daily net  assets.  The  charges  may be  retained in the
      Account by Equitable Life and participate in the net investment results of
      the  Trusts.  The  aggregate  of  these  charges  may not  exceed  a total
      effective  annual  rate of 1.15% of daily net  assets.  Trust  shares  are
      valued at their net asset value with  investment  advisory  or  management
      fees, the 12b-1 fee, and other expenses of the Trust, in effect, passed on
      to the  Account  and  reflected  in the  accumulation  unit  values of the
Contracts.                                                          

4.    Contributions, Transfers and Charges:                                     

      Net  accumulation  units issued and redeemed during the periods  indicated
were:                                                                           

                                                        [Enlarge/Download Table]

                                                                        DECEMBER 31,          DECEMBER 31,    
                                                                            1997                  1996        
                                                                      ------------------   -------------------
ALLIANCE MONEY MARKET FUND                                                        (IN THOUSANDS)              
------------------------------------------                                                                    
                                                                                                              
 Class A        Net Issued...........................................           --               1,128        
                Net Redeemed.........................................        (374)                  --        
 Class B        Net Issued...........................................        1,972                  --        

ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES FUND                                                              
------------------------------------------------                                                              
 Class A        Net Issued...........................................          161                  92        
 Class B        Net Issued...........................................          345                  --        

ALLIANCE HIGH YIELD FUND                                                                                      
------------------------------------                                                                          
 Class A        Net Issued...........................................           98                  --        
 Class B        Net Issued...........................................          505                  --        

T. ROWE PRICE EQUITY INCOME FUND (A)                                                                          
------------------------------------------------                                                              
 Class B        Net Issued...........................................        1,565                  --        

EQ/PUTNAM GROWTH & INCOME VALUE FUND (A)                                                                      
------------------------------------------------                                                              
 Class B        Net Issued...........................................        1,230                  --        

ALLIANCE GROWTH & INCOME FUND                                                                                 
----------------------------------------------                                                                
 Class A        Net Issued...........................................        2,377                 905        
 Class B        Net Issued...........................................        1,829                  --        

-----------------------                     
(a) Commenced Operations on May 1, 1997.    

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SEPARATE ACCOUNT NO. 45                                                         

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

4.    Contributions, Transfers and Charges (Continued):                         

      Net  accumulation  units issued and redeemed during the periods  indicated
were:                                                               

                                                        [Enlarge/Download Table]

                                                                     DECEMBER 31,         DECEMBER 31,     
                                                                         1997                 1996         
                                                                  -----------------------------------------
ALLIANCE EQUITY INDEX FUND (A)                                               (IN THOUSANDS)                
                                                                                                           
  Class B        Net Issued............................................              5                  -- 

 MERRILL LYNCH BASIC VALUE EQUITY FUND (A)                                                                 
 -----------------------------------------                                                                 
  Class B        Net Issued............................................            849                  -- 

 ALLIANCE COMMON STOCK FUND                                                                                
 --------------------------                                                                                
  Class A        Net Issued............................................            620                 439 
  Class B        Net Issued............................................            519                  -- 

 MFS RESEARCH FUND (A)                                                                                     
 ---------------------                                                                                     
  Class B        Net Issued............................................          1,039                  -- 

 ALLIANCE GLOBAL  FUND                                                                                     
 ---------------------                                                                                     
  Class A        Net Issued............................................             444                561 
  Class B        Net Issued............................................             308                 -- 

 ALLIANCE INTERNATIONAL FUND                                                                               
 ---------------------------                                                                               
  Class A        Net Issued............................................             438                643 
  Class B        Net Issued............................................             285                 -- 

 T. ROWE PRICE INTERNATIONAL STOCK FUND (A)                                                                
 ------------------------------------------                                                                
  Class B        Net Issued............................................          1,291                  -- 

 MORGAN STANLEY EMERGING MARKETS EQUITY FUND (B)                                                           
 -----------------------------------------------                                                           
  Class B        Net Issued............................................            282                  -- 

-----------------------                     
(a) Commenced Operations on May 1, 1997.    
(b) Commenced Operations on August 20, 1997.

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

4.    Contributions, Transfers and Charges (Concluded):                         

     Accumulation units issued and redeemed during the periods indicated were:

                                                        [Enlarge/Download Table]

                                                                  DECEMBER 31,        DECEMBER 31,  
                                                                     1997                 1996      
                                                                -----------------   ----------------
ALLIANCE AGGRESSIVE STOCK FUND                                             (IN THOUSANDS)           
------------------------------                                                                      
                                                                                                    
 Class A        Net Issued.......................................             641                562
 Class B        Net Issued.......................................             369                 --

WARBURG PINCUS SMALL COMPANY VALUE FUND (A)                                                         
-------------------------------------------                                                         
 Class B        Net Issued.......................................           2,096                 --

ALLIANCE SMALL CAP GROWTH FUND                                                                      
------------------------------                                                                      
 Class A        Net Issued.......................................             208                 --
 Class B        Net Issued.......................................           1,084                 --

MFS EMERGING GROWTH COMPANIES FUND (A)                                                              
--------------------------------------                                                              
 Class B        Net Issued.......................................             982                 --

ALLIANCE CONSERVATIVE INVESTORS FUND                                                                
------------------------------------                                                                
 Class A        Net Issued.......................................             356                354
 Class B        Net Issued.......................................             295                 --

EQ/PUTNAM BALANCED FUND (A)                                                                         
---------------------------                                                                         
 Class B        Net Issued.......................................             531                 --

ALLIANCE GROWTH INVESTORS FUND                                                                      
------------------------------                                                                      
 Class A        Net Issued.......................................             681                758
 Class B        Net Issued.......................................             581                 --

MERRILL LYNCH WORLD STRATEGY FUND (A)                                                               
------------------------------------                                                                
 Class B        Net Issued.......................................             232                 --

-----------------------                     
(a) Commenced Operations on May 1, 1997.    

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

5.    Amounts retained by Equitable Life in Separate Account No. 45             

      The amount  retained by Equitable Life in the Account  arises  principally
      from (1)  contributions  from  Equitable  Life,  (2) mortality and expense
      charges and asset based administrative charges accumulated in the account,
      and (3) that portion,  determined  ratably,  of the  Account's  investment
      results  applicable  to those  assets in the  Account in excess of the net
      assets for the  Contracts.  Amounts  retained  by  Equitable  Life are not
      subject  to  charges  for  mortality  and  expense  risks and asset  based
administrative expenses.                                            

      Amounts  retained by Equitable  Life in the Account may be  transferred at
any time by Equitable Life to its General Account.                  

      The following table shows the  contributions  (withdrawals) in net amounts
retained by Equitable Life by investment fund:                      

                                                        [Enlarge/Download Table]

                                                                                   YEARS ENDED DECEMBER 31,                 
                                                                ------------------------------------------------------------
                                    INVESTMENT FUND                          1997                           1996            
                                                                ------------------------------  ----------------------------
                                                                                                                            
Alliance Money Market Fund.....................................           $(240,000)                    $(125,000)          

Alliance Intermediate Government Securities Fund...............             (60,000)                      (25,000)          

Alliance High Yield Fund(1)....................................              10,000                            --           

T. Rowe Price Equity Income Fund(1)............................                  --                            --           

EQ/Putnam Growth & Income Value Fund(1)........................                  --                            --           

Alliance Growth & Income Fund..................................            (250,000)                      (60,000)          

Alliance Equity Index Fund.....................................               5,000                            --           

Merrill Lynch Basic Value Equity Fund(1).......................                  --                            --           

Alliance Common Stock Fund.....................................            (840,000)                     (223,000)          

MFS Research Fund(1)...........................................                  --                            --           

Alliance Global Fund...........................................            (185,000)                      (52,000)          

Alliance International Fund....................................            (120,000)                      (35,000)          

T. Rowe Price International Stock Fund(1)......................                  --                            --           

Morgan Stanley Emerging Markets Equity Fund(2).................                  --                            --           

Alliance Aggressive Stock Fund.................................            (435,000)                     (110,000)          

Warburg Pincus Small Company Value Fund(1).....................                  --                            --           

Alliance Small Cap Growth Fund(1)..............................              10,000                            --           

MFS Emerging Growth Companies Fund(1)..........................                  --                            --           

Alliance Conservative Investors Fund...........................             (87,000)                      (45,000)          

EQ/Putnam Balanced Fund(1).....................................                  --                            --           

Alliance Growth Investors Fund.................................            (185,000)                     (105,000)          

Merrill Lynch World Strategy Fund(1)...........................                  --                            --           
                                                                          
----------------------                                              
(1) Commenced operations on May 1, 1997.                            

(2) Commenced operations on November 20, 1997.                      

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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
DECEMBER 31, 1997                                                               

6.    Accumulation Unit Values                                                  

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                  YEARS ENDED DECEMBER 31,                  
                                                               -------------------------------------------------------------
                                                                            1997                           1996             
ALLIANCE MONEY MARKET FUND                                     -----------------------------     -------------------------- 
--------------------------                                                                                                  
                                                                                                                            
Class A Unit value, beginning of period.......................             $24.81                         $23.83            
Class A Unit value, end of period.............................             $25.85                         $24.81            
Class B Unit value, beginning of period (c)...................             $25.17                             --            
Class B Unit value, end of period (c).........................             $25.85                             --            
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................                928                          1,302            
   Class B....................................................              1,972                             --            

ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES FUND                                                                            
------------------------------------------------                                                                            
Class A Unit value, beginning of period.......................             $13.77                         $13.42            
Class A Unit value, end of period.............................             $14.60                         $13.77            
Class B Unit value, beginning of period (c)...................             $13.88                             --            
Class B Unit value, end of period (c).........................             $14.58                             --            
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................                413                            252            
   Class B....................................................                345                             --            

ALLIANCE HIGH YIELD FUND                                                                                                    
------------------------                                                                                                    
Class A Unit value, beginning of period.......................             $26.95                             --            
Class A Unit value, end of period.............................             $30.73                             --            
Class B Unit value, beginning of period.......................             $26.91                             --            
Class B Unit value, end of period.............................             $30.63                             --            
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................                 98                             --            
   Class B....................................................                505                             --            

T. ROWE PRICE EQUITY INCOME FUND (A)                                                                                        
------------------------------------                                                                                        
Class B Unit value, beginning of period.......................             $10.00                             --            
Class B Unit value, end of period.............................             $12.12                             --            
Number of units outstanding, end of period (000's):                                                                         
   Class B....................................................              1,565                             --            

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(b) Commenced Operations on August 20, 1997.                                    
(c) Units were made available for sale on May 1, 1997.                          

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THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       
SEPARATE ACCOUNT NO. 45                                                         
NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
DECEMBER 31, 1997                                                               
6.    Accumulation Unit Values (Continued):                                     

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                   YEARS ENDED DECEMBER 31,                 
                                                                ------------------------------------------------------------
                                                                            1997                            1996            
EQ/PUTNAM GROWTH & INCOME VALUE FUND (A)                        ------------------------------   ---------------------------
--------------------------------------------------------------                                                              
                                                                                                                            
Class B Unit value, beginning of period.......................             $10.00                           --              
Class B Unit value, end of period.............................             $11.53                           --              
Number of units outstanding, end of period (000's):                                                                         
   Class B....................................................              1,230                           --              

ALLIANCE GROWTH & INCOME FUND                                                                                               
-----------------------------                                                                                               
Class A Unit value, beginning of period.......................             $14.23                       $11.99              
Class A Unit value, end of period.............................             $17.83                       $14.23              
Class B Unit value, beginning of period (c)...................             $14.67                           --              
Class B Unit value, end of period (c).........................             $17.80                           --              
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................              3,433                        1,056              
   Class B....................................................              1,829                           --              

ALLIANCE EQUITY INDEX FUND (A)                                                                                              
------------------------------                                                                                              
Class A Unit value, beginning of period.......................             $17.62                           --              
Class A Unit value, end of period.............................             $21.41                           --              
Class B Unit value, beginning of period.......................             $17.62                           --              
Class B Unit value, end of period.............................             $21.38                           --              
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................                 --                           --              
   Class B....................................................                  5                           --              

MERRILL LYNCH BASIC VALUE EQUITY FUND (A)                                                                                   
-----------------------------------------                                                                                   
Class B Unit value, beginning of period.......................             $10.00                           --              
Class B Unit value, end of period.............................             $11.61                           --              
Number of units outstanding, end of period (000's):                                                                         
   Class B....................................................                849                           --              

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(b) Commenced Operations on August 20, 1997.                                    
(c) Units were made available for sale on May 1, 1997.                          

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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
DECEMBER 31, 1997                                                               
6.    Accumulation Unit Values (Continued):                                     

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                   YEARS ENDED DECEMBER 31,              
                                                                   ------------------------------------------------------
                                                                              1997                        1996           
ALLIANCE COMMON STOCK FUND                                         -------------------------     ------------------------
--------------------------                                                                                               
                                                                                                                         
Class A Unit value, beginning of period...........................          $152.96                     $124.52          
Class A Unit value, end of period.................................          $195.37                     $152.96          
Class B Unit value, beginning of period (c).......................          $153.35                          --          
Class B Unit value, end of period (c).............................          $194.74                          --          
Number of units outstanding, end of period (000's):                                                                      
   Class A........................................................            1,114                         494          
   Class B........................................................              519                          --          

MFS RESEARCH FUND (A)                                                                                                    
---------------------                                                                                                    
Class B Unit value, beginning of period...........................           $10.00                          --          
Class B Unit value, end of period.................................           $11.52                          --          
Number of units outstanding, end of period (000's):                                                                      
   Class B........................................................            1,039                          --          

ALLIANCE GLOBAL FUND                                                                                                     
--------------------                                                                                                     
Class A Unit value, beginning of period...........................           $25.25                      $22.29          
Class A Unit value, end of period.................................           $27.85                      $25.25          
Class B Unit value, beginning of period (c).......................           $24.87                          --          
Class B Unit value, end of period (c).............................           $27.76                          --          
Number of units outstanding, end of period (000's):                                                                      
   Class A........................................................            1,074                         609          
   Class B........................................................              308                          --          

ALLIANCE INTERNATIONAL FUND                                                                                              
---------------------------                                                                                              
Class A Unit value, beginning of period...........................           $11.98                      $11.03          
Class A Unit value, end of period.................................           $11.48                      $11.98          
Class B Unit value, beginning of period (c).......................           $11.86                          --          
Class B Unit value, end of period (c).............................           $11.46                          --          
Number of units outstanding, end of period (000's):                                                                      
   Class A........................................................            1,151                         717          
   Class B........................................................              285                          --          

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(c) Units were made available for sale on May 1, 1997.                          

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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
DECEMBER 31, 1997                                                               
6.    Accumulation Unit Values (Continued):                                     

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                YEARS ENDED DECEMBER 31,             
                                                               ------------------------------------------------------
                                                                           1997                        1996          
T. ROWE PRICE INTERNATIONAL STOCK FUND (A)                     ---------------------------   ------------------------
-----------------------------------------                                                                            
                                                                                                                     
Class B Unit value, beginning of period.......................            $10.00                        --           
Class B Unit value, end of period.............................            $ 9.77                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class B....................................................             1,291                        --           

MORGAN STANLEY EMERGING MARKETS EQUITY FUND (B)                                                                      
-----------------------------------------------                                                                      
Class B Unit value, beginning of period.......................            $10.00                        --           
Class B Unit value, end of period.............................            $ 7.95                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class B....................................................               282                        --           

ALLIANCE AGGRESSIVE STOCK FUND                                                                                       
------------------------------                                                                                       
Class A Unit value, beginning of period.......................            $65.94                    $54.59           
Class A Unit value, end of period.............................            $72.23                    $65.94           
Class B Unit value, beginning of period (c)...................            $62.84                        --           
Class B Unit value, end of period (c).........................            $72.00                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class A....................................................             1,261                       620           
   Class B....................................................               369                        --           

WARBURG PINCUS SMALL COMPANY VALUE FUND (A)                                                                          
-------------------------------------------                                                                          
Class B Unit value, beginning of period.......................            $10.00                        --           
Class B Unit value, end of period.............................            $11.82                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class B....................................................             2,096                        --           

ALLIANCE SMALL CAP GROWTH FUND (A)                                                                                   
----------------------------------                                                                                   
Class A Unit value, beginning of period.......................            $10.00                        --           
Class A Unit value, end of period.............................            $12.57                        --           
Class B Unit value, beginning of period.......................            $10.00                        --           
Class B Unit value, end of period.............................            $12.55                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class A....................................................               208                        --           
   Class B....................................................             1,084                        --           

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(b) Commenced Operations on November 20, 1997.                                  
(c) Units were made available for sale on May 1, 1997.                          

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

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)                                       
DECEMBER 31, 1997                                                               
6.    Accumulation Unit Values (Concluded):                                     

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                 YEARS ENDED DECEMBER 31,              
                                                               --------------------------------------------------------
                                                                           1997                          1996          
MFS EMERGING GROWTH FUND (A)                                   ---------------------------     ------------------------
----------------------------                                                                                           
                                                                                                                       
Class B Unit value, beginning of period.......................           $10.00                          --            
Class B Unit value, end of period.............................           $12.15                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class B....................................................              982                          --            

ALLIANCE CONSERVATIVE INVESTORS FUND                                                                                   
------------------------------------                                                                                   
Class A Unit value, beginning of period.......................           $17.21                      $16.55            
Class A Unit value, end of period.............................           $19.26                      $17.21            
Class B Unit value, beginning of period (c)...................           $17.33                          --            
Class B Unit value, end of period (c).........................           $19.23                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class A....................................................              813                         457            
   Class B....................................................              295                          --            

EQ/PUTMAN BALANCED FUND (A)                                                                                            
---------------------------                                                                                            
Class B Unit value, beginning of period.......................           $10.00                          --            
Class B Unit value, end of period.............................           $11.36                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class B....................................................              531                          --            

ALLIANCE GROWTH INVESTORS FUND                                                                                         
------------------------------                                                                                         
Class A Unit value, beginning of period.......................           $26.26                      $23.59            
Class A Unit value, end of period.............................           $30.31                      $26.26            
Class B Unit value, beginning of period (c)...................           $26.23                          --            
Class B Unit value, end of period (c).........................           $30.22                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class A....................................................            1,596                         914            
   Class B....................................................              581                          --            

MERRILL LYNCH WORLD STRATEGY FUND (A)                                                                                  
-------------------------------------                                                                                  
Class B Unit value, beginning of period.......................           $10.00                          --            
Class B Unit value, end of period.............................           $10.39                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class B....................................................              232                          --            

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(b) Commenced Operations on November 20, 1997.                                  
(c) Units were made available for sale on May 1, 1997.                          

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February 10, 1998                                                               

 Report of Independent Accountants

To the Board of Directors and Shareholders of                                   
The Equitable Life Assurance Society of the United States                       

In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  statements of earnings,  of shareholder's equity and of cash flows
present  fairly,  in  all  material  respects,  the  financial  position  of The
Equitable  Life  Assurance  Society  of the United  States and its  subsidiaries
("Equitable  Life") at  December  31,  1997 and 1996,  and the  results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting  principles.
These  financial   statements  are  the   responsibility   of  Equitable  Life's
management;  our  responsibility  is to express  an  opinion on these  financial
statements  based on our audits.  We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management and evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for the opinion  expressed
above.                                                                          

As discussed in Note 2 to the consolidated financial statements,  Equitable Life
changed its methods of accounting for long-duration participating life insurance
contracts and long-lived assets in 1996 and for loan impairments in 1995.       

/s/ Price Waterhouse, LLP                                                       
---------------------------                                                     
Price Waterhouse LLP                                                    
New York, New York                                                      
February 10, 1998                                                       

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
 CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND 1996

                                                        [Enlarge/Download Table]

                                                                                   1997                 1996       
                                                                             -----------------    -----------------
                                                                                         (In Millions)             
                                                                                                                   
ASSETS                                                                                                             
Investments:                                                                                                       
  Fixed maturities:                                                                                                
    Available for sale, at estimated fair value.............................  $    19,630.9        $    18,077.0   
  Mortgage loans on real estate.............................................        2,611.4              3,133.0   
  Equity real estate........................................................        2,749.2              3,297.5   
  Policy loans..............................................................        2,422.9              2,196.1   
  Other equity investments..................................................          951.5                860.6   
  Investment in and loans to affiliates.....................................          731.1                685.0   
  Other invested assets.....................................................          624.7                 25.4   
                                                                             -----------------    -----------------
      Total investments.....................................................       29,721.7             28,274.6   
Cash and cash equivalents...................................................          300.5                538.8   
Deferred policy acquisition costs...........................................        3,236.6              3,104.9   
Amounts due from discontinued operations....................................          572.8                996.2   
Other assets................................................................        2,685.2              2,552.2   
Closed Block assets.........................................................        8,566.6              8,495.0   
Separate Accounts assets....................................................       36,538.7             29,646.1   
                                                                             -----------------    -----------------

Total Assets................................................................  $    81,622.1        $    73,607.8   
                                                                             =================    =================

LIABILITIES                                                                                                        
Policyholders' account balances.............................................  $    21,579.5        $    21,865.6   
Future policy benefits and other policyholder's liabilities.................        4,553.8              4,416.6   
Short-term and long-term debt...............................................        1,991.2              1,766.9   
Other liabilities...........................................................        3,257.1              2,785.1   
Closed Block liabilities....................................................        9,073.7              9,091.3   
Separate Accounts liabilities...............................................       36,306.3             29,598.3   
                                                                             -----------------    -----------------
      Total liabilities.....................................................       76,761.6             69,523.8   
                                                                             -----------------    -----------------

Commitments and contingencies (Notes 10, 12, 13, 14 and 15)                                                        

SHAREHOLDER'S EQUITY                                                                                               
Common stock, $1.25 par value 2.0 million shares authorized, issued                                                
  and outstanding...........................................................            2.5                  2.5   
Capital in excess of par value..............................................        3,105.8              3,105.8   
Retained earnings...........................................................        1,235.9                798.7   
Net unrealized investment gains.............................................          533.6                189.9   
Minimum pension liability...................................................          (17.3)               (12.9)  
                                                                             -----------------    -----------------
      Total shareholder's equity............................................        4,860.5              4,084.0   
                                                                             -----------------    -----------------

Total Liabilities and Shareholder's Equity..................................  $    81,622.1        $    73,607.8   
                                                                             =================    =================

 See Notes to Consolidated Financial Statements.

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
 CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

                                                        [Enlarge/Download Table]


                                                                     1997               1996               1995       
                                                               -----------------  -----------------  -----------------
                                                                                   (In Millions)                      
                                                                                                                      
REVENUES                                                                                                              
Universal life and investment-type product policy fee                                                                 
  income......................................................  $      950.6       $       874.0      $       788.2   
Premiums......................................................         601.5               597.6              606.8   
Net investment income.........................................       2,282.8             2,203.6            2,088.2   
Investment (losses) gains, net................................         (45.2)               (9.8)               5.3   
Commissions, fees and other income............................       1,227.2             1,081.8              897.1   
Contribution from the Closed Block............................         102.5               125.0              143.2   
                                                               -----------------  -----------------  -----------------

      Total revenues..........................................       5,119.4             4,872.2            4,528.8   
                                                               -----------------  -----------------  -----------------

BENEFITS AND OTHER DEDUCTIONS                                                                                         
Interest credited to policyholders' account balances..........       1,266.2             1,270.2            1,248.3   
Policyholders' benefits.......................................         978.6             1,317.7            1,008.6   
Other operating costs and expenses............................       2,203.9             2,075.7            1,775.8   
                                                               -----------------  -----------------  -----------------

      Total benefits and other deductions.....................       4,448.7             4,663.6            4,032.7   
                                                               -----------------  -----------------  -----------------

Earnings from continuing operations before Federal                                                                    
  income taxes, minority interest and cumulative                                                                      
  effect of accounting change.................................         670.7               208.6              496.1   
Federal income taxes..........................................          91.5                 9.7              120.5   
Minority interest in net income of consolidated subsidiaries..          54.8                81.7               62.8   
                                                               -----------------  -----------------  -----------------
Earnings from continuing operations before cumulative                                                                 
  effect of accounting change.................................         524.4               117.2              312.8   
Discontinued operations, net of Federal income taxes..........         (87.2)              (83.8)               -     
Cumulative effect of accounting change, net of Federal                                                                
  income taxes................................................           -                 (23.1)               -     
                                                               -----------------  -----------------  -----------------

Net Earnings..................................................  $      437.2       $        10.3      $       312.8   
                                                               =================  =================  =================

 See Notes to Consolidated Financial Statements.

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

                                                        [Enlarge/Download Table]

                                                                     1997               1996               1995       
                                                               -----------------  -----------------  -----------------
                                                                                   (In Millions)                      
                                                                                                                      
Common stock, at par value, beginning and end of year.........  $        2.5       $         2.5      $         2.5   
                                                               -----------------  -----------------  -----------------

Capital in excess of par value, beginning and end of year.....       3,105.8             3,105.8            3,105.8   
                                                               -----------------  -----------------  -----------------

Retained earnings, beginning of year..........................         798.7               788.4              475.6   
Net earnings..................................................         437.2                10.3              312.8   
                                                               -----------------  -----------------  -----------------
Retained earnings, end of year................................       1,235.9               798.7              788.4   
                                                               -----------------  -----------------  -----------------

Net unrealized investment gains (losses), beginning of year...         189.9               396.5             (220.5)  
Change in unrealized investment gains (losses)................         343.7              (206.6)             617.0   
                                                               -----------------  -----------------  -----------------
Net unrealized investment gains, end of year..................         533.6               189.9              396.5   
                                                               -----------------  -----------------  -----------------

Minimum pension liability, beginning of year..................         (12.9)              (35.1)              (2.7)  
Change in minimum pension liability...........................          (4.4)               22.2              (32.4)  
                                                                                                     -----------------
                                                               -----------------  -----------------                   
Minimum pension liability, end of year........................         (17.3)              (12.9)             (35.1)  
                                                               -----------------  -----------------  -----------------

Total Shareholder's Equity, End of Year.......................  $    4,860.5       $     4,084.0      $     4,258.1   
                                                               =================  =================  =================

 See Notes to Consolidated Financial Statements.

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

                                                        [Enlarge/Download Table]


                                                                      1997               1996               1995       
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)                      
                                                                                                                       
Net earnings..................................................   $      437.2       $        10.3      $       312.8   
Adjustments  to  reconcile  net  earnings  to net  cash  provided  by  operating                                       
  activities:                                                                                                          
  Interest credited to policyholders' account balances........        1,266.2             1,270.2            1,248.3   
  Universal life and investment-type product                                                                           
    policy fee income.........................................         (950.6)             (874.0)            (788.2)  
  Investment losses (gains)...................................           45.2                 9.8               (5.3)  
  Change in Federal income tax payable........................          (74.4)             (197.1)             221.6   
  Other, net..................................................          169.4               330.2               80.5   
                                                                -----------------  -----------------  -----------------

Net cash provided by operating activities.....................          893.0               549.4            1,069.7   
                                                                -----------------  -----------------  -----------------

Cash flows from investing activities:                                                                                  
  Maturities and repayments...................................        2,702.9             2,275.1            1,897.4   
  Sales.......................................................       10,385.9             8,964.3            8,867.1   
  Purchases...................................................      (13,205.4)          (12,559.6)         (11,675.5)  
  (Increase) decrease in short-term investments...............         (555.0)              450.3              (99.3)  
  Decrease in loans to discontinued operations................          420.1             1,017.0            1,226.9   
  Sale of subsidiaries........................................          261.0                 -                  -     
  Other, net..................................................         (612.6)             (281.0)            (413.4)  
                                                                -----------------  -----------------  -----------------

Net cash used by investing activities.........................         (603.1)             (133.9)            (196.8)  
                                                                -----------------  -----------------  -----------------

Cash flows from financing activities: Policyholders' account balances:                                                 
    Deposits..................................................        1,281.7             1,925.4            2,586.5   
    Withdrawals...............................................       (1,886.8)           (2,385.2)          (2,657.1)  
  Net increase (decrease) in short-term financings............          419.9                 (.3)             (16.4)  
  Additions to long-term debt.................................           32.0                 -                599.7   
  Repayments of long-term debt................................         (196.4)             (124.8)             (40.7)  
  Payment of obligation to fund accumulated deficit of                                                                 
    discontinued operations...................................          (83.9)                -             (1,215.4)  
  Other, net..................................................          (94.7)              (66.5)             (48.4)  
                                                                -----------------  -----------------  -----------------

Net cash used by financing activities.........................         (528.2)             (651.4)            (791.8)  
                                                                -----------------  -----------------  -----------------

Change in cash and cash equivalents...........................         (238.3)             (235.9)              81.1   
Cash and cash equivalents, beginning of year..................          538.8               774.7              693.6   
                                                                -----------------  -----------------  -----------------

Cash and Cash Equivalents, End of Year........................   $      300.5       $       538.8      $       774.7   
                                                                =================  =================  =================

Supplemental cash flow information                                                                                     
  Interest Paid...............................................   $      217.1       $       109.9      $        89.6   
                                                                =================  =================  =================
  Income Taxes Paid (Refunded)................................   $      170.0       $       (10.0)     $       (82.7)  
                                                                =================  =================  =================

 See Notes to Consolidated Financial Statements.

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1)     ORGANIZATION                                                           

        The Equitable  Life Assurance  Society of the United States  ("Equitable
        Life")  is  a  wholly  owned  subsidiary  of  The  Equitable   Companies
        Incorporated  (the  "Holding   Company").   Equitable  Life's  insurance
        business  is  conducted  principally  by  Equitable  Life and,  prior to
        December 31, 1996, its wholly owned life insurance subsidiary, Equitable
        Variable Life Insurance Company  ("EVLICO").  Effective January 1, 1997,
        EVLICO was merged into Equitable  Life,  which  continues to conduct the
        Company's  insurance  business.  Equitable Life's investment  management
        business,  which comprises the Investment Services segment, is conducted
        principally  by  Alliance  Capital  Management  L.P.   ("Alliance")  and
        Donaldson,  Lufkin & Jenrette,  Inc. ("DLJ"),  an investment banking and
        brokerage  affiliate.  AXA-UAP ("AXA"),  a French holding company for an
        international   group  of  insurance  and  related  financial   services
        companies,   is  the  Holding  Company's  largest  shareholder,   owning
        approximately  58.7% at  December  31,  1997  (54.3%  if all  securities
        convertible  into,  and options on, common stock were to be converted or
exercised).                                                     

2)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

Basis of Presentation and Principles of Consolidation           

        The  accompanying  consolidated  financial  statements  are  prepared in
        conformity with generally accepted accounting  principles ("GAAP") which
        require  management to make  estimates and  assumptions  that affect the
        reported  amounts of assets and liabilities and disclosure of contingent
        assets and  liabilities at the date of the financial  statements and the
        reported  amounts of revenues and expenses during the reporting  period.
Actual results could differ from those estimates.               

        The accompanying  consolidated financial statements include the accounts
        of  Equitable  Life  and its  wholly  owned  life  insurance  subsidiary
        (collectively,   the  "Insurance  Group");  non-insurance  subsidiaries,
        principally  Alliance,  an investment advisory subsidiary,  and, through
        June  10,  1997,  Equitable  Real  Estate  Investment  Management,  Inc.
        ("EREIM"), a real estate investment management subsidiary which was sold
        (see  Note 5);  and  those  partnerships  and  joint  ventures  in which
        Equitable Life or its subsidiaries  has control and a majority  economic
        interest  (collectively,  including its consolidated  subsidiaries,  the
        "Company").  The  Company's  investment in DLJ is reported on the equity
        basis of accounting.  Closed Block assets and liabilities and results of
        operations  are presented in the  consolidated  financial  statements as
        single  line  items  (see  Note  6).  Unless  specifically  stated,  all
        disclosures  contained  herein  supporting  the  consolidated  financial
statements exclude the Closed Block related amounts.            

        All  significant  intercompany   transactions  and  balances  have  been
        eliminated in  consolidation  other than  intercompany  transactions and
        balances with the Closed Block and the discontinued operations (see Note
7).                                                             

        The years  "1997,"  "1996" and "1995" refer to the years ended  December
31, 1997, 1996 and 1995, respectively.                          

        Certain  reclassifications  have been made in the amounts  presented for
  prior periods to conform these periods with the 1997 presentation.

Closed Block                                                    

        As of July 22, 1992, Equitable Life established the Closed Block for the
        benefit of certain  classes of  individual  participating  policies  for
        which Equitable Life had a dividend scale payable in 1991 and which were
        in force on that date.  Assets were  allocated to the Closed Block in an
        amount which,  together with anticipated revenues from policies included
        in the Closed Block, was reasonably expected to be sufficient to support
        such  business,  including  provision  for  payment of  claims,  certain
        expenses and taxes,  and for  continuation of dividend scales payable in
1991, assuming the experience underlying such scales continues. 

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        Assets  allocated to the Closed Block inure solely to the benefit of the
        holders of policies  included in the Closed Block and will not revert to
        the benefit of the Holding Company. No reallocation, transfer, borrowing
        or  lending  of assets can be made  between  the Closed  Block and other
        portions  of  Equitable  Life's  General  Account,  any of its  Separate
        Accounts or any affiliate of Equitable  Life without the approval of the
        New York  Superintendent  of Insurance  (the  "Superintendent").  Closed
        Block  assets and  liabilities  are carried on the same basis as similar
        assets and liabilities held in the General Account. The excess of Closed
        Block  liabilities  over Closed  Block  assets  represents  the expected
        future  post-tax  contribution  from the  Closed  Block  which  would be
        recognized  in income over the period the policies and  contracts in the
Closed Block remain in force.                                   

Discontinued Operations                                         

        Discontinued operations consist of the business of the former Guaranteed
        Interest   Contract   ("GIC")   segment   which   includes   the   Group
        Non-Participating  Wind-Up Annuities  ("Wind-Up  Annuities") and the GIC
        lines  of  business.  An  allowance  was  established  for  the  premium
        deficiency  reserve for Wind-Up Annuities and estimated future losses of
        the  GIC  line of  business.  Management  reviews  the  adequacy  of the
        allowance  each  quarter  and,  during the 1997 and 1996 fourth  quarter
        reviews,  the  allowance  for future  losses was  increased.  Management
        believes  the  allowance  for  future  losses at  December  31,  1997 is
        adequate to provide for all future losses; however, the determination of
        the allowance  continues to involve  numerous  estimates and  subjective
        judgments regarding the expected performance of Discontinued  Operations
        Investment  Assets.  There can be no assurance  the losses  provided for
        will not  differ  from the  losses  ultimately  realized.  To the extent
        actual  results or future  projections  of the  discontinued  operations
        differ  from   management's   current  best  estimates  and  assumptions
        underlying  the allowance for future  losses,  the  difference  would be
        reflected in the  consolidated  statements  of earnings in  discontinued
        operations.  In  particular,  to the extent  income,  sales proceeds and
        holding periods for equity real estate differ from management's previous
        assumptions,  periodic adjustments to the allowance are likely to result
(see Note 7).                                                   

Accounting Changes                                              

        In 1996, the Company changed its method of accounting for  long-duration
        participating  life  insurance  contracts,  primarily  within the Closed
        Block,  in accordance  with the  provisions  prescribed by SFAS No. 120,
        "Accounting  and Reporting by Mutual Life Insurance  Enterprises  and by
        Insurance   Enterprises   for   Certain   Long-Duration    Participating
        Contracts".  (See "Deferred Policy Acquisition  Costs,"  "Policyholders'
Account Balances and Future Policy Benefits" and Note 6.)       

        The Company implemented SFAS No. 121,  "Accounting for the Impairment of
        Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of," as of
        January 1, 1996.  SFAS No. 121  requires  long-lived  assets and certain
        identifiable  intangibles be reviewed for impairment  whenever events or
        changes in circumstances  indicate the carrying value of such assets may
        not be  recoverable.  Effective with SFAS No. 121's  adoption,  impaired
        real estate is written down to fair value with the impairment loss being
        included in investment gains (losses), net. Before implementing SFAS No.
        121,  valuation  allowances  on real estate held for the  production  of
        income were computed using the  forecasted  cash flows of the respective
        properties  discounted at a rate equal to The Equitable's cost of funds.
        The  adoption of the  statement  resulted  in the  release of  valuation
        allowances of $152.4  million and  recognition  of impairment  losses of
        $144.0 million on real estate held for production of income. Real estate
        which management has committed to disposing of by sale or abandonment is
        classified  as real estate held for sale.  Valuation  allowances on real
        estate  held  for  sale  continue  to be  computed  using  the  lower of
        depreciated  cost or estimated  fair value,  net of  disposition  costs.
        Implementation of the SFAS No. 121 impairment  requirements  relative to
        other  assets to be disposed of resulted in a charge for the  cumulative
        effect of an accounting change of $23.1 million, net of a Federal income
        tax  benefit of $12.4  million,  due to the  writedown  to fair value of
building improvements relating to facilities vacated in 1996.   

        In the  first  quarter  of 1995,  the  Company  adopted  SFAS  No.  114,
        "Accounting  by Creditors  for  Impairment  of a Loan".  Impaired  loans
        within  SFAS No.  114's  scope are to be  measured  based on the present
        value of expected future cash flows  discounted at the loan's  effective
        interest rate, at the loan's  observable  market price or the fair value
        of the collateral if the loan is collateral  dependent.  The adoption of
        this  statement  did not  have a  material  effect  on the  level of the
        allowances  for  possible  losses  or  on  the  Company's   consolidated
statements of earnings and shareholder's equity.                

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New Accounting Pronouncements                                   

        In January  1998,  the Financial  Accounting  Standards  Board  ("FASB")
        issued SFAS No. 132,  "Employers'  Disclosures  about  Pension and Other
        Postretirement   Benefits,"   which  revises   current  note  disclosure
        requirements for employers' pension and other retiree benefits. SFAS No.
        132 is effective for fiscal years beginning after December 15, 1997. The
        Company  will  adopt  the  provisions  of  SFAS  No.  132  in  the  1998
consolidated financial statements.                              

        In December 1997, the American Institute of Certified Public Accountants
        ("AICPA")  issued  Statement of Position  ("SOP") 97-3,  "Accounting  by
        Insurance and Other Enterprises for Insurance-Related  Assessments". SOP
        97-3 provides guidance for assessments  related to insurance  activities
        and  requirements  for  disclosure of certain  information.  SOP 97-3 is
        effective for financial  statements  issued for periods  beginning after
        December 31, 1998. Restatement of previously issued financial statements
        is not required.  SOP 97-3 is not expected to have a material  impact on
the Company's consolidated financial statements.                

        In June 1997, the FASB issued SFAS No. 131,  "Disclosures about Segments
        of an  Enterprise  and Related  Information".  SFAS No. 131  establishes
        standards for the way public  business  enterprises  report  information
        about  operating  segments  in annual and interim  financial  statements
        issued  to  shareholders.  It also  establishes  standards  for  related
        disclosures  about  products and  services,  geographic  areas and major
        customers.  Generally,  financial  information  will be  required  to be
        reported  on  the  basis  used  by  management  for  evaluating  segment
        performance and for deciding how to allocate resources to segments. This
        statement is effective  for fiscal years  beginning  after  December 15,
        1997 and need not be applied to interim reporting in the initial year of
        adoption.  Restatement of comparative information for earlier periods is
        required.  Management is currently  reviewing its definition of business
segments in light of the requirements of SFAS No. 131.          

        In June 1997,  the FASB issued SFAS No.  130,  "Reporting  Comprehensive
        Income". SFAS No. 130 establishes standards for reporting and displaying
        comprehensive income and its components in a full set of general purpose
        financial  statements.  SFAS No. 130 requires an  enterprise to classify
        items of other  comprehensive  income  by their  nature  in a  financial
        statement  and display the  accumulated  balance of other  comprehensive
        income separately from retained earnings and additional  paid-in capital
        in the  equity  section  of a  statement  of  financial  position.  This
        statement is effective  for fiscal years  beginning  after  December 15,
        1997.  Reclassification  of  financial  statements  for earlier  periods
        provided for  comparative  purposes is required.  The Company will adopt
        the  provisions  of SFAS  No.  130 in its  1998  consolidated  financial
statements.                                                     

        In June 1996,  the FASB issued SFAS No. 125,  "Accounting  for Transfers
        and Servicing of Financial Assets and  Extinguishments  of Liabilities".
        SFAS No. 125 specifies the  accounting  and reporting  requirements  for
        transfers  of financial  assets,  the  recognition  and  measurement  of
        servicing  assets and  liabilities and  extinguishments  of liabilities.
        SFAS No. 125 is effective for transactions  occurring after December 31,
        1996 and is to be applied  prospectively.  In  December  1996,  the FASB
        issued  SFAS  No.  127,  "Deferral  of the  Effective  Date  of  Certain
        Provisions  of FASB  Statement  No.  125," which defers for one year the
        effective  date  of  provisions   relating  to  secured  borrowings  and
        collateral and transfers of financial assets that are part of repurchase
        agreements,  dollar-roll,  securities lending and similar  transactions.
        Implementation of SFAS No. 125 did not have nor is SFAS No. 127 expected
        to  have a  material  impact  on the  Company's  consolidated  financial
statements.                                                     

Valuation of Investments                                        

        Fixed  maturities  identified  as  available  for sale are  reported  at
        estimated fair value. The amortized cost of fixed maturities is adjusted
for impairments in value deemed to be other than temporary.     

        Valuation  allowances are netted  against the asset  categories to which
they apply.                                                     

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        Mortgage loans on real estate are stated at unpaid  principal  balances,
        net  of  unamortized  discounts  and  valuation  allowances.   Valuation
        allowances are based on the present value of expected  future cash flows
        discounted  at  the  loan's  original  effective  interest  rate  or the
        collateral  value  if the  loan is  collateral  dependent.  However,  if
        foreclosure  is or becomes  probable,  the  measurement  method  used is
collateral value.                                               

        Real estate,  including real estate acquired in satisfaction of debt, is
        stated at  depreciated  cost less valuation  allowances.  At the date of
        foreclosure (including in-substance  foreclosure),  real estate acquired
        in satisfaction of debt is valued at estimated fair value. Impaired real
        estate is  written  down to fair value  with the  impairment  loss being
        included in investment gains (losses), net. Valuation allowances on real
        estate held for sale are computed using the lower of depreciated cost or
        current estimated fair value, net of disposition costs.  Depreciation is
        discontinued on real estate held for sale. Prior to the adoption of SFAS
        No. 121,  valuation  allowances  on real estate held for  production  of
        income were computed using the  forecasted  cash flows of the respective
     properties discounted at a rate equal to the Company's cost of funds.

Policy loans are stated at unpaid principal balances.           

        Partnerships  and joint venture  interests in which the Company does not
        have control or a majority  economic interest are reported on the equity
        basis of accounting  and are included  either with equity real estate or
other equity investments, as appropriate.                       

        Common  stocks are carried at  estimated  fair value and are included in
other equity investments.                                       

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

        Cash and cash equivalents  includes cash on hand, amounts due from banks
        and highly liquid debt instruments  purchased with an original  maturity
of three months or less.                                        

        All securities are recorded in the consolidated  financial statements on
a trade date basis.                                             

        Net Investment Income,  Investment Gains, Net and Unrealized  Investment
Gains (Losses)                                                  

        Net   investment   income  and  realized   investment   gains   (losses)
        (collectively,  "investment  results") related to certain  participating
        group annuity contracts which are passed through to the  contractholders
      are reflected as interest credited to policyholders' account balances.

        Realized   investment   gains   (losses)  are   determined  by  specific
        identification  and are presented as a component of revenue.  Changes in
valuation allowances are included in investment gains or losses.

        Unrealized investment gains and losses on fixed maturities available for
        sale and equity  securities  held by the Company are  accounted for as a
        separate  component of  shareholder's  equity,  net of related  deferred
        Federal income taxes, amounts  attributable to discontinued  operations,
        participating  group annuity  contracts and deferred policy  acquisition
        costs ("DAC") related to universal life and investment-type products and
participating traditional life contracts.                       

Recognition of Insurance Income and Related Expenses            

        Premiums from universal life and investment-type  contracts are reported
        as deposits to  policyholders'  account  balances.  Revenues  from these
        contracts   consist  of  amounts  assessed  during  the  period  against
        policyholders'   account   balances  for   mortality   charges,   policy
        administration charges and surrender charges. Policy benefits and claims
        that are  charged to expense  include  benefit  claims  incurred  in the
period in excess of related policyholders' account balances.    

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        Premiums from participating and  non-participating  traditional life and
        annuity  policies with life  contingencies  generally are  recognized as
        income when due.  Benefits  and expenses are matched with such income so
        as to  result  in the  recognition  of  profits  over  the  life  of the
        contracts.  This match is  accomplished  by means of the  provision  for
        liabilities  for future policy  benefits and the deferral and subsequent
amortization of policy acquisition costs.                       

        For  contracts  with a single  premium  or a limited  number of  premium
        payments due over a  significantly  shorter period than the total period
        over which  benefits are provided,  premiums are recorded as income when
        due with any  excess  profit  deferred  and  recognized  in  income in a
        constant  relationship  to  insurance  in force or, for  annuities,  the
amount of expected future benefit payments.                     

        Premiums from individual  health contracts are recognized as income over
        the period to which the premiums  relate in  proportion to the amount of
insurance protection provided.                                  

Deferred Policy Acquisition Costs                               

        The  costs  of  acquiring   new   business,   principally   commissions,
        underwriting,  agency and policy issue expenses,  all of which vary with
        and  are  primarily  related  to the  production  of new  business,  are
        deferred. DAC is subject to recoverability testing at the time of policy
        issue and loss recognition testing at the end of each accounting period.

        For  universal  life  products  and  investment-type  products,  DAC  is
        amortized  over the expected  total life of the contract  group (periods
        ranging  from  15 to 35  years  and 5 to 17  years,  respectively)  as a
        constant  percentage of estimated gross profits arising principally from
        investment results,  mortality and expense margins and surrender charges
        based on historical and anticipated  future  experience,  updated at the
        end of each accounting  period. The effect on the amortization of DAC of
        revisions  to  estimated  gross  profits is reflected in earnings in the
        period such estimated  gross profits are revised.  The effect on the DAC
        asset that would result from realization of unrealized gains (losses) is
        recognized  with an offset to unrealized  gains (losses) in consolidated
shareholder's equity as of the balance sheet date.              

        For participating  traditional life policies (substantially all of which
        are in the Closed Block),  DAC is amortized over the expected total life
        of the contract group (40 years) as a constant  percentage  based on the
        present  value of the  estimated  gross  margin  amounts  expected to be
        realized  over the life of the contracts  using the expected  investment
        yield. At December 31, 1997, the expected  investment  yield,  excluding
        policy  loans,  generally  ranged from 7.53%  grading to 7.92% over a 20
        year period.  Estimated gross margin includes  anticipated  premiums and
        investment results less claims and administrative  expenses,  changes in
        the  net  level  premium  reserve  and  expected   annual   policyholder
        dividends.  The  effect  on the  amortization  of DAC  of  revisions  to
        estimated  gross  margins is  reflected  in  earnings in the period such
        estimated  gross  margins are revised.  The effect on the DAC asset that
        would result from realization of unrealized gains (losses) is recognized
        with  an  offset  to   unrealized   gains   (losses)   in   consolidated
shareholder's equity as of the balance sheet date.              

        For  non-participating  traditional  life and annuity policies with life
        contingencies,  DAC is amortized in proportion to anticipated  premiums.
        Assumptions  as to  anticipated  premiums  are  estimated at the date of
        policy  issue  and  are  consistently  applied  during  the  life of the
        contracts.   Deviations  from  estimated  experience  are  reflected  in
        earnings in the period such deviations  occur. For these contracts,  the
    amortization periods generally are for the total life of the policy.

        For  individual  health  benefit  insurance,  DAC is amortized  over the
        expected  average  life of the  contracts  (10 years  for major  medical
        policies  and  20  years  for  disability  income  ("DI")  products)  in
proportion to anticipated premium revenue at time of issue.     

Policyholders' Account Balances and Future Policy Benefits      

        Policyholders'  account balances for universal life and  investment-type
        contracts are equal to the policy  account  values.  The policy  account
        values  represents  an  accumulation  of  gross  premium  payments  plus
     credited interest less expense and mortality charges and withdrawals.

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        For  participating  traditional  life  policies,  future policy  benefit
        liabilities are calculated using a net level premium method on the basis
        of actuarial assumptions equal to guaranteed mortality and dividend fund
        interest  rates.  The  liability  for annual  dividends  represents  the
        accrual of annual dividends  earned.  Terminal  dividends are accrued in
proportion to gross margins over the life of the contract.      

        For non-participating traditional life insurance policies, future policy
        benefit  liabilities  are estimated  using a net level premium method on
        the basis of actuarial  assumptions  as to  mortality,  persistency  and
        interest established at policy issue.  Assumptions established at policy
        issue as to mortality and persistency are based on the Insurance Group's
        experience  which,  together  with  interest  and  expense  assumptions,
        include a margin for adverse deviation.  When the liabilities for future
        policy benefits plus the present value of expected future gross premiums
        for a product are  insufficient  to provide for expected  future  policy
        benefits  and  expenses  for  that  product,  DAC  is  written  off  and
        thereafter,  if required, a premium deficiency reserve is established by
        a charge to earnings.  Benefit  liabilities  for  traditional  annuities
        during the accumulation period are equal to accumulated contractholders'
        fund balances and after  annuitization are equal to the present value of
        expected  future  payments.  Interest  rates used in  establishing  such
        liabilities range from 2.25% to 11.5% for life insurance liabilities and
from 2.25% to 13.5% for annuity liabilities.                    

        During  the  fourth  quarter  of  1996,  a  loss  recognition  study  of
        participating group annuity contracts and conversion annuities ("Pension
        Par") was completed  which  included  management's  revised  estimate of
        assumptions,  such as expected mortality and future investment  returns.
        The  study's  results   prompted   management  to  establish  a  premium
        deficiency reserve which decreased  earnings from continuing  operations
and net earnings by $47.5 million ($73.0 million pre-tax).      

        Individual  health  benefit  liabilities  for active lives are estimated
        using  the  net  level  premium  method  and  assumptions  as to  future
        morbidity,  withdrawals and interest.  Benefit  liabilities for disabled
        lives are  estimated  using the  present  value of  benefits  method and
       experience assumptions as to claim terminations, expenses and interest.

        During  the  fourth  quarter  of  1996,  the  Company  completed  a loss
        recognition  study of the DI business  which  incorporated  management's
        revised  estimates  of  future  experience  with  regard  to  morbidity,
        investment  returns,   claims  and  administration  expenses  and  other
        factors.  The study  indicated DAC was not  recoverable and the reserves
        were  not  sufficient.  Earnings  from  continuing  operations  and  net
        earnings  decreased  by $208.0  million  ($320.0  million  pre-tax) as a
        result of  strengthening  DI reserves by $175.0  million and writing off
        unamortized DAC of $145.0 million related to DI products issued prior to
        July 1993. The determination of DI reserves requires making  assumptions
        and estimates relating to a variety of factors,  including morbidity and
        interest  rates,  claims  experience and lapse rates based on then known
        facts and circumstances. Such factors as claim incidence and termination
        rates can be affected by changes in the economic,  legal and  regulatory
        environments and work ethic.  While management  believes its 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.                                                    

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        Claim  reserves and associated  liabilities  for individual DI and major
        medical  policies were $886.7 million and $869.4 million at December 31,
        1997 and  1996,  respectively.  Incurred  benefits  (benefits  paid plus
        changes in claim reserves) and benefits paid for individual DI and major
        medical  policies   (excluding   reserve   strengthening  in  1996)  are
summarized as follows:                                          

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Incurred benefits related to current year..........  $       190.2      $      189.0      $      176.0    
Incurred benefits related to prior years...........            2.1              69.1              67.8    
                                                    -----------------  ----------------  -----------------
Total Incurred Benefits............................  $       192.3      $      258.1      $      243.8    
                                                    =================  ================  =================

Benefits paid related to current year..............  $        28.8      $       32.6      $       37.0    
Benefits paid related to prior years...............          146.2             153.3             137.8    
                                                    -----------------  ----------------  -----------------
Total Benefits Paid................................  $       175.0      $      185.9      $      174.8    
                                                    =================  ================  =================

Policyholders' Dividends                                        

        The amount of  policyholders'  dividends to be paid (including  those on
        policies  included  in the  Closed  Block)  is  determined  annually  by
        Equitable   Life's  board  of  directors.   The   aggregate   amount  of
        policyholders'  dividends  is  related  to actual  interest,  mortality,
        morbidity  and expense  experience  for the year and  judgment as to the
        appropriate level of statutory surplus to be retained by Equitable Life.

        At December 31, 1997,  participating  policies,  including  those in the
        Closed Block, represent  approximately 21.2% ($50.2 billion) of directly
written life insurance in force, net of amounts ceded.          

Federal Income Taxes                                            

        The  Company  files a  consolidated  Federal  income tax return with the
        Holding  Company  and its  consolidated  subsidiaries.  Current  Federal
        income  taxes are charged or credited to  operations  based upon amounts
        estimated to be payable or recoverable as a result of taxable operations
        for the current year.  Deferred  income tax assets and  liabilities  are
        recognized based on the difference between financial  statement carrying
        amounts  and income tax bases of assets and  liabilities  using  enacted
income tax rates and laws.                                      

Separate Accounts                                               

        Separate  Accounts are established in conformity with the New York State
        Insurance Law and generally are not  chargeable  with  liabilities  that
        arise from any other business of the Insurance Group.  Separate Accounts
        assets  are  subject to General  Account  claims  only to the extent the
value of such assets exceeds Separate Accounts liabilities.     

        Assets  and  liabilities  of the  Separate  Accounts,  representing  net
        deposits  and  accumulated  net  investment  earnings  less  fees,  held
        primarily  for  the  benefit  of  contractholders,  and  for  which  the
        Insurance Group does not bear the investment risk, are shown as separate
        captions in the consolidated  balance sheets.  The Insurance Group bears
        the investment risk on assets held in one Separate  Account,  therefore,
        such assets are carried on the same basis as similar  assets held in the
        General Account  portfolio.  Assets held in the other Separate  Accounts
        are carried at quoted  market  values or,  where  quoted  values are not
        available,  at  estimated  fair values as  determined  by the  Insurance
Group.                                                          

        The investment results of Separate Accounts on which the Insurance Group
        does not bear the  investment  risk are  reflected  directly in Separate
        Accounts  liabilities.  For 1997, 1996 and 1995,  investment  results of
        such  Separate  Accounts  were $3,411.1  million,  $2,970.6  million and
$1,963.2 million, respectively.                                 

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        Deposits to Separate  Accounts  are  reported as  increases  in Separate
        Accounts liabilities and are not reported in revenues. Mortality, policy
        administration  and  surrender  charges  on all  Separate  Accounts  are
included in revenues.                                           

Employee Stock Option Plan                                      

        The Company  accounts for stock  option  plans  sponsored by the Holding
        Company,   DLJ  and  Alliance  in  accordance  with  the  provisions  of
        Accounting  Principles  Board Opinion  ("APB") No. 25,  "Accounting  for
        Stock Issued to Employees," and related  interpretations.  In accordance
        with the opinion,  compensation expense is recorded on the date of grant
        only if the current  market price of the  underlying  stock  exceeds the
        exercise  price.  See  Note  21 for the pro  forma  disclosures  for the
        Holding Company,  DLJ and Alliance required by SFAS No. 123, "Accounting
for Stock-Based Compensation".                                  

3)     INVESTMENTS                                                            

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

                                                        [Enlarge/Download Table]


                                                                Gross               Gross                         
                                           Amortized          Unrealized         Unrealized         Estimated     
                                              Cost              Gains              Losses           Fair Value    
                                        -----------------  -----------------   ----------------  -----------------
                                                                      (In Millions)                               
                                                                                                                  
December 31, 1997                                                                                                 
Fixed Maturities:                                                                                                 
  Available for Sale:                                                                                             
    Corporate..........................  $    14,230.3      $       785.0       $       74.5      $    14,940.8   
    Mortgage-backed....................        1,702.8               23.5                1.3            1,725.0   
    U.S. Treasury securities and                                                                                  
      U.S. government and                                                                                         
      agency securities................        1,583.2               83.9                 .6            1,666.5   
    States and political subdivisions..          673.0                6.8                 .1              679.7   
    Foreign governments................          442.4               44.8                2.0              485.2   
    Redeemable preferred stock.........          128.0                6.7                1.0              133.7   
                                        -----------------  -----------------   ----------------  -----------------
Total Available for Sale...............  $    18,759.7      $       950.7       $       79.5      $    19,630.9   
                                        =================  =================   ================  =================
Equity Securities:                                                                                                
  Common stock.........................  $       408.4      $        48.7       $       15.0      $       442.1   
                                        =================  =================   ================  =================
December 31, 1996                                                                                                 
Fixed Maturities:                                                                                                 
  Available for Sale:                                                                                             
    Corporate..........................  $    13,645.2      $       451.5       $      121.0      $    13,975.7   
    Mortgage-backed....................        2,015.9               11.2               20.3            2,006.8   
    U.S. Treasury securities and                                                                                  
      U.S. government and                                                                                         
      agency securities................        1,539.4               39.2               19.3            1,559.3   
    States and political subdivisions..           77.0                4.5                -                 81.5   
    Foreign governments................          302.6               18.0                2.2              318.4   
    Redeemable preferred stock.........          139.1                3.3                7.1              135.3   
                                        -----------------  -----------------   ----------------  -----------------
Total Available for Sale...............  $    17,719.2      $       527.7       $      169.9      $    18,077.0   
                                        =================  =================   ================  =================
Equity Securities:                                                                                                
  Common stock.........................  $       362.0      $        49.3       $       17.7      $       393.6   
                                        =================  =================   ================  =================

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        For publicly traded fixed  maturities and equity  securities,  estimated
        fair  value  is  determined  using  quoted  market  prices.   For  fixed
        maturities without a readily ascertainable market value, the Company has
        determined  an  estimated  fair  value  using  a  discounted  cash  flow
        approach,  including  provisions for credit risk, generally based on the
        assumption  such  securities  will be held to maturity.  Estimated  fair
        values for equity  securities,  substantially all of which do not have a
        readily ascertainable market value, have been determined by the Company.
        Such estimated fair values do not  necessarily  represent the values for
        which  these  securities  could  have  been  sold  at the  dates  of the
        consolidated  balance sheets. At December 31, 1997 and 1996,  securities
        without a readily ascertainable market value having an amortized cost of
        $3,759.2 million and $3,915.7 million,  respectively, had estimated fair
values of $3,903.9 million and $4,024.6 million, respectively.  

      The contractual maturity of bonds at December 31, 1997 is shown below:

                                                        [Enlarge/Download Table]


                                                                                Available for Sale          
                                                                        ------------------------------------
                                                                           Amortized          Estimated     
                                                                             Cost             Fair Value    
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Due in one year or less................................................  $      149.9       $      151.3    
Due in years two through five..........................................       2,962.8            3,025.2    
Due in years six through ten...........................................       6,863.9            7,093.0    
Due after ten years....................................................       6,952.3            7,502.7    
Mortgage-backed securities.............................................       1,702.8            1,725.0    
                                                                        ----------------   -----------------
Total..................................................................  $   18,631.7       $   19,497.2    
                                                                        ================   =================

        Bonds not due at a single  maturity date have been included in the above
        table in the year of final maturity.  Actual maturities will differ from
        contractual  maturities  because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.

        The  Insurance  Group's fixed  maturity  investment  portfolio  includes
        corporate high yield  securities  consisting of public high yield bonds,
        redeemable  preferred  stocks and directly  negotiated debt in leveraged
        buyout  transactions.  The Insurance  Group seeks to minimize the higher
        than normal credit risks  associated  with such securities by monitoring
        the total  investments  in any single  issuer or total  investment  in a
        particular  industry  group.  Certain  of  these  corporate  high  yield
        securities are classified as other than investment  grade by the various
        rating  agencies,  i.e., a rating below Baa or National  Association  of
        Insurance Commissioners ("NAIC") designation of 3 (medium grade), 4 or 5
        (below  investment  grade) or 6 (in or near  default).  At December  31,
        1997,  approximately 17.85% of the $18,610.6 million aggregate amortized
        cost of bonds held by the  Insurance  Group were  considered to be other
than investment grade.                                          

        In addition to its  holdings of  corporate  high yield  securities,  the
        Insurance Group is an equity investor in limited  partnership  interests
        which  primarily  invest  in  securities  considered  to be  other  than
investment grade.                                               

        Fixed maturity  investments with  restructured or modified terms are not
material.                                                       

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    Investment valuation allowances and changes thereto are shown below:

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Balances, beginning of year........................  $       137.1      $      325.3      $      284.9    
SFAS No. 121 release...............................            -              (152.4)              -      
Additions charged to income........................          334.6             125.0             136.0    
Deductions for writedowns and                                                                             
  asset dispositions...............................          (87.2)           (160.8)            (95.6)   
                                                    -----------------  ----------------  -----------------
Balances, End of Year..............................  $       384.5      $      137.1      $      325.3    
                                                    =================  ================  =================

Balances, end of year comprise:                                                                           
  Mortgage loans on real estate....................  $        55.8      $       50.4      $       65.5    
  Equity real estate...............................          328.7              86.7             259.8    
                                                    -----------------  ----------------  -----------------
Total..............................................  $       384.5      $      137.1      $      325.3    
                                                    =================  ================  =================

        At December 31, 1997, the carrying  values of  investments  held for the
        production  of income  which were  non-income  producing  for the twelve
        months preceding the consolidated  balance sheet date were $12.6 million
     of fixed maturities and $.9 million of mortgage loans on real estate.

        At  December  31,  1997 and 1996,  mortgage  loans on real  estate  with
        scheduled payments 60 days (90 days for agricultural  mortgages) or more
        past due or in  foreclosure  (collectively,  "problem  mortgage loans on
        real  estate") had an  amortized  cost of $23.4  million  (0.9% of total
        mortgage loans on real estate) and $12.4 million (0.4% of total mortgage
loans on real estate), respectively.                            

        The payment terms of mortgage loans on real estate may from time to time
        be  restructured or modified.  The investment in  restructured  mortgage
        loans on real  estate,  based on  amortized  cost,  amounted  to  $183.4
        million and $388.3 million at December 31, 1997 and 1996,  respectively.
        Gross interest income on restructured mortgage loans on real estate that
        would have been recorded in accordance  with the original  terms of such
        loans  amounted to $17.2  million,  $35.5  million and $52.1  million in
        1997, 1996 and 1995, respectively.  Gross interest income on these loans
        included  in net  investment  income  aggregated  $12.7  million,  $28.2
million and $37.4 million in 1997, 1996 and 1995, respectively. 

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
related provision for losses were as follows:                   

                                                        [Enlarge/Download Table]


                                                                                 December 31,               
                                                                    ----------------------------------------
                                                                           1997                 1996        
                                                                    -------------------  -------------------
                                                                                 (In Millions)              
                                                                                                            
Impaired mortgage loans with provision for losses..................  $        196.7       $        340.0    
Impaired mortgage loans without provision for losses...............             3.6                122.3    
                                                                    -------------------  -------------------
Recorded investment in impaired mortgage loans.....................           200.3                462.3    
Provision for losses...............................................           (51.8)               (46.4)   
                                                                    -------------------  -------------------
Net Impaired Mortgage Loans........................................  $        148.5       $        415.9    
                                                                    ===================  ===================

        Impaired mortgage loans without provision for losses are loans where the
        fair value of the  collateral  or the net present  value of the expected
        future cash flows  related to the loan  equals or exceeds  the  recorded
        investment.  Interest income earned on loans where the collateral  value
        is used to measure  impairment  is recorded  on a cash  basis.  Interest
        income  on loans  where the  present  value  method  is used to  measure
        impairment  is accrued on the net  carrying  value amount of the loan at
        the  interest  rate used to  discount  the cash  flows.  Changes  in the
        present  value  attributable  to  changes  in the  amount  or  timing of
expected cash flows are reported as investment gains or losses. 

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        During 1997, 1996 and 1995, respectively, the Company's average recorded
        investment in impaired mortgage loans was $246.9 million, $552.1 million
        and  $429.0  million.  Interest  income  recognized  on  these  impaired
        mortgage  loans totaled $15.2  million,  $38.8 million and $27.9 million
        ($2.3  million,  $17.9  million and $13.4  million  recognized on a cash
basis) for 1997, 1996 and 1995, respectively.                   

        The Insurance Group's investment in equity real estate is through direct
        ownership  and through  investments  in real estate joint  ventures.  At
        December  31, 1997 and 1996,  the  carrying  value of equity real estate
        held  for  sale  amounted  to  $1,023.5   million  and  $345.6  million,
        respectively.  For 1997,  1996 and 1995,  respectively,  real  estate of
        $152.0  million,  $58.7  million  and  $35.3  million  was  acquired  in
        satisfaction  of debt. At December 31, 1997 and 1996,  the Company owned
        $693.3 million and $771.7 million, respectively, of real estate acquired
in satisfaction of debt.                                        

        Depreciation of real estate is computed using the  straight-line  method
        over the estimated useful lives of the properties, which generally range
        from 40 to 50 years.  Accumulated depreciation on real estate was $541.1
        million and $587.5 million at December 31, 1997 and 1996,  respectively.
        Depreciation expense on real estate totaled $74.9 million, $91.8 million
and $121.7 million for 1997, 1996 and 1995, respectively.       

4)     JOINT VENTURES AND PARTNERSHIPS                                        

        Summarized combined financial information for real estate joint ventures
        (29 and 34  individual  ventures  as of  December  31,  1997  and  1996,
        respectively) and for limited partnership  interests accounted for under
        the equity  method,  in which the  Company  has an  investment  of $10.0
        million  or  greater  and an equity  interest  of 10% or  greater  is as
follows:                                                        

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            

                                                                                                            
BALANCE SHEETS                                                                                              
Investments in real estate, at depreciated cost........................  $    1,700.9       $    1,883.7    
Investments in securities, generally at estimated fair value...........       1,374.8            2,430.6    
Cash and cash equivalents..............................................         105.4               98.0    
Other assets...........................................................         584.9              427.0    
                                                                        ----------------   -----------------
Total Assets...........................................................  $    3,766.0       $    4,839.3    
                                                                        ================   =================

Borrowed funds - third party...........................................  $      493.4       $    1,574.3    
Borrowed funds - the Company...........................................          31.2              137.9    
Other liabilities......................................................         284.0              415.8    
                                                                        ----------------   -----------------
Total liabilities......................................................         808.6            2,128.0    
                                                                        ----------------   -----------------

Partners' capital......................................................       2,957.4            2,711.3    
                                                                        ----------------   -----------------

Total Liabilities and Partners' Capital................................  $    3,766.0       $    4,839.3    
                                                                        ================   =================

Equity in partners' capital included above.............................  $      568.5       $      806.8    
Equity in limited partnership interests not included above.............         331.8              201.8    
Other..................................................................           4.3                9.8    
                                                                        ----------------   -----------------
Carrying Value.........................................................  $      904.6       $    1,018.4    
                                                                        ================   =================

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                                                        [Enlarge/Download Table]

                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
STATEMENTS OF EARNINGS                                                                                    
Revenues of real estate joint ventures.............  $       310.5      $      348.9      $      463.5    
Revenues of other limited partnership interests....          506.3             386.1             242.3    
Interest expense - third party.....................          (91.8)           (111.0)           (135.3)   
Interest expense - the Company.....................           (7.2)            (30.0)            (41.0)   
Other expenses.....................................         (263.6)           (282.5)           (397.7)   
                                                    -----------------  ----------------  -----------------
Net Earnings.......................................  $       454.2      $      311.5      $      131.8    
                                                    =================  ================  =================

Equity in net earnings included above..............  $        76.7      $       73.9      $       49.1    
Equity in net earnings of limited partnerships                                                            
  interests not included above.....................           69.5              35.8              44.8    
Other..............................................            (.9)               .9               1.0    
                                                                                         -----------------
                                                    -----------------  ----------------  -----------------
Total Equity in Net Earnings.......................  $       145.3      $      110.6      $       94.9    
                                                    =================  ================  =================

5)     NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)                    

The sources of net investment income are summarized as follows: 

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Fixed maturities...................................  $     1,459.4      $    1,307.4      $    1,151.1    
Mortgage loans on real estate......................          260.8             303.0             329.0    
Equity real estate.................................          390.4             442.4             560.4    
Other equity investments...........................          156.9             122.0              76.9    
Policy loans.......................................          177.0             160.3             144.4    
Other investment income............................          181.7             217.4             273.0    
                                                    -----------------  ----------------  -----------------

  Gross investment income..........................        2,626.2           2,552.5           2,534.8    
                                                    -----------------  ----------------  -----------------

  Investment expenses..............................          343.4             348.9             446.6    
                                                    -----------------  ----------------  -----------------

Net Investment Income..............................  $     2,282.8      $    2,203.6      $    2,088.2    
                                                    =================  ================  =================

        Investment  gains  (losses),  net,  including  changes in the  valuation
allowances, are summarized as follows:                          

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Fixed maturities...................................  $        88.1      $       60.5      $      119.9    
Mortgage loans on real estate......................          (11.2)            (27.3)            (40.2)   
Equity real estate.................................         (391.3)            (79.7)            (86.6)   
Other equity investments...........................           14.1              18.9              12.8    
Sale of subsidiaries...............................          252.1               -                 -      
Issuance and sales of Alliance Units...............            -                20.6               -      
Other..............................................            3.0              (2.8)              (.6)   
                                                    -----------------  ----------------  -----------------
Investment (Losses) Gains, Net.....................  $       (45.2)     $       (9.8)     $        5.3    
                                                    =================  ================  =================

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        Writedowns of fixed maturities amounted to $11.7 million,  $29.9 million
        and $46.7 million for 1997, 1996 and 1995, respectively,  and writedowns
        of  equity  real  estate  subsequent  to the  adoption  of SFAS No.  121
        amounted  to  $136.4  million  and  $23.7  million  for 1997  and  1996,
        respectively.  In the fourth quarter of 1997,  the Company  reclassified
        $1,095.4 million depreciated cost of equity real estate from real estate
        held  for the  production  of  income  to real  estate  held  for  sale.
        Additions to valuation  allowances of $227.6  million were recorded upon
        these transfers.  Additionally in the fourth quarter,  $132.3 million of
      writedowns on real estate held for production of income were recorded.

        For 1997,  1996 and 1995,  respectively,  proceeds  received on sales of
        fixed  maturities  classified as available for sale amounted to $9,789.7
        million,  $8,353.5 million and $8,206.0  million.  Gross gains of $166.0
        million,  $154.2  million and $211.4  million and gross losses of $108.8
        million, $92.7 million and $64.2 million, respectively, were realized on
        these sales. The change in unrealized  investment gains (losses) related
        to fixed maturities  classified as available for sale for 1997, 1996 and
        1995 amounted to $513.4 million,  $(258.0) million and $1,077.2 million,
respectively.                                                   

        For 1997,  1996 and 1995,  investment  results passed through to certain
        participating   group   annuity   contracts  as  interest   credited  to
        policyholders'  account  balances  amounted  to $137.5  million,  $136.7
million and $131.2 million, respectively.                       

        On June 10, 1997,  Equitable Life sold EREIM (other than its interest in
        Column Financial, Inc.) ("ERE") to Lend Lease Corporation Limited ("Lend
        Lease"),  a  publicly  traded,   international  property  and  financial
        services  company based in Sydney,  Australia.  The total purchase price
        was $400.0  million and consisted of $300.0 million in cash and a $100.0
        million note maturing in eight years and bearing interest at the rate of
        7.4%,  subject to certain  adjustments.  Equitable  Life  recognized  an
        investment  gain of $162.4  million,  net of Federal income tax of $87.4
        million as a result of this  transaction.  Equitable  Life  entered into
        long-term  advisory  agreements  whereby  ERE will  continue  to provide
        substantially  the same services to Equitable Life's General Account and
        Separate Accounts, for substantially the same fees, as provided prior to
the sale.                                                       

        Through  June 10, 1997 and the years ended  December  31, 1996 and 1995,
        respectively,  the businesses sold reported  combined  revenues of $91.6
        million,  $226.1 million and $245.6 million and combined net earnings of
        $10.7 million,  $30.7 million and $27.9 million.  Total combined  assets
        and liabilities as reported at December 31, 1996 were $171.8 million and
$130.1 million, respectively.                                   

        In  1996,  Alliance  acquired  the  business  of  Cursitor-Eaton   Asset
        Management   Company  and  Cursitor   Holdings  Limited   (collectively,
        "Cursitor")  for  approximately   $159.0  million.  The  purchase  price
        consisted of $94.3 million in cash,  1.8 million of Alliance's  publicly
        traded units  ("Alliance  Units"),  6% notes  aggregating  $21.5 million
        payable   ratably   over  four   years,   and   substantial   additional
        consideration  to be  determined  at a later  date.  The  excess  of the
        purchase price, including acquisition costs and minority interest,  over
        the  fair  value of  Cursitor's  net  assets  acquired  resulted  in the
        recognition  of  intangible  assets  consisting  of  costs  assigned  to
        contracts  acquired and  goodwill of  approximately  $122.8  million and
        $38.3 million,  respectively.  The Company recognized an investment gain
        of $20.6  million as a result of the issuance of Alliance  Units in this
        transaction.  On June 30, 1997,  Alliance  reduced the recorded value of
        goodwill  and  contracts  associated  with  Alliance's   acquisition  of
        Cursitor by $120.9 million.  This charge reflected  Alliance's view that
        Cursitor's continuing decline in assets under management and its reduced
        profitability,  resulting from relative investment underperformance,  no
        longer supported the carrying value of its investment.  As a result, the
        Company's  earnings from continuing  operations before cumulative effect
        of accounting change for 1997 included a charge of $59.5 million, net of
        a Federal  income tax benefit of $10.0 million and minority  interest of
        $51.4  million.  The  remaining  balance of  intangible  assets is being
        amortized  over its estimated  useful life of 20 years.  At December 31,
        1997, the Company's ownership of Alliance Units was approximately 56.9%.

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        Net unrealized  investment gains (losses),  included in the consolidated
        balance  sheets  as a  component  of  equity  and  the  changes  for the
corresponding years, are summarized as follows:                 

                                                        [Enlarge/Download Table]

                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Balance, beginning of year.........................  $       189.9      $      396.5      $     (220.5)   
Changes in unrealized investment gains (losses)....          543.3            (297.6)          1,198.9    
Changes in unrealized investment losses                                                                   
  (gains) attributable to:                                                                                
    Participating group annuity contracts..........           53.2               -               (78.1)   
    DAC............................................          (89.0)             42.3            (216.8)   
    Deferred Federal income taxes..................         (163.8)             48.7            (287.0)   
                                                    -----------------  ----------------  -----------------
Balance, End of Year...............................  $       533.6      $      189.9      $      396.5    
                                                    =================  ================  =================

Balance, end of year comprises:                                                                           
  Unrealized investment gains on:                                                                         
    Fixed maturities...............................  $       871.2      $      357.8      $      615.9    
    Other equity investments.......................           33.7              31.6              31.1    
    Other, principally Closed Block................           80.9              53.1              93.1    
                                                    -----------------  ----------------  -----------------
      Total........................................          985.8             442.5             740.1    
  Amounts of unrealized investment gains                                                                  
    attributable to:                                                                                      
      Participating group annuity contracts........          (19.0)            (72.2)            (72.2)   
      DAC..........................................         (141.0)            (52.0)            (94.3)   
      Deferred Federal income taxes................         (292.2)           (128.4)           (177.1)   
                                                    -----------------  ----------------  -----------------
Total..............................................  $       533.6      $      189.9      $      396.5    
                                                    =================  ================  =================

6)      CLOSED BLOCK                                                            

Summarized financial information for the Closed Block follows:  

                                                        [Enlarge/Download Table]


                                                                                  December 31,              
                                                                      --------------------------------------
                                                                            1997                 1996       
                                                                      -----------------    -----------------
                                                                                  (In Millions)             
                                                                                                            
Assets                                                                                                      
Fixed Maturities:                                                                                           
  Available for sale, at estimated fair value (amortized cost,                                              
    $4,059.4 and $3,820.7)...........................................  $    4,231.0         $    3,889.5    
Mortgage loans on real estate........................................       1,341.6              1,380.7    
Policy loans.........................................................       1,700.2              1,765.9    
Cash and other invested assets.......................................         282.7                336.1    
DAC..................................................................         775.2                876.5    
Other assets.........................................................         235.9                246.3    
                                                                      -----------------    -----------------
Total Assets.........................................................  $    8,566.6         $    8,495.0    
                                                                      =================    =================

Liabilities                                                                                                 
Future policy benefits and policyholders' account balances...........  $    8,993.2         $    8,999.7    
Other liabilities....................................................          80.5                 91.6    
                                                                      -----------------    -----------------
Total Liabilities....................................................  $    9,073.7         $    9,091.3    
                                                                      =================    =================

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                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Revenues                                                                                                  
Premiums and other revenue.........................  $       687.1      $      724.8      $      753.4    
Investment income (net of investment                                                                      
  expenses of $27.0, $27.3 and $26.7)..............          574.9             546.6             538.9    
Investment losses, net.............................          (42.4)             (5.5)            (20.2)   
                                                    -----------------  ----------------  -----------------
      Total revenues...............................        1,219.6           1,265.9           1,272.1    
                                                    -----------------  ----------------  -----------------

Benefits and Other Deductions                                                                             
Policyholders' benefits and dividends..............        1,066.7           1,106.3           1,077.6    
Other operating costs and expenses.................           50.4              34.6              51.3    
                                                    -----------------  ----------------  -----------------
      Total benefits and other deductions..........        1,117.1           1,140.9           1,128.9    
                                                    -----------------  ----------------  -----------------

Contribution from the Closed Block.................  $       102.5      $      125.0      $      143.2    
                                                    =================  ================  =================

        At December 31, 1997 and 1996, problem mortgage loans on real estate had
        an amortized  cost of $8.1 million and $4.3 million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had an amortized cost of $70.5 million and $114.2 million,
        respectively.  At December 31, 1996, the restructured  mortgage loans on
        real estate  amount  included $.7 million of problem  mortgage  loans on
real estate.                                                    

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
related provision for losses were as follows:                   

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Impaired mortgage loans with provision for losses......................  $       109.1      $       128.1   
Impaired mortgage loans without provision for losses...................             .6                 .6   
                                                                        ----------------   -----------------
Recorded investment in impaired mortgages..............................          109.7              128.7   
Provision for losses...................................................          (17.4)             (12.9)  
                                                                        ----------------   -----------------
Net Impaired Mortgage Loans............................................  $        92.3      $       115.8   
                                                                        ================   =================

        During  1997,  1996  and  1995,  the  Closed  Block's  average  recorded
        investment in impaired mortgage loans was $110.2 million, $153.8 million
        and $146.9 million,  respectively.  Interest income  recognized on these
        impaired  mortgage  loans totaled $9.4  million,  $10.9 million and $5.9
        million  ($4.1  million,  $4.7 million and $1.3 million  recognized on a
cash basis) for 1997, 1996 and 1995, respectively.              

        Valuation  allowances  amounted to $18.5  million  and $13.8  million on
        mortgage  loans on real  estate and $16.8  million  and $3.7  million on
        equity real estate at December  31, 1997 and 1996,  respectively.  As of
        January  1,  1996,  the  adoption  of  SFAS  No.  121  resulted  in  the
        recognition of impairment losses of $5.6 million on real estate held for
        production of income.  Writedowns of fixed  maturities  amounted to $3.5
        million,  $12.8  million  and $16.8  million  for  1997,  1996 and 1995,
        respectively  and  writedowns  of equity real estate  subsequent  to the
adoption of SFAS No. 121 amounted to $28.8 million for 1997.    

        In the fourth quarter of 1997, $72.9 million  depreciated cost of equity
        real estate held for  production  of income was  reclassified  to equity
        real estate held for sale.  Additions to valuation  allowances  of $15.4
        million were recorded upon these transfers.  Additionally, in the fourth
        quarter,  $28.8 million of writedowns on real estate held for production
of income were recorded.                                        

        Many  expenses  related  to  Closed  Block  operations  are  charged  to
        operations  outside of the Closed Block;  accordingly,  the contribution
        from the Closed Block does not represent the actual profitability of the
        Closed Block  operations.  Operating  costs and expenses  outside of the
        Closed Block are, therefore, disproportionate to the business outside of
the Closed Block.                                               

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7)     DISCONTINUED OPERATIONS                                                

     Summarized financial information for discontinued operations follows:

                                                        [Enlarge/Download Table]


                                                                                  December 31,              
                                                                      --------------------------------------
                                                                            1997                 1996       
                                                                      -----------------    -----------------
                                                                                  (In Millions)             

                                                                                                            
Assets                                                                                                      
Mortgage loans on real estate........................................  $      655.5         $    1,111.1    
Equity real estate...................................................         655.6                925.6    
Other equity investments.............................................         209.3                300.5    
Short-term investments...............................................         102.0                 63.2    
Other invested assets................................................          41.9                 50.9    
                                                                      -----------------    -----------------
  Total investments..................................................       1,664.3              2,451.3    
Cash and cash equivalents............................................         106.8                 42.6    
Other assets.........................................................         253.9                242.9    
                                                                      -----------------    -----------------
Total Assets.........................................................  $    2,025.0         $    2,736.8    
                                                                      =================    =================

Liabilities                                                                                                 
Policyholders' liabilities...........................................  $    1,048.3         $    1,335.9    
Allowance for future losses..........................................         259.2                262.0    
Amounts due to continuing operations.................................         572.8                996.2    
Other liabilities....................................................         144.7                142.7    
                                                                      -----------------    -----------------
Total Liabilities....................................................  $    2,025.0         $    2,736.8    
                                                                      =================    =================

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Revenues                                                                                                  
Investment income (net of investment                                                                      
  expenses of $97.3, $127.5 and $153.1)............  $       188.6      $      245.4      $      323.6    
Investment losses, net.............................         (173.7)            (18.9)            (22.9)   
Policy fees, premiums and other income.............             .2                .2                .7    
                                                    -----------------  ----------------  -----------------
Total revenues.....................................           15.1             226.7             301.4    

Benefits and other deductions......................          169.5             250.4             326.5    
Losses charged to allowance for future losses......         (154.4)            (23.7)            (25.1)   
                                                    -----------------  ----------------  -----------------
Pre-tax loss from operations.......................            -                 -                 -      
Pre-tax loss from strengthening of the                                                                    
  allowance for future losses......................         (134.1)           (129.0)              -      
Federal income tax benefit.........................           46.9              45.2               -      
                                                    -----------------  ----------------  -----------------
Loss from Discontinued Operations..................  $       (87.2)     $      (83.8)     $        -      
                                                    =================  ================  =================

        The Company's  quarterly process for evaluating the allowance for future
        losses  applies  the  current   period's  results  of  the  discontinued
        operations  against  the  allowance,  re-estimates  future  losses,  and
        adjusts the  allowance,  if  appropriate.  Additionally,  as part of the
        Company's  annual  planning  process  which  takes  place in the  fourth
        quarter of each year,  investment and benefit cash flow  projections are
        prepared.  These updated  assumptions and estimates resulted in the need
to strengthen the allowance in 1997 and 1996, respectively.     

        In the fourth quarter of 1997, $329.9 million depreciated cost of equity
        real estate was reclassified from equity real estate held for production
        of  income  to  real  estate  held  for  sale.  Additions  to  valuation
        allowances  of $79.8  million  were  recognized  upon  these  transfers.
        Additionally,  in the fourth quarter, $92.5 million of writedown on real
estate held for production of income were recognized.           

        Benefits and other deductions includes $53.3 million, $114.3 million and
        $154.6  million of interest  expense  related to amounts  borrowed  from
continuing operations in 1997, 1996 and 1995, respectively.     

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        Valuation  allowances  amounted  to $28.4  million  and $9.0  million on
        mortgage  loans on real estate and $88.4  million  and $20.4  million on
        equity real estate at December  31, 1997 and 1996,  respectively.  As of
        January 1, 1996,  the  adoption of SFAS No. 121 resulted in a release of
        existing valuation allowances of $71.9 million on equity real estate and
        recognition  of  impairment  losses of $69.8 million on real estate held
        for production of income. Writedowns of equity real estate subsequent to
        the adoption of SFAS No. 121 amounted to $95.7 million and $12.3 million
for 1997 and 1996, respectively.                                

        At December 31, 1997 and 1996, problem mortgage loans on real estate had
        amortized  costs of $11.0  million and $7.9 million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had amortized  costs of $109.4 million and $208.1 million,
respectively.                                                   

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
related provision for losses were as follows:                   

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            

                                                                                                            
Impaired mortgage loans with provision for losses......................  $       101.8      $        83.5   
Impaired mortgage loans without provision for losses...................             .2               15.0   
                                                                        ----------------   -----------------
Recorded investment in impaired mortgages..............................          102.0               98.5   
Provision for losses...................................................          (27.3)              (8.8)  
                                                                        ----------------   -----------------
Net Impaired Mortgage Loans............................................  $        74.7      $        89.7   
                                                                        ================   =================

        During  1997,  1996  and  1995,  the  discontinued  operations'  average
        recorded investment in impaired mortgage loans was $89.2 million, $134.8
        million and $177.4 million, respectively.  Interest income recognized on
        these impaired  mortgage  loans totaled $6.6 million,  $10.1 million and
        $4.5 million ($5.3 million, $7.5 million and $.4 million recognized on a
cash basis) for 1997, 1996 and 1995, respectively.              

        At December  31, 1997 and 1996,  discontinued  operations  had  carrying
        values of $156.2  million  and  $263.0  million,  respectively,  of real
estate acquired in satisfaction of debt.                        

8)      SHORT-TERM AND LONG-TERM DEBT                                           

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

                                                        [Enlarge/Download Table]


                                                                                  December 31,              
                                                                      --------------------------------------
                                                                            1997                 1996       
                                                                      -----------------    -----------------
                                                                                  (In Millions)             
                                                                                                            
Short-term debt......................................................  $      422.2         $      174.1    
                                                                      -----------------    -----------------
Long-term debt:                                                                                             
Equitable Life:                                                                                             
  6.95% surplus notes scheduled to mature 2005.......................         399.4                399.4    
  7.70% surplus notes scheduled to mature 2015.......................         199.7                199.6    
  Other..............................................................            .3                   .5    
                                                                      -----------------    -----------------
      Total Equitable Life...........................................         599.4                599.5    
                                                                      -----------------    -----------------
Wholly Owned and Joint Venture Real Estate:                                                                 
  Mortgage notes, 5.87% - 12.00% due through 2006....................         951.1                968.6    
                                                                      -----------------    -----------------
Alliance:                                                                                                   
  Other..............................................................          18.5                 24.7    
                                                                      -----------------    -----------------
Total long-term debt.................................................       1,569.0              1,592.8    
                                                                      -----------------    -----------------

Total Short-term and Long-term Debt..................................  $    1,991.2         $    1,766.9    
                                                                      =================    =================

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Short-term Debt                                                 

        Equitable  Life has a $350.0 million bank credit  facility  available to
        fund  short-term  working capital needs and to facilitate the securities
        settlement  process.  The  credit  facility  consists  of two  types  of
        borrowing  options with varying interest rates and expires in June 2000.
        The interest rates are based on external  indices  dependent on the type
        of borrowing  and at December 31, 1997 range from 5.88% to 8.50%.  There
        were no  borrowings  outstanding  under  this bank  credit  facility  at
December 31, 1997.                                              

        Equitable  Life has a  commercial  paper  program with an issue limit of
        $500.0 million. This program is available for general corporate purposes
        used to support  Equitable  Life's  liquidity  needs and is supported by
        Equitable  Life's  existing  $350.0  million  bank credit  facility.  At
    December 31, 1997, $50.0 million was outstanding under this program.

        During 1996,  Alliance entered into a $250.0 million five-year revolving
        credit facility with a group of banks. Under the facility,  the interest
        rate, at the option of Alliance, is a floating rate generally based upon
        a defined  prime rate,  a rate related to the London  Interbank  Offered
        Rate  ("LIBOR") or the Federal  funds rate. A facility fee is payable on
        the  total  facility.  The  revolving  credit  facility  will be used to
        provide back-up liquidity for Alliance's $250.0 million commercial paper
        program, to fund commission payments to financial intermediaries for the
        sale of Class B and C shares under Alliance's  mutual fund  distribution
        system, and for general working capital purposes.  At December 31, 1997,
        Alliance had $72.0 million in  commercial  paper  outstanding  and there
were no borrowings under the revolving credit facility.         

Long-term Debt                                                  

        Several of the long-term  debt  agreements  have  restrictive  covenants
        related  to the total  amount of debt,  net  tangible  assets  and other
matters. The Company is in compliance with all debt covenants.  

        On December 18, 1995,  Equitable Life issued, in accordance with Section
        1307 of the New York  Insurance  Law,  $400.0  million of surplus  notes
        having an interest rate of 6.95%  scheduled to mature in 2005 and $200.0
        million of surplus notes having an interest  rate of 7.70%  scheduled to
        mature  in 2015  (together,  the  "Surplus  Notes").  Proceeds  from the
        issuance  of the  Surplus  Notes  were  $596.6  million,  net of related
        issuance  costs.  Payments of interest on, or principal  of, the Surplus
Notes are subject to prior approval by the Superintendent.      

        The Company has pledged real estate, mortgage loans, cash and securities
        amounting to $1,164.0  million and $1,406.4 million at December 31, 1997
 and 1996, respectively, as collateral for certain long-term debt.

        At December 31, 1997,  aggregate  maturities of the long-term debt based
        on required  principal  payments at maturity for 1998 and the succeeding
        four  years are $565.8  million,  $201.4  million,  $8.6  million,  $1.7
      million and $1.8 million, respectively, and $790.6 million thereafter.

9)     FEDERAL INCOME TAXES                                                   

        A  summary  of the  Federal  income  tax  expense  in  the  consolidated
statements of earnings is shown below:                          

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Federal income tax expense (benefit):                                                                     
  Current..........................................  $       186.5      $       97.9      $      (11.7)   
  Deferred.........................................          (95.0)            (88.2)            132.2    
                                                    -----------------  ----------------  -----------------
Total..............................................  $        91.5      $        9.7      $      120.5    
                                                    =================  ================  =================

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        The Federal income taxes  attributable  to  consolidated  operations are
        different from the amounts determined by multiplying the earnings before
        Federal  income  taxes and  minority  interest by the  expected  Federal
        income  tax  rate of 35%.  The  sources  of the  difference  and the tax
effects of each are as follows:                                 

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Expected Federal income tax expense................  $       234.7      $       73.0      $      173.7    
Non-taxable minority interest......................          (38.0)            (28.6)            (22.0)   
Adjustment of tax audit reserves...................          (81.7)              6.9               4.1    
Equity in unconsolidated subsidiaries..............          (45.1)            (32.3)            (19.4)   
Other..............................................           21.6              (9.3)            (15.9)   
                                                    -----------------  ----------------  -----------------
Federal Income Tax Expense.........................  $        91.5      $        9.7      $      120.5    
                                                    =================  ================  =================

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

                                                        [Enlarge/Download Table]

                                               December 31, 1997                  December 31, 1996         
                                        ---------------------------------  ---------------------------------
                                            Assets         Liabilities         Assets         Liabilities   
                                        ---------------  ----------------  ---------------   ---------------
                                                                   (In Millions)                            

                                                                                                            
Compensation and related benefits......  $     257.9      $        -        $      259.2      $       -     
Other..................................         30.7               -                 -                1.8   
DAC, reserves and reinsurance..........          -               222.8               -              166.0   
Investments............................          -               405.7               -              328.6   
                                        ---------------  ----------------  ---------------   ---------------
Total..................................  $     288.6      $      628.5      $      259.2      $     496.4   
                                        ===============  ================  ===============   ===============

        The deferred Federal income taxes impacting  operations  reflect the net
        tax effects of temporary  differences  between the  carrying  amounts of
        assets and liabilities for financial  reporting purposes and the amounts
        used for income tax purposes. The sources of these temporary differences
and the tax effects of each are as follows:                     

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
DAC, reserves and reinsurance......................  $        46.2      $     (156.2)     $       63.3    
Investments........................................         (113.8)             78.6              13.0    
Compensation and related benefits..................            3.7              22.3              30.8    
Other..............................................          (31.1)            (32.9)             25.1    
                                                    -----------------  ----------------  -----------------
Deferred Federal Income Tax                                                                               
  (Benefit) Expense................................  $       (95.0)     $      (88.2)     $      132.2    
                                                    =================  ================  =================

        The Internal  Revenue Service (the "IRS") is in the process of examining
        the Company's consolidated Federal income tax returns for the years 1989
        through  1991.  Management  believes  these audits will have no material
adverse effect on the Company's results of operations.          

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10)     REINSURANCE AGREEMENTS                                                  

        The Insurance Group assumes and cedes  reinsurance  with other insurance
        companies.  The Insurance Group evaluates the financial condition of its
        reinsurers to minimize its exposure to significant losses from reinsurer
        insolvencies. Ceded reinsurance does not relieve the originating insurer
        of  liability.  The  effect of  reinsurance  (excluding  group  life and
health) is summarized as follows:                               

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Direct premiums....................................  $       448.6      $      461.4      $      474.2    
Reinsurance assumed................................          198.3             177.5             171.3    
Reinsurance ceded..................................          (45.4)            (41.3)            (38.7)   
                                                    -----------------  ----------------  -----------------
Premiums...........................................  $       601.5      $      597.6      $      606.8    
                                                    =================  ================  =================

Universal Life and Investment-type Product                                                                
  Policy Fee Income Ceded..........................  $        61.0      $       48.2      $       44.0    
                                                    =================  ================  =================
Policyholders' Benefits Ceded......................  $        70.6      $       54.1      $       48.9    
                                                    =================  ================  =================
Interest Credited to Policyholders' Account                                                               
  Balances Ceded...................................  $        36.4      $       32.3      $       28.5    
                                                    =================  ================  =================

        Effective  January 1, 1994, all in force business above $5.0 million was
        reinsured.   During  1996,  the  Company's   retention  limit  on  joint
        survivorship  policies was  increased to $15.0  million.  The  Insurance
        Group also reinsures the entire risk on certain substandard underwriting
risks as well as in certain other cases.                        

        The Insurance  Group cedes 100% of its group life and health business to
        a third party  insurance  company.  Premiums ceded totaled $1.6 million,
        $2.4 million and $260.6 million for 1997,  1996 and 1995,  respectively.
        Ceded death and disability benefits totaled $4.3 million,  $21.2 million
        and $188.1  million  for 1997,  1996 and 1995,  respectively.  Insurance
        liabilities  ceded totaled $593.8 million and $652.4 million at December
31, 1997 and 1996, respectively.                                

11)     EMPLOYEE BENEFIT PLANS                                                  

        The Company sponsors  qualified and non-qualified  defined benefit plans
        covering   substantially  all  employees  (including  certain  qualified
        part-time employees), managers and certain agents. The pension plans are
        non-contributory.  Equitable Life's benefits are based on a cash balance
        formula or years of service  and final  average  earnings,  if  greater,
        under certain grandfathering rules in the plans. Alliance's benefits are
        based on years of  credited  service,  average  final  base  salary  and
        primary social  security  benefits.  The Company's  funding policy is to
        make the minimum contribution required by the Employee Retirement Income
Security Act of 1974 ("ERISA").                                 

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

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Service cost.......................................  $        32.5      $       33.8      $       30.0    
Interest cost on projected benefit obligations.....          128.2             120.8             122.0    
Actual return on assets............................         (307.6)           (181.4)           (309.2)   
Net amortization and deferrals.....................          166.6              43.4             155.6    
                                                    -----------------  ----------------  -----------------
Net Periodic Pension Cost (Credit).................  $        19.7      $       16.6      $       (1.6)   
                                                    =================  ================  =================

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

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Actuarial present value of obligations:                                                                     
  Vested...............................................................  $    1,702.6       $    1,672.2    
  Non-vested...........................................................           3.9               10.1    
                                                                        ----------------   -----------------
Accumulated Benefit Obligation.........................................  $    1,706.5       $    1,682.3    
                                                                        ================   =================

Plan assets at fair value..............................................  $    1,867.4       $    1,626.0    
Projected benefit obligations..........................................       1,801.3            1,765.5    
                                                                        ----------------   -----------------
Projected benefit obligations (in excess of) or less than plan assets..          66.1             (139.5)   
Unrecognized prior service cost........................................          (9.9)             (17.9)   
Unrecognized net loss from past experience different                                                        
  from that assumed....................................................          95.0              280.0    
Unrecognized net asset at transition...................................           3.1                4.7    
Additional minimum liability...........................................           -                (19.3)   
                                                                        ----------------   -----------------
Prepaid  Pension Cost..................................................  $      154.3       $      108.0    
                                                                        ================   =================

        The  discount  rate and rate of increase in future  compensation  levels
        used in  determining  the actuarial  present value of projected  benefit
        obligations were 7.25% and 4.07%, respectively, at December 31, 1997 and
        7.5% and 4.25%,  respectively,  at December 31,  1996.  As of January 1,
        1997 and 1996,  the expected  long-term rate of return on assets for the
retirement plan was 10.25%.                                     

        The  Company  recorded,  as a  reduction  of  shareholders'  equity,  an
        additional minimum pension liability of $17.3 million and $12.9 million,
        net  of  Federal   income   taxes,   at  December  31,  1997  and  1996,
        respectively,  primarily  representing  the  excess  of the  accumulated
        benefit  obligation  of the  qualified  pension  plan  over the  accrued
liability.                                                      

        The  pension  plan's  assets  include   corporate  and  government  debt
        securities,  equity  securities,  equity real estate and shares of group
trusts managed by Alliance.                                     

        Prior to 1987, the qualified plan funded participants'  benefits through
        the purchase of non-participating annuity contracts from Equitable Life.
        Benefit payments under these contracts were approximately $33.2 million,
      $34.7 million and $36.4 million for 1997, 1996 and 1995, respectively.

        The  Company  provides  certain  medical  and  life  insurance  benefits
        (collectively,  "postretirement  benefits")  for  qualifying  employees,
        managers and agents  retiring from the Company (i) on or after attaining
        age 55 who  have at  least  10  years  of  service  or (ii) on or  after
        attaining  age 65 or (iii) whose jobs have been  abolished  and who have
        attained age 50 with 20 years of service.  The life  insurance  benefits
        are related to age and salary at retirement. The costs of postretirement
        benefits are  recognized in accordance  with the  provisions of SFAS No.
        106. The Company  continues to fund  postretirement  benefits costs on a
        pay-as-you-go  basis and,  for 1997,  1996 and 1995,  the  Company  made
        estimated  postretirement  benefits  payments  of $18.7  million,  $18.9
million and $31.1 million, respectively.                        

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        The  following  table  sets  forth the  postretirement  benefits  plan's
        status,  reconciled to amounts recognized in the Company's  consolidated
financial statements:                                           

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Service cost.......................................  $         4.5      $        5.3      $        4.0    
Interest cost on accumulated postretirement                                                               
  benefits obligation..............................           34.7              34.6              34.7    
Net amortization and deferrals.....................            1.9               2.4              (2.3)   
                                                    -----------------  ----------------  -----------------
Net Periodic Postretirement Benefits Costs.........  $        41.1      $       42.3      $       36.4    
                                                    =================  ================  =================

                                                        [Enlarge/Download Table]

                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Accumulated postretirement benefits obligation:                                                             
  Retirees.............................................................  $      388.5       $      381.8    
  Fully eligible active plan participants..............................          45.7               50.7    
  Other active plan participants.......................................          56.6               60.7    
                                                                        ----------------   -----------------
                                                                                490.8              493.2    
Unrecognized prior service cost........................................          40.3               50.5    
Unrecognized net loss from past experience different                                                        
  from that assumed and from changes in assumptions....................        (140.6)            (150.5)   
                                                                        ----------------   -----------------
Accrued Postretirement Benefits Cost...................................  $      390.5       $      393.2    
                                                                        ================   =================

        Since January 1, 1994,  costs to the Company for providing these medical
        benefits  available  to  retirees  under  age 65 are the  same as  those
        offered to active  employees and costs to the Company of providing these
        medical  benefits  will  be  limited  to  200%  of  1993  costs  for all
participants.                                                   

        The  assumed   health  care  cost  trend  rate  used  in  measuring  the
        accumulated  postretirement  benefits  obligation  was  8.75%  in  1997,
        gradually  declining  to 2.75% in the  year  2009 and in 1996 was  9.5%,
        gradually  declining to 3.5% in the year 2009. The discount rate used in
        determining the accumulated postretirement benefits obligation was 7.25%
and 7.50% at December 31, 1997 and 1996, respectively.          

        If the health care cost trend rate assumptions were increased by 1%, the
        accumulated  postretirement  benefits obligation as of December 31, 1997
        would be  increased  7%.  The  effect  of this  change on the sum of the
service cost and interest cost would be an increase of 8%.      

12)     DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS                     

Derivatives                                                     

        The Insurance Group primarily uses derivatives for asset/liability  risk
        management and for hedging individual securities. Derivatives mainly are
        utilized to reduce the  Insurance  Group's  exposure  to  interest  rate
        fluctuations.  Accounting for interest rate swap  transactions  is on an
        accrual   basis.   Gains  and  losses  related  to  interest  rate  swap
        transactions are amortized as yield  adjustments over the remaining life
        of the underlying  hedged  security.  Income and expense  resulting from
        interest rate swap  activities are reflected in net  investment  income.
        The  notional  amount of  matched  interest  rate swaps  outstanding  at
        December  31,  1997 and 1996,  respectively,  was  $1,353.4  million and
        $649.9 million.  The average unexpired terms at December 31, 1997 ranged
        from 1.5 to 3.8 years.  At December  31, 1997,  the cost of  terminating
        outstanding  matched  swaps in a loss position was $10.9 million and the
        unrealized  gain on  outstanding  matched  swaps in a gain  position was
        $38.9  million.  The  Company  has no  intention  of  terminating  these
        contracts  prior to  maturity.  During  1996 and 1995,  net gains of $.2
        million and $1.4 million, respectively, were recorded in connection with
        interest rate swap activity.  Equitable Life has implemented an interest
        rate cap program designed to hedge crediting rates on interest-sensitive
    individual annuities contracts. The outstanding notional  amounts at

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        December 31, 1997 of contracts  purchased and sold were $7,250.0 million
        and $875.0 million, respectively. The net premium paid by Equitable Life
        on these contracts was $48.5 million and is being amortized ratably over
        the  contract  periods  ranging  from 1 to 5 years.  Income and  expense
        resulting  from this program are  reflected as an adjustment to interest
credited to policyholders' account balances.                    

        Substantially  all of DLJ's  activities  related to derivatives  are, by
        their nature trading  activities  which are primarily for the purpose of
        customer accommodations.  DLJ enters into certain contractual agreements
        referred to as derivatives or  off-balance-sheet  financial  instruments
        involving  futures,  forwards and options.  DLJ's derivative  activities
        consist of writing  over-the-counter  ("OTC") options to accommodate its
        customer  needs,  trading in forward  contracts in U.S.  government  and
        agency  issued or  guaranteed  securities  and in futures  contracts  on
        equity-based  indices,  interest rate  instruments  and  currencies  and
        issuing   structured   products  based  on  emerging  market   financial
        instruments  and  indices.  DLJ's  involvement  in  swap  contracts  and
commodity derivative instruments is not significant.            

Fair Value of Financial Instruments                             

        The Company  defines  fair value as the quoted  market  prices for those
        instruments  that are  actively  traded in financial  markets.  In cases
        where quoted market prices are not available,  fair values are estimated
        using  present  value  or other  valuation  techniques.  The fair  value
        estimates  are made at a  specific  point in  time,  based on  available
        market  information  and  judgments  about  the  financial   instrument,
        including  estimates  of the timing and amount of  expected  future cash
        flows and the credit standing of  counterparties.  Such estimates do not
        reflect any premium or discount that could result from offering for sale
        at one time the  Company's  entire  holdings of a  particular  financial
        instrument,  nor do they consider the tax impact of the  realization  of
        unrealized  gains or losses.  In many  cases,  the fair value  estimates
        cannot be  substantiated by comparison to independent  markets,  nor can
        the  disclosed  value  be  realized  in  immediate   settlement  of  the
instrument.                                                     

        Certain  financial  instruments  are  excluded,  particularly  insurance
        liabilities  other than financial  guarantees and investment  contracts.
        Fair market  value of  off-balance-sheet  financial  instruments  of the
Insurance Group was not material at December 31, 1997 and 1996. 

        Fair  values  for  mortgage  loans  on  real  estate  are  estimated  by
        discounting  future contractual cash flows using interest rates at which
        loans with similar  characteristics  and credit  quality  would be made.
        Fair values for foreclosed mortgage loans and problem mortgage loans are
        limited to the  estimated  fair value of the  underlying  collateral  if
lower.                                                          

        Fair values of policy loans are estimated by discounting  the face value
        of the  loans  from the time of the next  interest  rate  review  to the
        present,  at a rate equal to the excess of the current  estimated market
rates over the current interest rate charged on the loan.       

        The estimated fair values for the Company's  association plan contracts,
        supplementary contracts not involving life contingencies  ("SCNILC") and
        annuities  certain,   which  are  included  in  policyholders'   account
        balances,   and  guaranteed   interest  contracts  are  estimated  using
        projected cash flows  discounted at rates  reflecting  expected  current
offering rates.                                                 

        The  estimated  fair values for variable  deferred  annuities and single
        premium   deferred   annuities   ("SPDA"),   which   are   included   in
        policyholders'  account  balances,  are  estimated  by  discounting  the
        account  value back from the time of the next  crediting  rate review to
        the present,  at a rate equal to the excess of current  estimated market
rates offered on new policies over the current crediting rates. 

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        Fair values for long-term  debt is  determined  using  published  market
        values, where available,  or contractual cash flows discounted at market
        interest rates. The estimated fair values for non-recourse mortgage debt
        are  determined by  discounting  contractual  cash flows at a rate which
        takes  into  account  the level of  current  market  interest  rates and
        collateral  risk. The estimated  fair values for recourse  mortgage debt
        are  determined by  discounting  contractual  cash flows at a rate based
        upon  current  interest  rates of other  companies  with credit  ratings
        similar to the  Company.  The  Company's  carrying  value of  short-term
borrowings approximates their estimated fair value.             

        The following  table  discloses  carrying value and estimated fair value
      for financial instruments not otherwise disclosed in Notes 3, 6 and 7:

                                                        [Enlarge/Download Table]

                                                                   December 31,                             
                                        --------------------------------------------------------------------
                                                      1997                               1996               
                                        ---------------------------------  ---------------------------------
                                           Carrying         Estimated         Carrying         Estimated    
                                            Value          Fair Value          Value           Fair Value   
                                        ---------------  ----------------  ---------------   ---------------
                                                                   (In Millions)                            

                                                                                                            
Consolidated Financial Instruments:                                                                         
Mortgage loans on real estate..........  $    2,611.4     $     2,822.8     $     3,133.0     $    3,394.6  
Other limited partnership interests....         509.4             509.4             467.0            467.0  
Policy loans...........................       2,422.9           2,493.9           2,196.1          2,221.6  
Policyholders' account balances -                                                                           
  investment contracts.................      12,611.0          12,714.0          12,908.7         12,992.2  
Long-term debt.........................       1,569.0           1,531.5           1,592.8          1,557.7  

Closed Block Financial Instruments:                                                                         
Mortgage loans on real estate..........       1,341.6           1,420.7           1,380.7          1,425.6  
Other equity investments...............          86.3              86.3             105.0            105.0  
Policy loans...........................       1,700.2           1,784.2           1,765.9          1,798.0  
SCNILC liability.......................          27.6              30.3              30.6             34.9  

Discontinued Operations Financial                                                                           
Instruments:                                                                                                
Mortgage loans on real estate..........         655.5             779.9           1,111.1          1,220.3  
Fixed maturities.......................          38.7              38.7              42.5             42.5  
Other equity investments...............         209.3             209.3             300.5            300.5  
Guaranteed interest contracts..........          37.0              34.0             290.7            300.5  
Long-term debt.........................         102.0             102.1             102.1            102.2  

13)     COMMITMENTS AND CONTINGENT LIABILITIES                                  

        The Company  has  provided,  from time to time,  certain  guarantees  or
        commitments  to  affiliates,  investors and others.  These  arrangements
        include commitments by the Company,  under certain  conditions:  to make
        capital  contributions of up to $202.6 million to affiliated real estate
        joint  ventures;  and to provide  equity  financing  to certain  limited
        partnerships of $362.1 million at December 31, 1997, under existing loan
or loan commitment agreements.                                  

        Equitable  Life  is the  obligor  under  certain  structured  settlement
        agreements  which  it  had  entered  into  with  unaffiliated  insurance
        companies  and  beneficiaries.  To satisfy its  obligations  under these
        agreements,  Equitable  Life owns  single  premium  annuities  issued by
        previously wholly owned life insurance subsidiaries.  Equitable Life has
        directed  payment  under  these  annuities  to be made  directly  to the
        beneficiaries under the structured settlement  agreements.  A contingent
        liability exists with respect to these agreements  should the previously
        wholly  owned   subsidiaries  be  unable  to  meet  their   obligations.
        Management  believes the satisfaction of those  obligations by Equitable
Life is remote.                                                 

        The Insurance  Group had $47.4 million of letters of credit  outstanding
at December 31, 1997.                                           

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14)     LITIGATION                                                              

        Equitable  Life recently  agreed to settle,  subject to court  approval,
        previously  disclosed  cases brought by persons  insured under  Lifetime
        Guaranteed   Renewable  Major  Medical  Insurance   Policies  issued  by
        Equitable  Life  (the  "Policies")  in New York  (Golomb  et al.  v. The
        Equitable Life  Assurance  Society of the United  States),  Pennsylvania
        (Malvin et al. v. The  Equitable  Life  Assurance  Society of the United
        States), Texas (Bowler et al. v. The Equitable Life Assurance Society of
        the United  States),  Florida  (Bachman v. The Equitable  Life Assurance
        Society of the United States) and California  (Fletcher v. The Equitable
        Life Assurance Society of the United States).  Plaintiffs in these cases
        claimed that Equitable Life's method for determining  premium  increases
        breached   the  terms  of  certain   forms  of  the   Policies  and  was
        misrepresented.  Plaintiffs  in Bowler and  Fletcher  also  claimed that
        Equitable Life  misrepresented to policyholders in Texas and California,
        respectively,  that  premium  increases  had been  approved by insurance
        departments  in those states and  determined  annual rate increases in a
        manner  that  discriminated  against  policyholders  in those  states in
        violation of the terms of the Policies, representations to policyholders
        and/or state law. The New York trial court  dismissed  the Golomb action
        with  prejudice  and  plaintiffs  appealed.   In  Bowler  and  Fletcher,
        Equitable  Life denied the material  allegations  of the  complaints and
        filed motions for summary  judgment which have been fully  briefed.  The
        Malvin action was stayed indefinitely pending the outcome of proceedings
        in Golomb and in Fletcher the magistrate  concluded that the case should
        be remanded to California  state court and Equitable  Life appealed that
        determination  to the district  judge.  On December 23, 1997,  Equitable
        Life  entered into a settlement  agreement,  subject to court  approval,
        which would result in the dismissal  with  prejudice of each of the five
        pending actions and the resolution of all similar claims on a nationwide
basis.                                                          

        The settlement agreement provides for the creation of a nationwide class
        consisting of all persons holding,  and paying premiums on, the Policies
        at any time since January 1, 1988. An amended complaint will be filed in
        the federal  district court in Tampa,  Florida (where the Florida action
        is pending), that would assert claims of the kind previously made in the
        cases described above on a nationwide  basis, on behalf of policyholders
        in the nationwide class, which consists of approximately  127,000 former
        and current policyholders. If the settlement is approved, Equitable Life
        would pay  $14,166,000  in  exchange  for release of all claims for past
        damages on claims of the type described in the five pending  actions and
        the amended  complaint.  Costs of  administering  the settlement and any
        attorneys'  fees awarded by the court to  plaintiffs'  counsel  would be
        deducted from this fund before distribution of the balance to the class.
        In addition to this payment,  Equitable  Life will provide future relief
        to current  holders of certain  forms of the  Policies in the form of an
        agreement  to be  embodied  in the  court's  judgment,  restricting  the
        premium  increases  Equitable  Life can seek on  these  Policies  in the
        future.  The parties estimate the present value of these restrictions at
        $23,333,000, before deduction of any attorneys' fees that may be awarded
        by the court.  The estimate is based on assumptions  about future events
        that cannot be predicted with certainty and accordingly the actual value
        of the future relief may differ.  The parties to the settlement  shortly
        will be asking the court to approve  preliminarily  the  settlement  and
        settlement class and to permit  distribution of notice of the settlement
        to policyholders, establish procedures for objections, an opportunity to
        opt out of the  settlements  as it  affects  past  damages,  and a court
        hearing on whether the settlement should be finally approved.  Equitable
        Life cannot predict whether the settlement will be approved or, if it is
        not  approved,  the  outcome  of  the  pending  litigations.  As  noted,
        proceedings in Malvin were stayed indefinitely; proceedings in the other
        actions  have been  stayed or  deferred to  accommodate  the  settlement
approval process.                                               

        A number of lawsuits have been filed against life and health insurers in
        the  jurisdictions  in  which  Equitable  Life and its  subsidiaries  do
        business involving insurers' sales practices,  alleged agent misconduct,
        alleged failure to properly supervise agents, and other matters. Some of
        the lawsuits have resulted in the award of substantial judgments against
        other insurers,  including  material amounts of punitive damages,  or in
        substantial  settlements.   In  some  states,  juries  have  substantial
        discretion  in awarding  punitive  damages.  Equitable  Life,  Equitable
        Variable  Life  Insurance  Company  ("EVLICO,"  which  was  merged  into
        Equitable Life effective January 1, 1997, but whose existence  continues
        for certain limited  purposes,  including the defense of litigation) and
        The  Equitable of  Colorado,  Inc.  ("EOC"),  like other life and health
        insurers,  from  time to time are  involved  in such  litigation.  Among
        litigations  pending against  Equitable Life, EVLICO and EOC of the type
        referred  to in this  paragraph  are the  litigations  described  in the
following seven paragraphs.                                     

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        An action was instituted on April 6, 1995 against Equitable Life and its
        wholly owned subsidiary,  EOC, in New York state court,  entitled Sidney
        C. Cole, et al. v. The Equitable  Life  Assurance  Society of the United
        States and The Equitable of Colorado,  Inc. The action is brought by the
        holders of a joint  survivorship  whole life policy  issued by EOC.  The
        action purports to be on behalf of a class consisting of all persons who
        from January 1, 1984 purchased life insurance policies sold by Equitable
        Life and EOC based upon allegedly uniform sales presentations and policy
        illustrations.  The  complaint  puts  in  issue  various  alleged  sales
        practices that plaintiffs assert, among other things, misrepresented the
        stated  number of years that the annual  premium  would need to be paid.
        Plaintiffs  seek  damages  in an  unspecified  amount,  imposition  of a
        constructive  trust,  and  seek to  enjoin  Equitable  Life and EOC from
        engaging in the  challenged  sales  practices.  In June 1996,  the Court
        issued a decision and order dismissing with prejudice plaintiffs' causes
        of action for  fraud,  constructive  fraud,  breach of  fiduciary  duty,
        negligence,  and unjust  enrichment,  and dismissing  without  prejudice
        plaintiffs' cause of action under the New York State consumer protection
        statute.  The only remaining causes of action are for breach of contract
        and negligent  misrepresentation.  In April 1997,  plaintiffs noticed an
        appeal from the court's June 1996 order.  Subsequently,  Equitable  Life
        and EOC noticed a cross-appeal  from so much of the June 1996 order that
        denied their motion to dismiss.  Briefing on the appeals is scheduled to
        begin on  February  23,  1998.  In June  1997,  plaintiffs  filed  their
        memorandum  of law and  affidavits  in support of their motion for class
        certification.  That memorandum states that plaintiffs seek to certify a
        class  solely  on their  breach  of  contract  claims,  and not on their
        negligent   misrepresentation  claim.  Plaintiffs'  class  certification
        motion  has been fully  briefed by the  parties  and is sub  judice.  In
        August  1997,   Equitable  Life  and  EOC  moved  for  summary  judgment
        dismissing  plaintiffs'  remaining  claims  of breach  of  contract  and
        negligent  misrepresentation.  Defendants'  summary  judgment motion has
        been fully briefed by the parties. On January 5, 1998,  plaintiffs filed
a note of issue (placing the case on the trial calendar).       

        On May 21,  1996,  an  action  entitled  Elton  F.  Duncan,  III v.  The
        Equitable  Life  Assurance  Society of the United  States was  commenced
        against  Equitable  Life in the Civil  District  Court for the Parish of
        Orleans,  State of Louisiana.  The action  originally  was brought by an
        individual  who  purchased a whole life policy  from  Equitable  Life in
        1989.  In September  1997,  with leave of the court,  plaintiff  filed a
        second amended  petition naming six additional  policyholder  plaintiffs
        and  three  new  sales  agent  defendants.  The  sole  named  individual
        defendant in the  original  petition is also named as a defendant in the
        second  amended  petition.  Plaintiffs  purport  to  represent  a  class
        consisting  of all persons who  purchased  whole life or universal  life
        insurance policies from Equitable Life from January 1, 1981 through July
        22,  1992.   Plaintiffs   allege   improper  sales  practices  based  on
        allegations  of  misrepresentations   concerning  one  or  more  of  the
        following:  the number of years that  premiums  would need to be paid; a
        policy's suitability as an investment vehicle; and the extent to which a
        policy  was  a  proper  replacement  policy.  Plaintiffs  seek  damages,
        including punitive damages,  in an unspecified  amount. In October 1997,
        Equitable  Life filed (i)  exceptions  to the second  amended  petition,
        asserting  deficiencies  in pleading of venue and vagueness;  and (ii) a
        motion to strike  certain  allegations.  On January 23, 1998,  the court
        heard  argument on  Equitable  Life's  exceptions  and motion to strike.
        Those  motions  are sub  judice.  Motion  practice  regarding  discovery
continues.                                                      

        On July 26,  1996,  an action  entitled  Michael  Bradley  v.  Equitable
        Variable Life  Insurance  Company was commenced in New York state court,
        Kings  County.  The action is  brought by the holder of a variable  life
        insurance policy issued by EVLICO. The plaintiff purports to represent a
        class  consisting  of all persons or entities who  purchased one or more
        life  insurance  policies  issued by EVLICO  from  January 1, 1980.  The
        complaint  puts at issue  various  alleged  sales  practices and alleges
        misrepresentations  concerning  the  extent  to which the  policy  was a
        proper  replacement  policy  and the  number  of years  that the  annual
        premium  would  need to be  paid.  Plaintiff  seeks  damages,  including
        punitive  damages,  in an unspecified  amount and also seeks  injunctive
        relief  prohibiting  EVLICO from canceling  policies for failure to make
        premium  payments  beyond the  alleged  stated  number of years that the
        annual  premium would need to be paid.  EVLICO  answered the  complaint,
        denying the material  allegations.  In September  1996,  Equitable Life,
        EVLICO  and EOC made a motion to have this  proceeding  moved from Kings
        County Supreme Court to New York County for joint trial or consolidation
        with the Cole  action.  The  motion  was  denied by the Court in Cole in
        January 1997.  Plaintiff  then moved for  certification  of a nationwide
        class  consisting of all persons or entities who, since January 1, 1980,
        were   sold   one   or   more   life   insurance   products   based   on
        misrepresentations  as to the number of years  that the  annual  premium
        would need to be paid,  and/or who were  allegedly  induced to  purchase
        additional  policies  from EVLICO  using the cash value  accumulated  in
        existing  policies.  Defendants have opposed this motion.  Discovery and
        briefing  regarding  plaintiff's  motion  for  class  certification  are
ongoing.                                                        

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        On  December  12,  1996,  an action  entitled  Robert  E.  Dillon v. The
        Equitable Life Assurance  Society of the United States and The Equitable
        of Colorado,  was commenced in the United States  District Court for the
        Southern District of Florida. The action is brought by an individual who
        purchased a joint whole life policy from EOC in 1988. The complaint puts
        in issue various alleged sales practices and alleges  misrepresentations
        concerning the alleged  impropriety of  replacement  policies  issued by
        Equitable  Life and EOC and  alleged  misrepresentations  regarding  the
        number  of  years  premiums  would  have to be  paid on the  defendants'
        policies.  Plaintiff  alleges  claims  for  breach of  contract,  fraud,
        negligent  misrepresentation,  money had and received, unjust enrichment
        and imposition of a constructive trust.  Plaintiff purports to represent
        two classes of persons.  The first is a "contract class,"  consisting of
        all persons who purchased  whole or universal  life  insurance  policies
        from  Equitable  Life and EOC and from whom  Equitable Life and EOC have
        sought additional payments beyond the number of years allegedly promised
        by Equitable Life and EOC. The second is a "fraud class,"  consisting of
        all persons with an interest in policies  issued by  Equitable  Life and
        EOC at any time since  October 1, 1986.  Plaintiff  seeks  damages in an
        unspecified amount, and also seeks injunctive relief attaching Equitable
        Life's and EOC's  profits from their  alleged  sales  practices.  In May
        1997, plaintiff served a motion for class  certification.  In July 1997,
        the parties  submitted  to the Court a joint  scheduling  report,  joint
        scheduling order and a confidentiality  stipulation and order. The Court
        signed the latter stipulation, and the others remain sub judice. Further
        briefing on plaintiff's class certification motion will await entry of a
        scheduling order and further class  certification  discovery,  which has
        commenced and is on-going.  In January 1998,  the judge  assigned to the
        case recused  himself,  and the case was  reassigned.  Defendants are to
serve their answer in February 1998.                            

        On January 3, 1996, an amended complaint was filed in an action entitled
        Frank Franze Jr. and George  Busher,  individually  and on behalf of all
        others similarly situated v. The Equitable Life Assurance Society of the
        United  States,  and Equitable  Variable  Life  Insurance  Company,  No.
        94-2036 in the United States District Court for the Southern District of
        Florida.  The  action  was  brought  by two  individuals  who  purchased
        variable life insurance policies.  The plaintiffs purport to represent a
        nationwide class  consisting of all persons who purchased  variable life
        insurance  policies from Equitable  Life and EVLICO since  September 30,
        1991. The amended  complaint  alleges that Equitable Life's and EVLICO's
        agents were  trained not to disclose  fully that the product  being sold
        was  life  insurance.   Plaintiffs  allege  violations  of  the  Federal
        securities  laws and seek  rescission of the  contracts or  compensatory
        damages and attorneys' fees and expenses. Equitable Life and EVLICO have
        answered the amended  complaint,  denying the material  allegations  and
        asserting  certain  affirmative  defenses.   Motion  practice  regarding
discovery continues.                                            

        On January 9, 1997, an action entitled Rosemarie Chaviano,  individually
        and on behalf of all others  similarly  situated v. The  Equitable  Life
        Assurance  Society of the United  States,  and  Equitable  Variable Life
        Insurance Company,  was filed in Massachusetts state court making claims
        similar to those in the Franze  action and  alleging  violations  of the
        Massachusetts  securities laws. The plaintiff  purports to represent all
        persons in Massachusetts who purchased variable life insurance contracts
        from Equitable Life and EVLICO from January 9, 1993 to the present.  The
        Massachusetts  action seeks  rescission of the contracts or compensatory
        damages,  attorneys'  fees,  expenses and injunctive  relief.  Plaintiff
        filed an amended  complaint in April 1997. In July 1997,  Equitable Life
        served a motion to dismiss the amended complaint or, in the alternative,
        for summary judgment.  On September 12, 1997,  plaintiff moved for class
        certification.  This motion is  scheduled  for  hearing on February  18,
1998.                                                           

        On September 11, 1997, an action entitled Pamela L. and James A. Luther,
        individually and as  representatives of all people similarly situated v.
        The Equitable Life Assurance Society of the United States, The Equitable
        Companies Incorporated, and Casey Cammack, individually and as agent for
        The  Equitable  Life  Assurance  Society  of the  United  States and The
        Equitable  Companies  Incorporated,  was filed in Texas state court. The
        action was brought by holders of a whole life policy and the beneficiary
        under that policy. Plaintiffs purport to represent a nationwide class of
        persons  having  an  ownership  or  beneficial  interest  in  whole  and
        universal  life policies  issued by Equitable  Life from January 1, 1982
        through  December 31, 1996.  Also  included in the  purported  class are
        persons  having an ownership  interest in variable  annuities  purchased
        from Equitable  Life from January 1, 1992 to the present.  The complaint
        puts  in  issue  the  allegations  that  uniform  sales   presentations,
        illustrations,   and   materials   that   Equitable   Life  agents  used
        misrepresented the stated number of years that premiums would need to be
      paid and misrepresented the extent to which the policies at issue were

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        proper  replacement  policies.  Plaintiffs  seek  compensatory  damages,
        attorneys' fees and expenses.  In October 1997,  Equitable Life served a
        general denial of the allegations  against it. The same day, the Holding
        Company entered a special appearance contesting the court's jurisdiction
        over it. In November  1997,  Equitable  Life filed a plea in  abatement,
        which,  under Texas law, stayed further  proceedings in the case because
        plaintiffs  had not served a demand letter.  Plaintiffs  served a demand
        letter upon  Equitable  Life and the Holding  Company,  the  response to
        which is due 60 days  thereafter.  Although  the  outcome of  litigation
        cannot be predicted with certainty,  particularly in the early stages of
        an  action,  the  Company's   management   believes  that  the  ultimate
        resolution of the Cole, Duncan,  Bradley,  Dillon, Franze,  Chaviano and
        Luther  litigations  should  not have a material  adverse  effect on the
        financial position of the Company.  The Company's management cannot make
        an  estimate  of  loss,  if any,  or  predict  whether  or not any  such
        litigation will have a material adverse effect on the Company's  results
of operations in any particular period.                         

        On September 12, 1997, the United States District Court for the Northern
        District  of Alabama,  Southern  Division,  entered an order  certifying
        James  Brown  as the  representative  of a class  consisting  of  "[a]ll
        African-Americans  who applied but were not hired for, were  discouraged
        from applying for, or would have applied for the position of Sales Agent
        in the absence of the discriminatory practices, and/or procedures in the
        [former]  Southern  Region  of The  Equitable  from May 16,  1987 to the
        present." The second amended  complaint in James W. Brown,  on behalf of
        others similarly situated v. The Equitable Life Assurance Society of the
        United  States,   alleges,  among  other  things,  that  Equitable  Life
        discriminated on the basis of race against  African-American  applicants
        and  potential   applicants  in  hiring  individuals  as  sales  agents.
        Plaintiffs  seek a  declaratory  judgment and  affirmative  and negative
        injunctive relief, including the payment of back-pay,  pension and other
        compensation. Although the outcome of any litigation cannot be predicted
        with  certainty,  the  Company's  management  believes that the ultimate
        resolution of this matter should not have a material  adverse  effect on
        the financial position of the Company.  The Company's  management cannot
        make an estimate of loss, if any, or predict  whether or not such matter
        will  have a  material  adverse  effect  on  the  Company's  results  of
operations in any particular period.                            

        The U.S.  Department of Labor ("DOL") is conducting an  investigation of
        Equitable Life's  management of the Prime Property Fund ("PPF").  PPF is
        an open-end,  commingled real estate separate  account of Equitable Life
        for pension clients.  Equitable Life serves as investment manager in PPF
        and retains  EREIM as advisor.  Equitable  Life agreed to indemnify  the
        purchaser of EREIM (which Equitable Life sold in June 1997) with respect
        to any fines,  penalties and rebates to clients in connection  with this
        investigation. In early 1995, the DOL commenced a national investigation
        of commingled real estate funds with pension  investors,  including PPF.
        The  investigation  appears to be focused  principally  on appraisal and
        valuation  procedures  in respect of fund  properties.  The most  recent
        request from the DOL seems to reflect,  at least in part, an interest in
        the relationship  between the valuations for those properties  reflected
        in  appraisals  prepared  for local  property  tax  proceedings  and the
        valuations used by PPF for other  purposes.  At no time has the DOL made
        any  specific   allegation  that  Equitable  Life  or  EREIM  has  acted
        improperly and Equitable Life and EREIM believe that any such allegation
        would be without  foundation.  While the  outcome of this  investigation
        cannot be predicted with certainty,  the Company's  management  believes
        that the ultimate  resolution  of this matter should not have a material
        adverse effect on the financial  position of the Company.  The Company's
        management  cannot make an estimate of loss, if any, or predict  whether
        or not this  investigation  will have a material  adverse  effect on the
Company's results of operations in any particular period.       

        On July 25, 1995, a Consolidated and Supplemental Class Action Complaint
        ("Complaint")  was filed  against  Alliance  North  American  Government
        Income Trust,  Inc. (the "Fund"),  Alliance and certain other defendants
        affiliated  with  Alliance,  including  the  Holding  Company,  alleging
        violations  of Federal  securities  laws,  fraud and breach of fiduciary
        duty in connection with the Fund's  investments in Mexican and Argentine
        securities.  The Complaint,  which sought  certification  of a plaintiff
        class of persons  who  purchased  or owned Class A, B or C shares of the
        Fund  from  March  27,  1992  through  December  23,  1994,   sought  an
        unspecified  amount of  damages,  costs,  attorneys'  fees and  punitive
        damages.  The principal  allegations  are that the Fund  purchased  debt
        securities  issued by the Mexican and Argentine  governments  in amounts
        that were not  permitted by the Fund's  investment  objective,  and that
        there was no  shareholder  vote to change the  investment  objective  to
        permit purchases in such amounts. The Complaint further alleged that the
        decline in the value of the Mexican and Argentine securities held by the
        Fund  caused the Fund's net asset value to decline to the  detriment  of
        the Fund's  shareholders.  On  September  26,  1996,  the United  States
District Court for the Southern District of                     

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        New York  granted  the  defendants'  motion to dismiss all counts of the
        Complaint ("First  Decision").  On October 11, 1996,  plaintiffs filed a
        motion for reconsideration of the First Decision.  On November 25, 1996,
        the court denied  plaintiffs'  motion for  reconsideration  of the First
        Decision.  On October 29, 1997,  the United  States Court of Appeals for
        the Second Circuit issued an order granting defendants' motion to strike
        and dismissing  plaintiffs' appeal of the First Decision. On October 29,
        1996,  plaintiffs filed a motion for leave to file an amended complaint.
        The principal allegations of the proposed amended complaint are that (i)
        the Fund  failed to hedge  against  the risks of  investing  in  foreign
        securities  despite  representations  that it would do so, (ii) the Fund
        did not properly  disclose that it planned to invest in  mortgage-backed
        derivative  securities  and  (iii) two  advertisements  used by the Fund
        misrepresented the risks of investing in the Fund. On July 15, 1997, the
        District  Court denied  plaintiffs'  motion for leave to file an amended
        complaint  and ordered that the case be dismissed  ("Second  Decision").
        The  plaintiffs  have appealed the Second  Decision to the United States
        Court of Appeals for the Second Circuit.  While the ultimate  outcome of
        this matter cannot be  determined  at this time,  management of Alliance
        does  not  expect  that  it  will  have a  material  adverse  effect  on
Alliance's results of operations or financial condition.        

        On January 26, 1996, a purported purchaser of certain notes and warrants
        to  purchase  shares  of  common  stock of  Rickel  Home  Centers,  Inc.
        ("Rickel") filed a class action complaint  against  Donaldson,  Lufkin &
        Jenrette Securities  Corporation  ("DLJSC") and certain other defendants
        for unspecified  compensatory and punitive damages in the U. S. District
        Court for the  Southern  District  of New York.  The suit was brought on
        behalf of the  purchasers  of 126,457 units  consisting of  $126,457,000
        aggregate  principal amount of 13 1/2% senior notes due 2001 and 126,457
        warrants to purchase  shares of common stock of Rickel  issued by Rickel
        in October 1994. The complaint alleges  violations of federal securities
        laws and common law fraud against DLJSC, as the underwriter of the units
        and as an owner of 7.3% of the  common  stock of Rickel,  Eos  Partners,
        L.P., and General Electric Capital Corporation,  each as owners of 44.2%
        of the common stock of Rickel,  and members of the board of directors of
        Rickel, including a DLJSC managing director. The complaint seeks to hold
        DLJSC liable for alleged  misstatements  and omissions  contained in the
        prospectus  and  registration  statement  filed in  connection  with the
        offering of the units,  alleging that the  defendants  knew of financial
        losses  and a  decline  in value of Rickel  in the  months  prior to the
        offering and did not  disclose  such  information.  The  complaint  also
        alleges that Rickel failed to pay its semi-annual  interest  payment due
        on the units on December  15,  1995,  and that Rickel  filed a voluntary
        petition  for  reorganization  pursuant to Chapter 11 of the  Bankruptcy
        Code on January 10,  1996.  DLJSC  intends to defend  itself  vigorously
        against all of the  allegations  contained  in the  complaint.  Although
        there can be no assurance, DLJ does not believe that the outcome of this
        litigation  will  have  a  material  adverse  effect  on  its  financial
        condition.  Due to the  early  stage  of this  litigation,  based on the
        information  currently  available to it, DLJ's management cannot make an
        estimate of loss, if any, or predict whether or not such litigation will
        have a material  adverse  effect on DLJ's  results of  operations in any
particular period.                                              

        In October  1995,  DLJSC was named as a defendant  in a purported  class
        action  filed in a Texas  State Court on behalf of the holders of $550.0
        million principal amount of subordinated  redeemable discount debentures
        of National  Gypsum  Corporation  ("NGC")  canceled in connection with a
        Chapter 11 plan of reorganization  for NGC consummated in July 1993. The
        named  plaintiff  in the State  Court  action  also  filed an  adversary
        proceeding  in the U.S.  Bankruptcy  Court for the Northern  District of
        Texas  seeking a  declaratory  judgment  that the  confirmed NGC plan of
        reorganization  does not bar the class action claims.  Subsequent to the
        consummation  of NGC's plan of  reorganization,  NGC's shares traded for
        values  substantially  in excess of, and in 1995 NGC was  acquired for a
        value  substantially  in excess of, the values  upon which NGC's plan of
        reorganization   was  based.  The  two  actions  arise  out  of  DLJSC's
        activities as financial advisor to NGC in the course of NGC's Chapter 11
        reorganization proceedings.  The class action complaint alleges that the
        plan of  reorganization  submitted by NGC was based upon  projections by
        NGC and DLJSC which intentionally  understated  forecasts,  and provided
        misleading  and incorrect  information in order to hide NGC's true value
        and that  defendants  breached  their  fiduciary  duties by, among other
        things,   providing  false,  misleading  or  incomplete  information  to
        deliberately  understate  the value of NGC. The class  action  complaint
        seeks  compensatory  and punitive damages  purportedly  sustained by the
class. On October 10, 1997, DLJSC and                           

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        others were named as  defendants  in a new  adversary  proceeding in the
        Bankruptcy Court brought by the NGC Settlement  Trust, an entity created
        by the NGC plan of reorganization to deal with asbestos-related  claims.
        The Trust's  allegations are substantially  similar to the claims in the
        State Court action.  In court papers dated  October 16, 1997,  the State
        Court  plaintiff  indicated  that  he  would  intervene  in the  Trust's
        adversary  proceeding.  On January 21, 1998, the Bankruptcy  Court ruled
        that the State Court plaintiff's  claims were not barred by the NGC plan
        of reorganization  insofar as they alleged nondisclosure of certain cost
        reductions  announced  by NGC in October  1993.  The Texas  State  Court
        action,  which  had  been  removed  to the  Bankruptcy  Court,  has been
        remanded  back to the state  court,  which  remand is being  opposed  by
        DLJSC.  DLJSC  intends to defend  itself  vigorously  against all of the
        allegations  contained  in  the  complaints.  Although  there  can be no
        assurance,  DLJ  does not  believe  that the  ultimate  outcome  of this
        litigation  will  have  a  material  adverse  effect  on  its  financial
        condition.  Due to the early  stage of such  litigation,  based upon the
        information  currently  available to it, DLJ's management cannot make an
        estimate of loss, if any, or predict whether or not such litigation will
        have a material  adverse  effect on DLJ's  results of  operations in any
particular period.                                              

        In November and December 1995, DLJSC,  along with various other parties,
        was named as a defendant in a number of purported class actions filed in
        the U.S.  District  Court for the  Eastern  District of  Louisiana.  The
        complaints allege violations of the federal  securities laws arising out
        of a public  offering in 1994 of $435.0  million of first mortgage notes
        of Harrah's Jazz Company and Harrah's Jazz Finance Corp.  The complaints
        seek  to  hold  DLJSC  liable  for  various  alleged  misstatements  and
        omissions  contained  in the  prospectus  dated  November  9,  1994.  On
        February 26, 1997,  the parties agreed to a settlement of these actions,
        subject to the District Court's approval,  which was granted on July 31,
        1997. The settlement is also subject to approval by the U.S.  Bankruptcy
        Court for the Eastern District of Louisiana of proposed modifications to
        a  confirmed  plan of  reorganization  for  Harrah's  Jazz  Company  and
        Harrah's  Jazz  Finance  Corp.,  and the  satisfaction  or waiver of all
        conditions  to the  effectiveness  of the plan, as provided in the plan.
        There can be no  assurance  of the  Bankruptcy  Court's  approval of the
        modifications to the plan of  reorganization,  or that the conditions to
        the  effectiveness  of the plan  will be  satisfied  or  waived.  In the
        opinion of DLJ's management,  the settlement, if approved, will not have
        a  material  adverse  effect on DLJ's  results of  operations  or on its
consolidated financial condition.                               

        In addition  to the  matters  described  above,  Equitable  Life and its
        subsidiaries  and DLJ and its subsidiaries are involved in various legal
        actions and proceedings in connection with their businesses. Some of the
        actions and  proceedings  have been brought on behalf of various alleged
        classes of  claimants  and certain of these  claimants  seek  damages of
        unspecified  amounts.  While the ultimate outcome of such matters cannot
        be predicted with certainty, in the opinion of management no such matter
        is  likely  to  have  a  material   adverse   effect  on  the  Company's
consolidated financial position or results of operations.       

15)     LEASES                                                                  

        The Company  has  entered  into  operating  leases for office  space and
        certain other assets,  principally data processing  equipment and office
        furniture and  equipment.  Future minimum  payments under  noncancelable
        leases for 1998 and the succeeding  four years are $93.5 million,  $84.4
        million,  $70.2 million, $56.4 million, $47.0 million and $489.3 million
        thereafter.   Minimum   future   sub-lease   rental   income   on  these
        noncancelable  leases  for 1998 and the  succeeding  four years are $7.3
        million,  $5.9 million, $3.8 million, $2.4 million, $.8 million and $2.9
million thereafter.                                             

        At December 31, 1997, the minimum future rental income on  noncancelable
        operating  leases for wholly owned  investments  in real estate for 1997
        and the succeeding four years are $247.0 million, $238.1 million, $218.7
      million, $197.9 million, $169.1 million and $813.0 million thereafter.

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16)     OTHER OPERATING COSTS AND EXPENSES                                      

Other operating costs and expenses consisted of the following:  

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Compensation costs.................................  $       721.5      $      704.8      $      628.4    
Commissions........................................          409.6             329.5             314.3    
Short-term debt interest expense...................           31.7               8.0              11.4    
Long-term debt interest expense....................          121.2             137.3             108.1    
Amortization of policy acquisition costs...........          287.3             405.2             317.8    
Capitalization of policy acquisition costs.........         (508.0)           (391.9)           (391.0)   
Rent expense, net of sub-lease income..............          101.8             113.7             109.3    
Cursitor intangible assets writedown...............          120.9               -                 -      
Other..............................................          917.9             769.1             677.5    
                                                    -----------------  ----------------  -----------------
Total..............................................  $     2,203.9      $    2,075.7      $    1,775.8    
                                                    =================  ================  =================

        During 1997, 1996 and 1995, the Company  restructured certain operations
        in  connection  with  cost  reduction   programs  and  recorded  pre-tax
        provisions  of  $42.4   million,   $24.4  million  and  $32.0   million,
        respectively.  The  amounts  paid  during  1997,  associated  with  cost
        reduction  programs,  totaled $22.8  million.  At December 31, 1997, the
        liabilities  associated with cost reduction  programs  amounted to $62.0
        million.  The 1997 cost  reduction  program  include  costs  related  to
        employee  termination  and exit costs.  The 1996 cost reduction  program
        included  restructuring  costs related to the consolidation of insurance
        operations'  service centers.  The 1995 cost reduction  program included
        relocation expenses,  including the accelerated amortization of building
        improvements   associated  with  the  relocation  of  the  home  office.
        Amortization  of DAC in 1996 included a $145.0  million  writeoff of DAC
related to DI contracts.                                        

17)     INSURANCE GROUP STATUTORY FINANCIAL INFORMATION                         

        Equitable  Life is  restricted as to the amounts it may pay as dividends
        to  the  Holding  Company.   Under  the  New  York  Insurance  Law,  the
        Superintendent  has broad discretion to determine  whether the financial
        condition of a stock life insurance company would support the payment of
        dividends to its  shareholders.  For 1997, 1996 and 1995,  statutory net
        loss  totaled  $351.7  million,   $351.1  million  and  $352.4  million,
        respectively. No amounts are expected to be available for dividends from
Equitable Life to the Holding Company in 1998.                  

        At December 31, 1997, the Insurance  Group,  in accordance  with various
        government  and state  regulations,  had  $19.7  million  of  securities
deposited with such government or state agencies.               

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        Accounting  practices used to prepare statutory financial statements for
        regulatory  filings of stock life insurance  companies differ in certain
        instances  from GAAP.  The following  reconciles  the Insurance  Group's
        statutory change in surplus and capital stock and statutory  surplus and
        capital  stock  determined  in  accordance  with  accounting   practices
        prescribed by the New York  Insurance  Department  with net earnings and
equity on a GAAP basis.                                         

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Net change in statutory surplus and                                                                       
  capital stock....................................  $       203.6      $       56.0      $       78.1    
Change in asset valuation reserves.................          147.1             (48.4)            365.7    
                                                    -----------------  ----------------  -----------------
Net change in statutory surplus, capital stock                                                            
  and asset valuation reserves.....................          350.7               7.6             443.8    
Adjustments:                                                                                              
  Future policy benefits and policyholders'                                                               
    account balances...............................          (31.1)           (298.5)            (66.0)   
  DAC..............................................          220.7             (13.3)             73.2    
  Deferred Federal income taxes....................          103.1             108.0            (158.1)   
  Valuation of investments.........................           46.8             289.8             189.1    
  Valuation of investment subsidiary...............         (555.8)           (117.7)           (188.6)   
  Limited risk reinsurance.........................           82.3              92.5             416.9    
  Issuance of surplus notes........................            -                 -              (538.9)   
  Postretirement benefits..........................           (3.1)             28.9             (26.7)   
  Other, net.......................................           30.3              12.4             115.1    
  GAAP adjustments of Closed Block.................            3.6              (9.8)             15.7    
  GAAP adjustments of discontinued operations......          189.7             (89.6)             37.3    
                                                    -----------------  ----------------  -----------------
Net Earnings of the Insurance Group................  $       437.2      $       10.3      $      312.8    
                                                    =================  ================  =================

                                                        [Enlarge/Download Table]


                                                                         December 31,                       
                                                    --------------------------------------------------------
                                                          1997               1996                1995       
                                                    -----------------   ----------------   -----------------
                                                                         (In Millions)                      
                                                                                                            
Statutory surplus and capital stock................  $     2,462.5       $    2,258.9       $    2,202.9    
Asset valuation reserves...........................        1,444.6            1,297.5            1,345.9    
                                                    -----------------   ----------------   -----------------
Statutory surplus, capital stock and asset                                                                  
  valuation reserves...............................        3,907.1            3,556.4            3,548.8    
Adjustments:                                                                                                
  Future policy benefits and policyholders'                                                                 
    account balances...............................       (1,336.1)          (1,305.0)          (1,006.5)   
  DAC..............................................        3,236.6            3,104.9            3,075.8    
  Deferred Federal income taxes....................         (370.8)            (306.1)            (452.0)   
  Valuation of investments.........................          783.5              286.8              417.7    
  Valuation of investment subsidiary...............       (1,338.6)            (782.8)            (665.1)   
  Limited risk reinsurance.........................         (254.2)            (336.5)            (429.0)   
  Issuance of surplus notes........................         (539.0)            (539.0)            (538.9)   
  Postretirement benefits..........................         (317.5)            (314.4)            (343.3)   
  Other, net.......................................          203.7              126.3                4.4    
  GAAP adjustments of Closed Block.................          814.3              783.7              830.8    
  GAAP adjustments of discontinued operations......           71.5             (190.3)            (184.6)   
                                                    -----------------   ----------------   -----------------
Equity of the Insurance Group......................  $     4,860.5       $    4,084.0       $    4,258.1    
                                                    =================   ================   =================

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18)     BUSINESS SEGMENT INFORMATION                                            

        The Company has two major business  segments:  Insurance  Operations and
        Investment  Services.  Interest  expense related to debt not specific to
        either  business  segment is presented as  Corporate  interest  expense.
Information for all periods is presented on a comparable basis. 

        Insurance  Operations  offers a variety  of  traditional,  variable  and
        interest-sensitive  life insurance products,  disability income, annuity
        products,  mutual fund and other investment  products to individuals and
        small groups and  administers  traditional  participating  group annuity
        contracts with conversion  features,  generally for corporate  qualified
        pension  plans,  and  association   plans  which  provide  full  service
        retirement  programs for individuals  affiliated with  professional  and
        trade   associations.   This  segment  includes  Separate  Accounts  for
individual insurance and annuity products.                      

        Investment  Services provides  investment fund management,  primarily to
        institutional  clients.  This  segment  includes  the  Company's  equity
        interest in DLJ and Separate  Accounts which provide various  investment
  options for group clients through pooled or single group accounts.

        Intersegment  investment  advisory and other fees of approximately $81.9
        million,  $127.5  million and $124.1  million  for 1997,  1996 and 1995,
        respectively,  are included in total revenues of the Investment Services
        segment.  These fees,  excluding  amounts  related to the GIC Segment of
        $5.1 million,  $15.7 million and $14.7 million for 1997,  1996 and 1995,
respectively, are eliminated in consolidation.                  

                                                        [Enlarge/Download Table]


                                                          1997               1996               1995       
                                                    -----------------   ----------------  -----------------
                                                                         (In Millions)                     

                                                                                                           
Revenues                                                                                                   
Insurance operations...............................  $     3,684.2       $    3,770.6      $    3,614.6    
Investment services................................        1,455.1            1,126.1             949.1    
Consolidation/elimination..........................          (19.9)             (24.5)            (34.9)   
                                                    -----------------   ----------------  -----------------
Total..............................................  $     5,119.4       $    4,872.2      $    4,528.8    
                                                    =================   ================  =================

Earnings (loss) from continuing  operations before Federal income taxes,                                   
  minority interest and cumulative effect of accounting change                                             
Insurance operations...............................  $       250.3       $      (36.6)     $      303.1    
Investment services................................          485.7              311.9             224.0    
Consolidation/elimination..........................            -                   .2              (3.1)   
                                                    -----------------   ----------------  -----------------
      Subtotal.....................................          736.0              275.5             524.0    
Corporate interest expense.........................          (65.3)             (66.9)            (27.9)   
                                                    -----------------   ----------------  -----------------
Total..............................................  $       670.7       $      208.6      $      496.1    
                                                    =================   ================  =================

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Assets                                                                                                      
Insurance operations...................................................  $    68,305.9      $    60,464.9   
Investment services....................................................       13,719.8           13,542.5   
Consolidation/elimination..............................................         (403.6)            (399.6)  
                                                                        ----------------   -----------------
Total..................................................................  $    81,622.1      $    73,607.8   
                                                                        ================   =================

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19)     QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)                             

        The quarterly  results of operations  for 1997 and 1996,  are summarized
below:                                                          

                                                        [Enlarge/Download Table]


                                                            Three Months Ended                               
                               ------------------------------------------------------------------------------
                                   March 31           June 30           September 30          December 31    
                               -----------------  -----------------   ------------------   ------------------
                                                               (In Millions)                                 
                                                                                                             
1997                                                                                                         
Total Revenues................  $     1,266.0      $     1,552.8       $    1,279.0         $    1,021.6     
                               =================  =================   ==================   ==================

Earnings from Continuing                                                                                     
  Operations before                                                                                          
  Cumulative Effect                                                                                          
  of Accounting Change........  $       117.4      $       222.5       $      145.1         $       39.4     
                               =================  =================   ==================   ==================

Net Earnings (Loss)...........  $       114.1      $       223.1       $      144.9         $      (44.9)    
                               =================  =================   ==================   ==================

1996                                                                                                         
Total Revenues................  $     1,176.5      $     1,199.4       $    1,198.4         $    1,297.9     
                               =================  =================   ==================   ==================

Earnings (Loss) from                                                                                         
  Continuing Operations                                                                                      
  before Cumulative Effect                                                                                   
  of Accounting Change........  $        94.8      $        87.1       $       93.2         $     (157.9)    
                               =================  =================   ==================   ==================

Net Earnings (Loss)...........  $        71.7      $        87.1       $       93.2         $     (241.7)    
                               =================  =================   ==================   ==================

        Net earnings for the three  months  ended  December 31, 1997  includes a
        charge of $212.0 million related to additions to valuation allowances on
        and   writeoffs   of  real  estate  of  $225.2   million,   and  reserve
        strengthening  on  discontinued  operations of $84.3 million offset by a
        reversal of prior years tax reserves of $97.5 million.  Net earnings for
        the three  months ended  December  31, 1996  includes a charge of $339.3
        million related to writeoffs of DAC on DI contracts of $94.3 million and
        reserve strengthenings on DI business of $113.7 million,  Pension Par of
$47.5 million and Discontinued Operations of $83.8 million.     

20)     INVESTMENT IN DLJ                                                       

        At December  31,  1997,  the  Company's  ownership  of DLJ  interest was
        approximately  34.4%. The Company's  ownership  interest will be further
        reduced  upon  the  issuance  of  common  stock  after  the  vesting  of
        forfeitable  restricted  stock units  acquired by and/or the exercise of
        options  granted to certain DLJ employees.  DLJ  restricted  stock units
        represents  forfeitable  rights to  receive  approximately  5.2  million
shares of DLJ common stock through February 2000.               

        The results of  operations  of DLJ are accounted for on the equity basis
        and  are  included  in  commissions,   fees  and  other  income  in  the
        consolidated statements of earnings. The Company's carrying value of DLJ
        is included in investment in and loans to affiliates in the consolidated
balance sheets.                                                 

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        Summarized  balance  sheets  information  for  DLJ,  reconciled  to  the
Company's carrying value of DLJ, are as follows:                

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Assets:                                                                                                     
Trading account securities, at market value............................  $   16,535.7       $   15,728.1    
Securities purchased under resale agreements...........................      22,628.8           20,598.7    
Broker-dealer related receivables......................................      28,159.3           16,858.8    
Other assets...........................................................       3,182.0            2,318.1    
                                                                        ----------------   -----------------
Total Assets...........................................................  $   70,505.8       $   55,503.7    
                                                                        ================   =================

Liabilities:                                                                                                
Securities sold under repurchase agreements............................  $   36,006.7       $   29,378.3    
Broker-dealer related payables.........................................      25,706.1           19,409.7    
Short-term and long-term debt..........................................       3,670.6            2,704.5    
Other liabilities......................................................       2,860.9            2,164.0    
                                                                        ----------------   -----------------
Total liabilities......................................................      68,244.3           53,656.5    
DLJ's company-obligated mandatorily redeemed preferred                                                      
  securities of subsidiary trust holding solely debentures of DLJ......         200.0              200.0    
Total shareholders' equity.............................................       2,061.5            1,647.2    
                                                                        ----------------   -----------------
Total Liabilities, Cumulative Exchangeable Preferred Stock and                                              
  Shareholders' Equity.................................................  $   70,505.8       $   55,503.7    
                                                                        ================   =================

DLJ's equity as reported...............................................  $    2,061.5       $    1,647.2    
Unamortized cost in excess of net assets acquired in 1985                                                   
  and other adjustments................................................          23.5               23.9    
The Holding Company's equity ownership in DLJ..........................        (740.2)            (590.2)   
Minority interest in DLJ...............................................        (729.3)            (588.6)   
                                                                        ----------------   -----------------
The Company's Carrying Value of DLJ....................................  $      615.5       $      492.3    
                                                                        ================   =================

        Summarized  statements of earnings information for DLJ reconciled to the
Company's equity in earnings of DLJ is as follows:              

                                                        [Enlarge/Download Table]


                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Commission, fees and other income......................................  $    2,356.8       $    1,818.2    
Net investment income..................................................       1,652.1            1,074.2    
Dealer, trading and investment gains, net..............................         631.6              598.4    
                                                                        ----------------   -----------------
Total revenues.........................................................       4,640.5            3,490.8    
Total expenses including income taxes..................................       4,232.3            3,199.5    
                                                                        ----------------   -----------------
Net earnings...........................................................         408.2              291.3    
Dividends on preferred stock...........................................          12.1               18.7    
                                                                        ----------------   -----------------
Earnings Applicable to Common Shares...................................  $      396.1       $      272.6    
                                                                        ================   =================

DLJ's earnings applicable to common shares as reported.................  $      396.1       $      272.6    
Amortization of cost in excess of net assets acquired in 1985..........          (1.3)              (3.1)   
The Holding Company's equity in DLJ's earnings.........................        (156.8)            (107.8)   
Minority interest in DLJ...............................................        (109.1)             (73.4)   
                                                                        ----------------   -----------------
The Company's Equity in DLJ's Earnings.................................  $      128.9       $       88.3    
                                                                        ================   =================

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21)     ACCOUNTING FOR STOCK-BASED COMPENSATION                                 

        The  Holding  Company  sponsors a stock  option  plan for  employees  of
        Equitable  Life.  DLJ and Alliance  each sponsor  their own stock option
        plans for  certain  employees.  The  Company  has elected to continue to
        account for  stock-based  compensation  using the intrinsic value method
        prescribed  in APB No.  25. Had  compensation  expense  for the  Holding
        Company,  DLJ and  Alliance  Stock  Option  Incentive  Plan options been
        determined  based  on SFAS  No.  123's  fair  value  based  method,  the
        Company's  pro forma net  earnings  for 1997,  1996 and 1995  would have
been:                                                           

                                                        [Enlarge/Download Table]


                                                                1997             1996             1995      
                                                           ---------------  ---------------  ---------------
                                                                            (In Millions)                   
                                                                                                            
Net Earnings:                                                                                               
  As Reported.............................................  $      437.2     $      10.3      $      312.8  
  Pro Forma...............................................  $      426.3     $       3.3      $      311.3  

        The fair value of options  granted  after  December 31, 1994,  used as a
        basis for the above pro forma disclosures,  was estimated as of the date
        of grants  using the  Black-Scholes  option  pricing  model.  The option
pricing assumptions for 1997, 1996 and 1995 are as follows:     

                                                        [Enlarge/Download Table]


                          Holding Company                      DLJ                            Alliance              
                   ------------------------------ ------------------------------- ----------------------------------
                     1997      1996       1995      1997       1996       1995      1997        1996        1995    
                   -------------------- --------- ---------- ---------- --------- ---------- ----------- -----------
                                                                                                                    
Dividend yield....    0.48%     0.80%      0.96%      0.86%      1.54%     1.85%      8.00%      8.00%      8.00%   

Expected volatility  20.00%    20.00%     20.00%     33.00%     25.00%    25.00%     26.00%     23.00%     23.00%   

Risk-free interest                                                                                                  
  rate............    5.99%     5.92%      6.83%      5.96%      6.07%     5.86%      5.70%      5.80%      6.00%   

Expected life.....  5 years   5 years    5 years   5 years    5 years   5 years   7.6 years  7.43 years  7.43 years 

Weighted average                                                                                                    
  grant-date fair                                                                                                   
  value per option   $12.25     $6.94      $5.90    $22.45      $9.35     $7.36      $4.36      $2.69      $2.24    


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        A summary of the Holding Company,  DLJ and Alliance's option plans is as
follows:                                                        

                                                        [Enlarge/Download Table]


                                Holding Company                     DLJ                         Alliance           
                          ----------------------------- ----------------------------- -----------------------------
                                            Options                       Options                       Options    
                                          Outstanding                   Outstanding                   Outstanding  
                                            Weighted                      Weighted                     Weighted    
                                            Average                       Average                       Average    
                              Shares        Exercise        Shares        Exercise        Units        Exercise    
                          (In Millions)      Price      (In Millions)      Price      (In Millions)      Price     
                          --------------- ------------- --------------- ------------- -----------------------------
                                                                                                                   
Balance as of                                                                                                      
  January 1, 1995........       6.8           $20.31          -                             3.8          $15.46    
  Granted................        .4           $20.27          9.2         $27.00            1.8          $20.54    
  Exercised..............       (.1)          $20.00          -                             (.5)         $11.20    
  Expired................       (.1)          $20.00          -                             -                      
  Forfeited..............       (.3)          $22.24          -                             (.3)         $16.64    
                          ---------------               -------------                 ---------------              

Balance as of                                                                                                      
  December 31, 1995......       6.7           $20.27          9.2         $27.00            4.8          $17.72    
  Granted................        .7           $24.94          2.1         $32.54             .7          $25.12    
  Exercised..............       (.1)          $19.91          -                             (.4)         $13.64    
  Expired................       -                             -                             -                      
  Forfeited..............       (.6)          $20.21          (.2)        $27.00            (.1)         $19.32    
                          ---------------               -------------                 ---------------              

Balance as of                                                                                                      
  December 31, 1996......       6.7           $20.79         11.1         $28.06            5.0          $19.07    
  Granted................       3.2           $41.85          3.2         $61.07            1.1          $36.56    
  Exercised..............      (1.6)          $20.26          (.1)        $32.03            (.6)         $16.11    
  Forfeited..............       (.4)          $23.43          (.1)        $27.51            (.2)         $21.28    
                          ---------------               -------------                 ---------------              

Balance as of                                                                                                      
  December 31, 1997......       7.9           $29.05         14.1         $35.56            5.3          $22.82    
                          ===============               =============                 ===============              

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        Information  about options  outstanding  and exercisable at December 31,
1997 is as follows:                                             

                                                        [Enlarge/Download Table]


                                     Options Outstanding                           Options Exercisable           
                     ----------------------------------------------------  ------------------------------------  
                                            Weighted                                                             
                                            Average         Weighted                              Weighted       
      Range of             Number          Remaining         Average             Number           Average        
      Exercise          Outstanding       Contractual       Exercise          Exercisable         Exercise       
       Prices          (In Millions)      Life (Years)        Price          (In Millions)         Price         
--------------------- ----------------- ----------------- ---------------  ------------------- ----------------  

       Holding                                                                                                   
       Company                                                                                                   
----------------------                                                                                           
                                                                                                                 
$18.125   -$27.75            4.8               5.84           $20.94              3.0              $20.41        
$28.50    -$45.25            3.1               9.57           $41.84              -                  -           
                      -----------------                                    -------------------                   
$18.125   -$45.25            7.9               7.29           $29.05              3.0              $20.41        
                      ================= ================= ===============  =================== ================  

         DLJ                                                                                                     
----------------------                                                                                           
$27.00    -$35.99           10.9               8.0            $28.05              4.9              $27.58        
$36.00    -$50.99             .8               9.3            $40.04              -                  -           
$51.00    -$76.00            2.4               9.8            $67.77              -                  -           
                      -----------------                                    -------------------                   
$27.00    -$76.00           14.1               8.4            $35.56              4.9              $27.58        
                      ================= ================= ================  =================== =================

      Alliance                                                                                                   
----------------------                                                                                           
$ 6.0625   -$17.75           1.1               3.86           $13.20              1.0              $13.04        
$19.375    -$19.75            .8               7.34           $19.39               .3              $19.39        
$19.875    -$21.375          1.1               8.28           $20.13               .6              $20.19        
$22.25     -$27.50           1.3               9.81           $23.81               .4              $23.29        
$36.9375   -$37.5625         1.0               9.95           $36.95              -                  -           
                      -----------------                                    -------------------                   
$  6.0625  -$37.5625         5.3               7.58           $22.82              2.3              $17.43        
                      ================= ================== ==============  ====================== =============  

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INCOME MANAGER(R) ROLLOVER IRA
 STATEMENT OF ADDITIONAL INFORMATION

 MAY 1, 1998
 -----------------

COMBINATION VARIABLE AND
 FIXED DEFERRED ANNUITY CERTIFICATES

FUNDED THROUGH THE
 INVESTMENT FUNDS OF SEPARATE ACCOUNT NO. 45

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------------------------------------------------
                                                         EQUITY SERIES                                                         
-------------------------------------------------------------------------------------------------------------------------------
   DOMESTIC EQUITY                        INTERNATIONAL EQUITY                      AGGRESSIVE EQUITY                          
                                                                                                                               
     Alliance Common Stock                  Alliance Global                           Alliance Aggressive Stock                
     Alliance Growth & Income               Alliance International                    Alliance Small Cap Growth                
     BT Equity 500 Index                    BT International Equity Index             BT Small Company Index                   
     EQ/Putnam Growth & Income Value        Morgan Stanley Emerging Markets           MFS Emerging Growth Companies            
     MFS Research                             Equity                                  Warburg Pincus Small Company Value       
     Merrill Lynch Basic Value Equity       T. Rowe Price International Stock                                                  
     T. Rowe Price Equity Income                                                                                               
-------------------------------------------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]


-------------------------------------------------------------------------------------------------------------------------------
         ASSET ALLOCATION SERIES                                          FIXED INCOME SERIES                                  
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
     Alliance Conservative Investors         AGGRESSIVE FIXED INCOME                   DOMESTIC FIXED INCOME                   
     Alliance Growth Investors                 Alliance High Yield                       Alliance Intermediate Government      
     EQ/Putnam Balanced                                                                    Securities                          
     Merrill Lynch World Strategy                                                        Alliance Money Market                 
-------------------------------------------------------------------------------------------------------------------------------

ISSUED BY:
 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
--------------------------------------------------------------------------------
Home Office:              1290 Avenue of the Americas, New York, NY 10104 
Processing Office:        Post Office Box 1547, Secaucus, NJ 07096-1547   
--------------------------------------------------------------------------------

This statement of additional information (SAI) is not a prospectus. It should be
read in conjunction with the Separate Account No. 45 prospectus for the Rollover
IRA, dated May 1, 1996, and prospectus  supplements dated May 1, 1998,  December
31 and May 1, 1997.  Definitions  of special  terms used in the SAI are found in
the prospectus.                                                                 

Copies of the prospectus and supplements are available free of charge by writing
the Processing Office, by calling  1-800-789-7771,  toll-free,  or by contacting
your agent.                                                                     

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------------------- 
                                              STATEMENT OF ADDITIONAL INFORMATION                                               
                                                       TABLE OF CONTENTS                                                        
------------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                          PAGE  
------------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                                
  Part    1    Minimum Distribution Withdrawals -- Traditional IRA Certificates                                              2  
------------------------------------------------------------------------------------------------------------------------------- 
  Part    2    Accumulation Unit Values                                                                                      2  
------------------------------------------------------------------------------------------------------------------------------- 
  Part    3    Annuity Unit Values                                                                                           2  
------------------------------------------------------------------------------------------------------------------------------- 
  Part    4    Custodian and Independent Accountants                                                                         3  
------------------------------------------------------------------------------------------------------------------------------- 
  Part    5    Alliance Money Market Fund, Alliance Intermediate Government Securities Fund and Alliance High                   
                  Yield Fund Yield Information                                                                               3  
------------------------------------------------------------------------------------------------------------------------------- 
  Part    6    Long-Term Market Trends                                                                                       5  
------------------------------------------------------------------------------------------------------------------------------- 
  Part    7    Financial Statements                                                                                          6  
------------------------------------------------------------------------------------------------------------------------------- 

Copyright 1998
The Equitable Life Assurance Society of the United States,
New York, New York 10104. 
All rights reserved.
Income Manager is a registered service mark of
The Equitable Life Assurance Society of the United States.

(IM-98-IRA596)                                                                  

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PART 1 -- MINIMUM DISTRIBUTION WITHDRAWALS -- TRADITIONAL IRA CERTIFICATES      

If  you  elect  Minimum  Distribution  Withdrawals  described  in  Part 6 of the
prospectus, each year we calculate the Minimum Distribution Withdrawal amount by
using the value of your  Traditional IRA as of December 31 of the prior calendar
year.  We then  calculate the minimum  distribution  amount based on the various
choices you make. This  calculation  takes into account  withdrawals made during
the  current  calendar  year but  prior to the date we  determine  your  Minimum
Distribution   Withdrawal   amount,   except  that  when  Minimum   Distribution
Withdrawals  are  elected  in the  year in  which  you  attain  age 71  1/2,  no
adjustment will be made for any  withdrawals  made between January 1 and April 1
in satisfaction of the minimum distribution requirement for the prior year.     

An election can also be made (1) to have us recalculate your life expectancy, or
joint  life  expectancies,  each  year  or (2) to have us  determine  your  life
expectancy,  or joint life  expectancies,  once and then subtract one year, each
year, from that amount.  The joint life options are only available if the spouse
is the beneficiary. However, if you first elect Minimum Distribution Withdrawals
after April 1 of the year following the calendar year in which you attain age   
70 1/2, option (1) will apply.                                                  

--------------------------------------------------------------------------------
PART 2 -- ACCUMULATION UNIT VALUES                                              

Accumulation  Unit Values are determined at the end of each Valuation Period for
each of the Investment Funds. Other annuity contracts and certificates which may
be offered by us will have their own accumulation unit values for the Investment
Funds which may be different from those for the Rollover IRA.                   

The  Accumulation  Unit Value for an Investment Fund for any Valuation Period is
equal  to the  Accumulation  Unit  Value  for  the  preceding  Valuation  Period
multiplied  by the Net  Investment  Factor  for  that  Investment  Fund for that
Valuation Period. The NET INVESTMENT FACTOR is:                                 

(a/b)-c                                                               

where:                                                                          

(a)  is the value of the Investment Fund's shares of the corresponding Portfolio
     at the end of the  Valuation  Period  before  giving  effect to any amounts
     allocated  to or  withdrawn  from the  Investment  Fund  for the  Valuation
     Period.  For this purpose,  we use the share value reported to us by HRT or
EQAT, as applicable.                                                  

(b)  is the value of the Investment Fund's shares of the corresponding Portfolio
     at the end of the preceding  Valuation Period (after any amounts  allocated
or withdrawn for that Valuation Period).                              

(c)  is the daily Separate  Account  mortality and expense risk charge and asset
     based administrative charge relating to the Certificates,  times the number
     of calendar  days in the  Valuation  Period.  These daily charges are at an
effective annual rate not to exceed a total of 1.15%.                 

--------------------------------------------------------------------------------
PART 3 -- ANNUITY UNIT VALUES                                                   

The annuity  unit value was fixed at $1.00 on each Fund's  respective  effective
date (as shown in the  prospectus) for  Certificates  with assumed base rates of
net investment  return of both 5% and 3 1/2% a year.  For each Valuation  Period
after that date,  it is the  annuity  unit value for the  immediately  preceding
Valuation  Period  multiplied  by the adjusted Net  Investment  Factor under the
Certificate.  For each Valuation  Period,  the adjusted Net Investment Factor is
equal to the Net Investment  Factor reduced for each day in the Valuation Period
by:                                                                             

o  .00013366  of the Net  Investment  Factor  if the  assumed  base  rate of net
investment return is 5% a year; or                                        

o  .00009425  of the Net  Investment  Factor  if the  assumed  base  rate of net
investment return is 3 1/2%.                                              

Because of this adjustment,  the annuity unit value rises and falls depending on
whether the actual rate of net investment return (after deduction of charges) is
higher or lower than the assumed base rate.                                     

All Certificates have a 5% assumed base rate of net investment return, except in
states where that rate is not permitted.  Annuity  payments  under  Certificates
with an assumed  base rate of 3 1/2% will at first be smaller  than those  under
Certificates   with  a  5%  assumed  base  rate.   Payments  under  the  3  1/2%
Certificates,  however,  will rise more rapidly when unit values are rising, and
payments  will fall more slowly when unit values are falling than those under 5%
Certificates.                                                                   

The amounts of variable annuity payments are determined as follows:             

Payments  normally start on the Business Day specified on your election form, or
on such other future date as specified  therein and are made on a monthly basis.
The first three payments are of equal amounts.  Each of the first three payments
will be based on the  amount  specified  in the  Tables  of  Guaranteed  Annuity
Payments in the Certificate.                                                    

The first  three  payments  depend on the  assumed  base rate of net  investment
return and the form of annuity  chosen  (and any fixed  period).  If the annuity
involved a                                                                      

2 

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life  contingency,  the risk  class and the age of the  annuitants  will  affect
payments.                                                                       

The  amount of the  fourth and each later  payment  will vary  according  to the
investment  performance of the Investment  Funds.  Each monthly  payment will be
calculated by  multiplying  the number of annuity units  credited by the average
annuity unit value for the second calendar month  immediately  preceding the due
date of the  payment.  The number of units is  calculated  by dividing the first
monthly  payment  by the  annuity  unit  value for the  Valuation  Period  which
includes the due date of the first  monthly  payment.  The average  annuity unit
value is the average of the annuity unit values for the Valuation Periods ending
in that month.  Variable  income  annuities  may also be  available  by separate
prospectus through the Investment Funds of other separate accounts we offer.    

Illustration of Changes in Annuity Unit Values                                  

To show how we determine  variable annuity payments from month to month,  assume
that the Annuity Account Value on an Annuity Commencement Date is enough to fund
an annuity  with a monthly  payment of $363 and that the annuity  unit value for
the Valuation  Period that includes the due date of the first annuity payment is
$1.05.  The number of annuity units  credited under the contract would be 345.71
(363 divided by 1.05 = 345.71).                                                 

If the fourth  monthly  payment is due in March,  and the average  annuity  unit
value for January was $1.10,  the annuity  payment for March would be the number
of units (345.71) times the average annuity unit value ($1.10),  or $380.28.  If
the average annuity unit value was $1 in February, the annuity payment for April
would be 345.71 times $1, or $345.71.                                           

--------------------------------------------------------------------------------
PART 4 -- CUSTODIAN AND INDEPENDENT ACCOUNTANTS                                 

Equitable  Life is the  custodian for shares of each trust owned by the Separate
Account.                                                                        

The financial  statements of the Separate Account for the periods ended December
31, 1997 and 1996, and the consolidated  financial  statements of Equitable Life
at December 31, 1997 and 1996 and for each of the three years ended December 31,
1997 included in the SAI have been audited by Price Waterhouse LLP.             

The financial  statements of the Separate Account for the periods ended December
31, 1997 and 1996, and the consolidated  financial  statements of Equitable Life
at December 31, 1997 and 1996 and for each of the three years ended December 31,
1997  included  in this SAI have been so  included in reliance on the reports of
Price Waterhouse LLP,  independent  accountants,  given on the authority of such
firm as experts in accounting and auditing.                                     

--------------------------------------------------------------------------------
PART  5  --  ALLIANCE  MONEY  MARKET  FUND,  ALLIANCE  INTERMEDIATE   GOVERNMENT
SECURITIES FUND AND ALLIANCE HIGH YIELD FUND YIELD INFORMATION            

Alliance Money Market Fund                                                      

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

The net change is then  reduced by the average  contract  fee factor  (explained
below). This reduction is made to recognize the deduction of the annual contract
fee, which is not reflected in the unit value. See "Annual Contract Fee" in Part
7 of the prospectus.                                                            

Accumulation  Unit Values  reflect all other  accrued  expenses of the  Alliance
Money  Market Fund but do not  reflect  the  distribution  fee,  the  withdrawal
charge,  the  guaranteed  minimum  death  benefit  charge  or  any  charges  for
applicable taxes such as state or local premium taxes.                          

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

The actual  dollar  amount of the annual  contract fee that is deducted from the
Alliance  Money Market Fund will vary for each  Certificate  depending  upon the
percentage of the Annuity  Account Value  allocated to the Alliance Money Market
Fund. To determine the effect of the annual  contract fee on the yield, we start
with the total dollar  amounts of the charges  deducted from the Fund during the
12-month  period  ending  on the last  day of the  prior  year.  The  amount  is
multiplied  by 7/365 to produce an average  contract fee factor which is used in
all weekly yield  computations  for the ensuing year.  The average  contract fee
factor is then divided by the number of Rollover IRA Alliance  Money Market Fund
Accumulation  Units as of the end of the prior  calendar year, and the resulting
quotient  is  deducted  from the net change in  Accumulation  Unit Value for the
seven-day period.                                                               

The effective yield is obtained by modifying the current yield to give effect to
the compounding nature of the                                                   

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Alliance Money Market Fund's investments,  as follows: the unannualized adjusted
base  period  return is  compounded  by adding one to the  adjusted  base period
return,  raising the sum to a power  equal to 365 divided by 7, and  subtracting
one  from  the  result,  i.e.,  effective  yield  =  (base  period  return +  1)
[superscript:  365/7] - 1.  The Alliance Money Market Fund yields will fluctuate
daily.   Accordingly,   yields  for  any  given   period  are  not   necessarily
representative of future results.  In addition,  the value of Accumulation Units
of the Alliance Money Market Fund will fluctuate and not remain constant.       

Alliance Intermediate Government Securities Fund and Alliance High Yield Fund   

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

The net change is then  reduced by the average  contract  fee factor  (explained
below). This reduction is made to recognize the deduction of the annual contract
fee, which is not reflected in the unit value. See "Annual Contract Fee" in Part
7 of the prospectus.                                                            

Accumulation  Unit Values  reflect all other  accrued  expenses of the  Alliance
Intermediate  Government  Securities  or  Alliance  High  Yield  Fund but do not
reflect the  distribution  fee, the withdrawal  charge,  the guaranteed  minimum
death benefit charge or any charges for applicable  taxes such as state or local
premium taxes.                                                                  

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

The actual  dollar  amount of the annual  contract fee that is deducted from the
Alliance  Intermediate  Government  Securities  or Alliance High Yield Fund will
vary for each  Certificate  depending upon the percentage of the Annuity Account
Value allocated to the Alliance  Intermediate  Government Securities or Alliance
High Yield  Fund.  To  determine  the effect of the annual  contract  fee on the
yield,  we start with the total dollar amounts of the charges  deducted from the
Fund during the 12-month  period  ending on the last day of the prior year.  The
amount is multiplied  by 30/365 to produce an average  contract fee factor which
is used in all 30-day  yield  computations  for the  ensuing  year.  The average
contract fee is then divided by the number of Rollover IRA Alliance Intermediate
Government  Securities or Alliance High Yield Fund Accumulation  Units as of the
end of the prior calendar year, and the resulting  quotient is deducted from the
net change in Accumulation Unit Value for the 30-day period.                    

The effective yield is obtained by modifying the current yield to give effect to
the compounding  nature of the Alliance  Intermediate  Government  Securities or
Alliance High Yield Fund's investments,  as follows:  the unannualized  adjusted
base  period  return is  compounded  by adding one to the  adjusted  base period
return,  raising the sum to a power equal to 365 divided by 30, and  subtracting
one  from  the  result,  i.e.,  effective  yield  =  (base  period  return  + 1)
[superscript:  365/30] - 1. The yields for the Alliance Intermediate  Government
Securities  and Alliance  High Yield Funds will  fluctuate  daily.  Accordingly,
yields  for any  given  period  are not  necessarily  representative  of  future
results.  In  addition,   the  value  of  Accumulation  Units  of  the  Alliance
Intermediate  Government Securities and Alliance High Yield Funds will fluctuate
and not remain constant.                                                        

Alliance Money Market Fund, Alliance Intermediate Government Securities Fund and
Alliance High Yield Fund Yield Information                                      

The yields for the Alliance Money Market Fund, Alliance Intermediate  Government
Securities  Fund and  Alliance  High Yield  Fund  reflect  charges  that are not
normally reflected in the yields of other investments and therefore may be lower
when  compared  with yields of other  investments.  The yields for the  Alliance
Money Market Fund, Alliance Intermediate Government Securities Fund and Alliance
High Yield Fund should not be  compared to the return on fixed rate  investments
which guarantee rates of interest for specified  periods,  such as the Guarantee
Periods.  Nor should the yields be compared to the yields of money  market funds
or government securities funds made available to the general public.            

The seven-day current yield for the Alliance Money Market Fund was 5.35% for the
period ended December 31, 1997. The effective yield for that period was 5.49%.  

The 30-day  current yield for the Alliance  Intermediate  Government  Securities
Fund was 8.07% for the period ended December 31, 1997.  The effective  yield for
that period was 8.38%.                                                          

The  30-day current  yield for the  Alliance  High Yield Fund was 16.14% for the
period ended December 31, 1997. The effective yield for that period was 17.39%. 

Because the above yields  reflect the  deduction of Separate  Account  expenses,
including the annual                                                            

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contract  fee,  they are lower  than the  corresponding  yield  figures  for the
Alliance Money Market,  Alliance Intermediate Government Securities and Alliance
High Yield Portfolios which reflect only the deduction of HRT-level expenses.   

--------------------------------------------------------------------------------
PART 6 -- LONG-TERM MARKET TRENDS                                               

As a tool for  understanding  how  different  investment  strategies  may affect
long-term  results,  it may be useful to  consider  the  historical  returns  on
different types of assets. The following charts present historical return trends
for various types of securities.  The information presented,  while not directly
related  to  the  performance  of the  Investment  Funds,  helps  to  provide  a
perspective on the potential  returns of different  asset classes over different
periods of time.  By  combining  this  information  with  knowledge  of your own
financial  needs  (e.g.,  the length of time until you  retire,  your  financial
requirements at retirement), you may be able to better determine how you wish to
allocate contributions among the Investment Funds.                              

Historically,   the  long-term  investment  performance  of  common  stocks  has
generally  been superior to that of long- or  short-term  debt  securities.  For
those investors who have many years until retirement,  or whose primary focus is
on long-term growth  potential and protection  against  inflation,  there may be
advantages  to allocating  some or all of their  Annuity  Account Value to those
Investment Funds that invest in stocks.                                         

Growth of $1 Invested on January 1, 1957
(Values are as of last business day)

[THE FOLLOWING DATA WAS REPRESENTED AS A                                        
SHADED AREA GRAPH IN THE TYPESET DOCUMENT:]                                     

Common Stock    Inflation                       
1957                 0.89         1.03                                    
1958                 1.28         1.05                                    
1959                 1.43         1.06                                    
1960                 1.44         1.08                                    
1961                 1.83         1.09                                    
1962                 1.67         1.10                                    
1963                 2.05         1.12                                    
1964                 2.38         1.13                                    
1965                 2.68         1.15                                    
1966                 2.41         1.19                                    
1967                 2.99         1.23                                    
1968                 3.32         1.29                                    
1969                 3.04         1.36                                    
1970                 3.16         1.44                                    
1971                 3.61         1.49                                    
1972                 4.30         1.54                                    
1973                 3.67         1.67                                    
1974                 2.70         1.88                                    
1975                 3.70         2.01                                    
1976                 4.58         2.11                                    
1977                 4.25         2.25                                    
1978                 4.53         2.45                                    
1979                 5.37         2.78                                    
1980                 7.11         3.12                                    
1981                 6.76         3.40                                    
1982                 8.20         3.54                                    
1983                10.05         3.67                                    
1984                10.68         3.81                                    
1985                14.11         3.96                                    
1986                16.72         4.00                                    
1987                17.60         4.18                                    
1988                20.55         4.36                                    
1989                27.03         4.57                                    
1990                26.17         4.85                                    
1991                34.16         4.99                                    
1992                36.78         5.14                                    
1993                40.46         5.28                                    
1994                40.99         5.42                                    
1995                56.33         5.56                                    
1996                69.33         5.74                                    
1997                92.44         5.85                                    

[WHITE AREA = COMMON STOCK]                                                     
[BLACK AREA = INFLATION]                                                        

[END OF GRAPHICALLY REPRESENTED DATA]                                           

Source:  Ibbotson Associates,  Inc. See discussion and information preceding and
following chart on next page.                                                   

Over shorter periods of time, however,  common stocks tend to be subject to more
dramatic changes in value than fixed-income (debt) securities. Investors who are
nearing retirement age, or who have a need to limit short-term risk, may find it
preferable to allocate a smaller  percentage  of their Annuity  Account Value to
those  Investment  Funds  that  invest in common  stocks.  The  following  graph
illustrates the monthly  fluctuations in value of $1 based on monthly returns of
the  Standard & Poor's 500 during  1990,  a year that  represents  more  typical
volatility than 1997.                                                           

Growth of $1 Invested on January 1, 1990
(Values are as of last business day)

[THE FOLLOWING DATA WAS REPRESENTED AS A BLACK & WHITE LINE GRAPH               
IN THE TYPESET DOCUMENT:]                                                       

Intermediate-Term           
           Govt. Bonds               Common Stocks
1/1/90                      1.00                      1.00                  
Jan.                        0.99                      0.93                  
Feb.                        0.99                      0.94                  
Mar.                        0.99                      0.97                  
Apr.                        0.98                      0.95                  
May                         1.01                      1.04                  
June                        1.02                      1.03                  
July                        1.04                      1.03                  
Aug.                        1.03                      0.93                  
Sep.                        1.04                      0.89                  
Oct.                        1.06                      0.89                  
Nov.                        1.08                      0.94                  
Dec.                        1.10                      0.97                  

[BLACK DOTS = INTERMEDIATE-TERM GOVT. BONDS]                                    
[WHITE DOTS = COMMON STOCKS]                                                    

[END OF GRAPHICALLY REPRESENTED DATA]                                           

Source:  Ibbotson Associates,  Inc. See discussion and information preceding and
following chart.                                                                

The following  chart  illustrates  average  annual rates of return over selected
time periods between December 31, 1926 and December 31, 1997 for different types
of securities:  common stocks,  long-term government bonds,  long-term corporate
bonds,   intermediate-term   government  bonds  and  U.S.  Treasury  Bills.  For
comparison  purposes,  the  Consumer  Price  Index  is  shown  as a  measure  of
inflation.  The  average  annual  returns  shown in the  chart  reflect  capital
appreciation  and  assume  the  reinvestment  of  dividends  and  interest.   No
investment management fees or expenses, and no charges typically associated with
deferred annuity products, are reflected.                                       

The  information  presented is merely a summary of past experience for unmanaged
groups  of  securities  and is  neither  an  estimate  nor  guarantee  of future
performance.  Any  investment in securities,  whether  equity or debt,  involves
varying  degrees of potential  risk, in addition to offering  varying degrees of
potential reward.                                                               

The  rates of  return  illustrated  do not  represent  returns  of the  Separate
Account.  In  addition,  there  is no  assurance  that  the  performance  of the
Investment Funds will correspond to rates of return such as those illustrated in
the chart.                                                                      

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-------------------------------------------------------------------------------------------------------------------------------
                                                         MARKET TRENDS:                                                        
                                              ILLUSTRATIVE ANNUAL RATES OF RETURN                                              
-------------------------------------------------------------------------------------------------------------------------------
                                                                     LONG-TERM    INTERMEDIATE-      U.S.                      
FOR THE FOLLOWING PERIODS               COMMON        LONG-TERM      CORPORATE        TERM         TREASURY       CONSUMER     
ENDING 12/31/97:                        STOCKS       GOVT. BONDS       BONDS       GOVT. BONDS       BILLS       PRICE INDEX   
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
    1 Year                              33.36%         15.85%         12.95%          8.38%          5.26%          1.92%      
    3 Years                             31.15%         14.76%         13.36%          8.93%          5.35%          2.59%      
    5 Years                             20.24%         10.51%          9.22%          6.40%          4.57%          2.64%      
   10 Years                             18.05%         11.32%         10.85%          8.33%          5.44%          3.43%      
   20 Years                             16.65%         10.39%         10.29%          9.51%          7.29%          4.90%      
   30 Years                             12.12%          8.63%          8.86%          8.52%          6.77%          5.34%      
   40 Years                             12.30%          6.71%          7.09%          7.10%          5.85%          4.44%      
   50 Years                             13.12%          5.70%          6.07%          6.04%          4.99%          3.94%      
   60 Years                             12.53%          5.31%          5.54%          5.44%          4.18%          4.11%      
Since 12/31/26                          10.99%          5.19%          5.71%          5.25%          3.77%          3.17%      
Inflation adjusted since 1926            7.58%          1.96%          2.46%          2.02%          0.58%            --       
-------------------------------------------------------------------------------------------------------------------------------

SOURCE:  Ibbotson,  Roger G., and Rex A. Sinquefield,  Stocks, Bonds, Bills, and
Inflation  (SBBI),  1982,  updated in Stocks,  Bonds,  Bills and Inflation  1998
Yearbook,(TM) Ibbotson Associates, Inc., Chicago. All rights reserved.          
COMMON  STOCKS (S&P 500) -- Standard and Poor's  Composite  Index,  an unmanaged
weighted  index of the  stock  performance  of 500  industrial,  transportation,
utility and financial companies.                                                
LONG-TERM  GOVERNMENT BONDS -- Measured using a one-bond  portfolio  constructed
each year  containing a bond with  approximately  a  twenty-year  maturity and a
reasonably current coupon.                                                      
LONG-TERM  CORPORATE  BONDS  -- For the  period  1969-1997,  represented  by the
Salomon  Brothers  Long-Term,  High-Grade  Corporate Bond Index;  for the period
1946-1968,  the Salomon  Brothers  Index was backdated  using  Salomon  Brothers
monthly  yield data and a methodology  similar to that used by Salomon  Brothers
for  1969-1997;  for the period  1927-1945,  the  Standard  and  Poor's  monthly
High-Grade Corporate Composite yield data were used, assuming a 4 percent coupon
and a twenty-year maturity.                                                     
INTERMEDIATE-TERM   GOVERNMENT  BONDS  --  Measured  by  a  one-bond   portfolio
constructed each year containing a bond with approximately a five-year maturity.
U.S. TREASURY BILLS -- Measured by rolling over each month a one-bill  portfolio
containing,  at the  beginning  of each  month,  the bill  having  the  shortest
maturity not less than one month.                                               
INFLATION  --  Measured  by the  Consumer  Price  Index for all Urban  Consumers
(CPI-U), not seasonally adjusted.                                               

--------------------------------------------------------------------------------
PART 7 -- FINANCIAL STATEMENTS                                                  

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

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

INDEX TO FINANCIAL STATEMENTS                                                   

                                                        [Enlarge/Download Table]
                                                                                                              
Report of Independent Accountants.......................................................................  FS-2
Financial Statements:                                                                                         
      Statements of Assets and Liabilities, December 31, 1997...........................................  FS-3
      Statements of Operations for the Year Ended December 31, 1997.....................................  FS-6
      Statements of Changes in Net Assets for the Years Ended December 31, 1997 and 1996................  FS-9
      Notes to Financial Statements..................................................................... FS-14

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS                                      

                                                        [Enlarge/Download Table]
                                                                                                            
Report of Independent Accountants....................................................................... F-1
Consolidated Financial Statements:                                                                          
   Consolidated Balance Sheets, December 31, 1997 and 1996.............................................. F-2
   Consolidated Statements of Earnings, Years Ended December 31, 1997, 1996 and 1995.................... F-3
   Consolidated Statements of Shareholder's Equity, Years Ended December 31, 1997,                          
     1996 and 1995...................................................................................... F-4
   Consolidated Statements of Cash Flows, Years Ended December 31, 1997, 1996 and 1995.................. F-5
   Notes to Consolidated Financial Statements........................................................... F-6

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 REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of                                                    
The Equitable Life Assurance Society of the United States                       
and Contractowners of Separate Account No. 45                                   
of The Equitable Life Assurance Society of the United States                    

In our opinion,  the  accompanying  statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of the Alliance Money Market Fund,
Alliance  Intermediate  Government Securities Fund, Alliance High Yield Fund, T.
Rowe Price Equity Income Fund,  EQ/Putnam  Growth & Income Value Fund,  Alliance
Growth & Income  Fund,  Alliance  Equity Index Fund,  Merrill  Lynch Basic Value
Equity Fund,  Alliance  Common Stock Fund,  MFS Research Fund,  Alliance  Global
Fund,  Alliance  International  Fund,  T. Rowe Price  International  Stock Fund,
Morgan Stanley  Emerging  Markets Equity Fund,  Alliance  Aggressive Stock Fund,
Warburg  Pincus Small Company Value Fund,  Alliance  Small Cap Growth Fund,  MFS
Emerging Growth Companies Fund, Alliance Conservative  Investors Fund, EQ/Putnam
Balanced Fund,  Alliance Growth  Investors Fund and Merrill Lynch World Strategy
Fund,  separate  investment funds of The Equitable Life Assurance Society of the
United States  ("Equitable  Life") Separate  Account No. 45 at December 31, 1997
and the  results of each of their  operations  and  changes in each of their net
assets  for  the  periods  indicated  in  conformity  with  generally   accepted
accounting  principles.  These financial  statements are the  responsibility  of
Equitable  Life's  management;  our  responsibility  is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
financial  statements in accordance with generally  accepted auditing  standards
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates  made by management  and evaluating the overall
financial  statement  presentation.  We believe that our audits,  which included
confirmation  of shares  owned in The Hudson  River Trust and in The EQ Advisors
Trust at December 31, 1997 with the transfer agent,  provide a reasonable  basis
for the opinion expressed above.                                                

Price Waterhouse LLP                                                            
New York, New York                                                              
February 10, 1998                                                               

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

STATEMENTS OF ASSETS AND LIABILITIES                                            
DECEMBER 31, 1997                                                               

                                                        [Enlarge/Download Table]

                                                                   FIXED INCOME SERIES                                       
                                                   --------------------------------------------                              
                                                                    ALLIANCE                                                 
                                                    ALLIANCE      INTERMEDIATE                                               
                                                     MONEY         GOVERNMENT     ALLIANCE                                   
                                                     MARKET        SECURITIES       HIGH                                     
                                                      FUND            FUND       YIELD FUND                                  
                                                   -----------   -------------  ---------------                              
ASSETS                                                                                                                       
                                                                                                                             
Investments in shares of the Trusts --                                                                                       
  at market value (Note 1)                                                                                                   
       Cost:                 $82,037,124.......... $81,571,923                                                               
                              11,097,635..........               $11,119,574                                                 
                              19,330,287..........                              $18,544,101                                  
 Receivable (payable) for policy-related                                                                                     
   transactions...................................   2,903,327        50,563        662,782                                  
                                                   -----------   -----------   ------------                                  
Total Assets......................................  84,475,250    11,170,137     19,206,883                                  
                                                   -----------   -----------   ------------                                  

LIABILITIES                                                                                                                  
Payable (receivable) for the Trust shares                                                                                    
   purchased......................................   2,910,079        52,140        665,890                                  
Amount retained by Equitable Life in Separate                                                                                
   Account No. 45 (Note 5)........................     206,810        55,747         59,654                                  
                                                   -----------   -----------   ------------                                  
Total Liabilities.................................   3,116,889       107,887        725,544                                  
                                                   -----------   -----------   ------------                                  

NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS........ $81,358,361   $11,062,250    $18,481,339                                  
                                                   ===========   ===========   ============                                  



                                                                                      EQUITY SERIES                          
                                                   --------------------------------------------------------------------------
                                                                                                                  MERRILL    
                                                   T. ROWE PRICE     EQ/PUTNAM                      ALLIANCE       LYNCH     
                                                      EQUITY          GROWTH &       ALLIANCE        EQUITY     BASIC VALUE  
                                                       EQUITY      INCOME VALUE     GROWTH &         INDEX         EQUITY    
                                                    INCOME FUND        FUND         INCOME FUND       FUND          FUND     
                                                   -------------  --------------    -----------   -----------  --------------
ASSETS                                                                                                                       
                                                                                                                             
Investments in shares of the Trusts --                                                                                       
  at market value (Note 1)                                                                                                   
       Cost:                  18,007,458.......... $18,987,864                                                               
                              14,008,930..........                $14,200,058                                                
                              88,651,911..........                                $94,268,289                                
                                  99,286..........                                                $104,008                   
                               9,928,247..........                                                             $9,863,914    
Receivable (payable) for policy-related                                                                                      
   transactions...................................     105,202        186,146         809,151           (8)        34,834    
                                                   -----------    -----------     -----------    ---------     ----------    
Total Assets......................................  19,093,066     14,386,204      95,077,440      104,000      9,898,748    
                                                   -----------    -----------     -----------    ---------     ----------    

LIABILITIES                                                                                                                  
Payable (receivable) for the Trust shares                                                                                    
   purchased......................................     109,104        189,102         829,693           --         36,845    
Amount retained by Equitable Life in Separate                                                                                
   Account No. 45 (Note 5)........................      15,447         11,682         366,973        6,482          7,463    
                                                   -----------    -----------     -----------    ---------     ----------    
Total Liabilities.................................     124,551        200,784       1,196,666        6,482         44,308    
                                                   -----------    -----------     -----------    ---------     ----------    

NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS........ $18,968,515    $14,185,420     $93,880,774    $  97,518     $9,854,440    
                                                   ===========    ===========     ===========    =========     ==========    

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

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

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                
DECEMBER 31, 1997                                                               

                                                        [Enlarge/Download Table]

                                                                              EQUITY SERIES (CONTINUED)                 
                                                            ------------------------------------------------------------

                                                              ALLIANCE                                                  
                                                              COMMON              MFS        ALLIANCE        ALLIANCE   
                                                               STOCK           RESEARCH       GLOBAL       INTERNATIONAL
                                                                FUND             FUND          FUND            FUND     
                                                            ------------    ------------   ------------    -------------
ASSETS                                                                                                                  
                                                                                                                        
Investments in shares of the Trusts --                                                                                  
at market value (Note 1)                                                                                                
Cost:                       $297,090,529................... $320,541,976                                                
                              11,939,823...................                 $11,977,333                                 
                              38,334,848...................                                $38,090,450                  
                              18,748,095...................                                               $16,610,244   
Receivable (payable) for policy-related transactions.......    1,219,096         44,794        646,213         31,494   
                                                            ------------    -----------    -----------    -----------   
Total Assets...............................................  321,761,072     12,022,127     38,736,663     16,641,738   
                                                            ------------    -----------    -----------    -----------   

LIABILITIES                                                                                                             
Payable (receivable) for the Trust shares purchased........    1,275,113         47,322         83,460         68,383   
Amount retained by Equitable Life in Separate                                                                           
   Account No. 45 (Note 5).................................    1,176,309         10,019        143,534         90,013   
                                                            ------------    -----------    -----------    -----------   
Total Liabilities..........................................    2,451,422         57,341        226,994        158,396   
                                                            ------------    -----------    -----------    -----------   

NET ASSETS ATTRIBUTABLE TO CONTRACT  OWNERS................ $319,309,650    $11,964,786    $38,509,669    $16,483,342   
                                                            ============    ===========    ===========    ===========   



                                                                     EQUITY SERIES (CONTINUED)                          
                                                            -----------------------------------------                   
                                                                 T. ROWE     MORGAN                                     
                                                                  PRICE      STANLEY       ALLIANCE                     
                                                              INTERNATIONAL  EMERGING     AGGRESSIVE                    
                                                                  STOCK       MARKETS       STOCK                       
                                                                   FUND     EQUITY FUND      FUND                       
                                                            -------------  -----------  ------------                    
ASSETS                                                                                                                  
                                                                                                                        
Investments in shares of the Trusts --                                                                                  
at market value (Note 1)                                                                                                
Cost:                         13,205,929................... $12,628,951                                                 
                               2,479,420...................                 $2,241,138                                  
                             122,157,062...................                               $118,305,660                  
Receivable (payable) for policy-related transactions.......    (241,260)        14,961          55,012                  
                                                            -----------     ----------    ------------                  
Total Assets...............................................  12,387,691      2,256,099     118,360,672                  
                                                            -----------     ----------    ------------                  

LIABILITIES                                                                                                             
Payable (receivable) for the Trust shares purchased........    (238,550)        15,412          76,530                  
Amount retained by Equitable Life in Separate                                                                           
   Account No. 45 (Note 5).................................       9,534          1,594         456,464                  
                                                            -----------     ----------    ------------                  
Total Liabilities..........................................    (229,016)        17,006         532,994                  
                                                            -----------     ----------    ------------                  

NET ASSETS ATTRIBUTABLE TO CONTRACT  OWNERS................ $12,616,707     $2,239,093    $117,827,678                  
                                                            ===========     ==========    ============                  

-------------------------                                                       
See Notes to Financial Statements.                                              
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THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       
SEPARATE ACCOUNT NO. 45                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONCLUDED)                                
DECEMBER 31, 1997                                                               

                                                        [Enlarge/Download Table]

                                                                         EQUITY SERIES (CONTINUED)               
                                                           -----------------------------------------             
                                                             WARBURG                         MFS                 
                                                             PINCUS         ALLIANCE      EMERGING               
                                                              SMALL         SMALL CAP      GROWTH                
                                                             COMPANY         GROWTH       COMPANIES              
                                                            VALUE FUND        FUND           FUND                
                                                           -----------    -----------    -----------             
ASSETS                                                                                                           
                                                                                                                 
Investments in shares of the Trusts --                                                                           
at market value (Note 1)                                                                                         
Cost:                        $25,096,987.................. $24,796,551                                           
                              16,633,779..................                $16,289,343                            
                              12,205,272..................                               $11,946,078             
Receivable (payable) for policy-related transactions......     208,290        107,600         73,764             
                                                           -----------    -----------    -----------             
Total Assets..............................................  25,004,841     16,396,943     12,019,842             
                                                           -----------    -----------    -----------             

LIABILITIES                                                                                                      
Payable (receivable) for the Trust shares purchased.......     213,483        114,679         76,254             
Amount retained by Equitable Life in Separate                                                                    
   Account No. 45 (Note 5)................................      19,432         54,205          9,228             
                                                           -----------    -----------    -----------             
Total Liabilities.........................................     232,915        168,884         85,482             
                                                           -----------    -----------    -----------             

NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS................ $24,771,926    $16,228,059    $11,934,360             
                                                           ===========    ===========    ===========             


                                                                                 ASSET ALLOCATION SERIES         
                                                           ------------------------------------------------------
                                                                                                         MERRILL 
                                                             ALLIANCE                     ALLIANCE        LYNCH  
                                                           CONSERVATIVE    EQ/PUTNAM       GROWTH         WORLD  
                                                            INVESTORS      BALANCED      INVESTORS       STRATEGY
                                                               FUND          FUND           FUND           FUND  
                                                           ------------   ----------     ----------    ----------
ASSETS                                                                                                           
                                                                                                                 
Investments in shares of the Trusts --                                                                           
at market value (Note 1)                                                                                         
Cost:                         20,991,531.................. $21,474,276                                           
                               5,965,298..................                $6,038,880                             
                              64,675,197..................                              $66,360,908              
                               2,544,176..................                                             $2,415,053
Receivable (payable) for policy-related transactions......     146,316        76,680        120,470         9,748
                                                           -----------    ----------    -----------    ----------
Total Assets..............................................  21,620,592     6,115,560     66,481,378     2,424,801
                                                           -----------    ----------    -----------    ----------

LIABILITIES                                                                                                      
Payable (receivable) for the Trust shares purchased.......     149,280        77,927        132,026        10,238
Amount retained by Equitable Life in Separate                                                                    
   Account No. 45 (Note 5)................................     142,854         4,667        366,318         1,768
                                                           -----------    ----------    -----------    ----------
Total Liabilities.........................................     292,134        82,594        498,344        12,006
                                                           -----------    ----------    -----------    ----------

NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS................ $21,328,458    $6,032,966    $65,983,034    $2,412,795
                                                           ===========    ==========    ===========    ==========

-------------------------                                                       
See Notes to Financial Statements.                                              
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THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       
SEPARATE ACCOUNT NO. 45                                                         

STATEMENTS OF OPERATIONS                                                        
FOR THE YEAR ENDED DECEMBER 31, 1997                                            

                                                        [Enlarge/Download Table]

                                                                      FIXED INCOME SERIES                                   
                                                            --------------------------------------                          
                                                                            ALLIANCE                                        
                                                             ALLIANCE     INTERMEDIATE   ALLIANCE                           
                                                              MONEY        GOVERNMENT      HIGH                             
                                                              MARKET       SECURITIES     YIELD                             
                                                               FUND           FUND        FUND(A)                           
                                                            -----------    ----------   -----------                         
INCOME AND EXPENSES:                                                                                                        
                                                                                                                            
Investment Income (Note 2):                                                                                                 
   Dividends from the Trusts .............................. $ 2,767,636    $ 373,989    $   654,819                         
Expenses (Note 3):                                                                                                          
Asset based charges .......................................     445,521       70,280         53,671                         
                                                            -----------    ---------    -----------                         
NET INVESTMENT INCOME (LOSS) ..............................   2,322,115      303,709        601,148                         
                                                            -----------    ---------    -----------                         

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                                      
   INVESTMENTS (NOTE 2):                                                                                                    
Realized gain (loss) on investments .......................      59,011       12,754         76,963                         
Realized gain distribution from the Trusts ................       5,264           --        706,360                         
                                                            -----------    ---------    -----------                         
   Net Realized Gain (Loss) ...............................      64,275       12,754        783,323                         
                                                            -----------    ---------    -----------                         
Unrealized appreciation (depreciation) on                                                                                   
   investments                                                                                                              
Beginning of period .......................................    (197,899)     (36,715)            --                         
End of period .............................................    (465,201)      21,939       (786,186)                        
                                                            -----------    ---------    -----------                         
Change in unrealized appreciation (depreciation)                                                                            
during the period .........................................    (267,302)      58,654       (786,186)                        
                                                            -----------    ---------    -----------                         

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                                  
   INVESTMENTS ............................................    (203,027)      71,408         (2,863)                        
                                                            -----------    ---------    -----------                         
NET INCREASE IN NET ASSETS RESULTING FROM                                                                                   
   OPERATIONS ............................................. $ 2,119,088    $ 375,117    $   598,285                         
                                                            ===========    =========    ===========                         


                                                                                      EQUITY SERIES                         
                                                            --------------------------------------------------------------- 
                                                             T. ROWE                                             MERRILL    
                                                              PRICE       EQ/PUTNAM     ALLIANCE    ALLIANCE      LYNCH     
                                                              EQUITY       GROWTH &     GROWTH &     EQUITY     BASIC VALUE 
                                                              INCOME        INCOME       INCOME      INDEX        EQUITY    
                                                              FUND(A)       FUND(A)    VALUE FUND   FUND(A)       FUND(A)   
                                                            -----------    --------    ----------   --------    ----------- 
INCOME AND EXPENSES:                                                                                                        
                                                                                                                            
Investment Income (Note 2):                                                                                                 
   Dividends from the Trusts .............................. $  141,756   $    65,607   $    522,395    $    596    $ 49,960 
Expenses (Note 3):                                                                                                          
Asset based charges .......................................     62,938        44,334        617,639         409      29,450 
                                                            ----------   -----------   ------------    --------    -------- 
NET INVESTMENT INCOME (LOSS) ..............................     78,818        21,273        (95,244)        187      20,510 
                                                            ----------   -----------   ------------    --------    -------- 

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                                      
   INVESTMENTS (NOTE 2):                                                                                                    
Realized gain (loss) on investments .......................      2,121           963        707,686       1,022         711 
Realized gain distribution from the Trusts ................     52,414        53,683      5,306,878         370      47,068 
                                                            ----------   -----------   ------------    --------    -------- 
   Net Realized Gain (Loss) ...............................     54,535        54,646      6,014,564       1,392      47,779 
                                                            ----------   -----------   ------------    --------    -------- 
Unrealized appreciation (depreciation) on                                                                                   
   investments                                                                                                              
Beginning of period .......................................         --            --        764,236          --          -- 
End of period .............................................    980,406       191,128      5,616,378       4,722     (64,333)
                                                            ----------   -----------   ------------    --------    -------- 
Change in unrealized appreciation (depreciation)                                                                            
during the period .........................................    980,406       191,128      4,852,142       4,722     (64,333)
                                                            ----------   -----------   ------------    --------    -------- 

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                                  
   INVESTMENTS ............................................  1,034,941       245,774     10,866,706       6,114     (16,554)
                                                            ----------   -----------   ------------    --------    -------- 
NET INCREASE IN NET ASSETS RESULTING FROM                                                                                   
   OPERATIONS ............................................. $1,113,759   $   267,047   $ 10,771,462    $  6,301    $  3,956 
                                                            ==========   ===========   ============    ========    ======== 

-------------------------                                                       
(a) Commenced operations on May 1, 1997.                                        

See Notes to Financial Statements.                                              

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

STATEMENTS OF OPERATIONS (CONTINUED)                                            
FOR THE YEAR ENDED DECEMBER 31, 1997                                            

                                                        [Enlarge/Download Table]

                                                                        EQUITY SERIES (CONTINUED)                
                                                        ---------------------------------------------------------

                                                           ALLIANCE                                  ALLIANCE    
                                                            COMMON          MFS      ALLIANCE         INTER-     
                                                             STOCK       RESEARCH     GLOBAL         NATIONAL    
                                                             FUND         FUND(A)      FUND            FUND      
                                                        ------------    ----------  ------------  -----------    
INCOME AND EXPENSES:                                                                                             
                                                                                                                 
Investment Income (Note 2):                                                                                      
   Dividends from the Trusts .........................   $ 1,007,250    $ 25,364    $  662,565    $   454,446    
Expenses (Note 3):                                                                                               
Asset based charges ..................................     2,216,874      40,703       334,193        165,980    
                                                         -----------    --------    ----------    -----------    
NET INVESTMENT INCOME (LOSS) .........................    (1,209,624)    (15,339)      328,372        288,466    
                                                         -----------    --------    ----------    -----------    

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                           
   INVESTMENTS (NOTE 2):                                                                                         
Realized gain (loss) on investments ..................     3,442,671       1,227       423,327        259,996    
Realized gain distribution from the Trusts ...........    23,990,653     100,696     2,414,538        833,830    
                                                         -----------    --------    ----------    -----------    
   Net Realized Gain (Loss) ..........................    27,433,324     101,923     2,837,865      1,093,826    
Unrealized appreciation (depreciation) on investments:                                                           
Beginning of period ..................................     1,356,454          --       199,484         31,388    
End of period ........................................    23,451,447      37,510      (244,398)    (2,137,851)   
                                                         -----------    --------    ----------    -----------    
Change in unrealized appreciation (depreciation)                                                                 
   during the period .................................    22,094,993      37,510      (443,882)    (2,169,239)   
                                                         -----------    --------    ----------    -----------    

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                       
   INVESTMENTS .......................................    49,528,317     139,433     2,393,983     (1,075,413)   
                                                         -----------    --------    ----------    -----------    
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                             
   OPERATIONS ........................................   $48,318,693    $124,094    $2,722,355    $  (786,947)   
                                                         ===========    ========    ==========    ===========    


                                                               EQUITY SERIES (CONTINUED)                         
                                                        -------------------------------------                    
                                                          T. ROWE     MORGAN                                     
                                                           PRICE      STANLEY                                    
                                                           INTER-    EMERGING      ALLIANCE                      
                                                          NATIONAL    MARKETS     AGGRESSIVE                     
                                                           STOCK      EQUITY        STOCK                        
                                                          FUND(A)     FUND(B)        FUND                        
                                                        ----------   ---------   ------------                    
INCOME AND EXPENSES:                                                                                             
                                                                                                                 
Investment Income (Note 2):                                                                                      
   Dividends from the Trusts .........................  $   1,646    $   6,387    $   105,375                    
Expenses (Note 3):                                                                                               
Asset based charges ..................................     47,444        5,153        985,564                    
                                                        ---------    ---------    -----------                    
NET INVESTMENT INCOME (LOSS) .........................    (45,798)       1,234       (880,189)                   
                                                        ---------    ---------    -----------                    

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                           
   INVESTMENTS (NOTE 2):                                                                                         
Realized gain (loss) on investments ..................    (53,503)     (26,406)        61,253                    
Realized gain distribution from the Trusts ...........         --           --      9,818,273                    
                                                        ---------    ---------    -----------                    
   Net Realized Gain (Loss) ..........................    (53,503)     (26,406)     9,879,526                    
Unrealized appreciation (depreciation) on investments:                                                           
Beginning of period ..................................         --           --     (2,165,186)                   
End of period ........................................   (576,978)    (238,282)    (3,851,402)                   
                                                        ---------    ---------    -----------                    
Change in unrealized appreciation (depreciation)                                                                 
   during the period .................................   (576,978)    (238,282)    (1,686,216)                   
                                                        ---------    ---------    -----------                    

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                       
   INVESTMENTS .......................................   (630,481)    (264,688)     8,193,310                    
                                                        ---------    ---------    -----------                    
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                             
   OPERATIONS ........................................  $(676,279)   $(263,454)   $ 7,313,121                    
                                                        =========    =========    ===========                    

-------------------------                                                       
(a) Commenced operations on May 1, 1997.                                        

(b) Commenced operations on November 20, 1997.                                  

See Notes to Financial Statements.                                              

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

STATEMENTS OF OPERATIONS (CONCLUDED)                                            
FOR THE YEAR ENDED DECEMBER 31, 1997                                            

                                                        [Enlarge/Download Table]

                                                               EQUITY SERIES (CONTINUED)                   
                                                        -------------------------------------              
                                                          WARBURG                                          
                                                           PINCUS                     MFS                  
                                                           SMALL       ALLIANCE     EMERGING               
                                                          COMPANY      SMALL CAP     GROWTH                
                                                           VALUE        GROWTH     COMPANIES               
                                                          FUND(A)       FUND(A)      FUND(A)               
                                                        ---------    ----------   -----------              
INCOME AND EXPENSES:                                                                                       
                                                                                                           
Investment Income (Note 2):                                                                                
   Dividends from the Trusts .........................  $  21,393    $     773    $  22,515                
Expenses (Note 3):                                                                                         
Asset based charges ..................................     85,830       50,629       38,336                
                                                        ---------    ---------    ---------                
NET INVESTMENT INCOME (LOSS) .........................    (64,437)     (49,856)     (15,821)               
                                                        ---------    ---------    ---------                

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                     
   INVESTMENTS (NOTE 2):                                                                                   
Realized gain (loss) on investments ..................    228,992       62,796       52,672                
Realized gain distribution from the Trusts ...........    109,076      377,750      274,537                
                                                        ---------    ---------    ---------                
   Net Realized Gain (Loss) ..........................    338,068      440,546      327,209                
                                                                     ---------    ---------                

Unrealized appreciation (depreciation) on investments:                                                     
Beginning of period ..................................         --           --           --                
End of period ........................................   (300,436)    (344,436)    (259,194)               
                                                        ---------    ---------    ---------                
Change in unrealized appreciation (depreciation)                                                           
   during the period .................................   (300,436)    (344,436)    (259,194)               
                                                        ---------    ---------    ---------                

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                 
   INVESTMENTS .......................................     37,632       96,110       68,015                
                                                        ---------    ---------    ---------                
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                       
   OPERATIONS ........................................  $ (26,805)   $  46,254    $  52,194                
                                                        =========    =========    =========                


                                                                      ASSET ALLOCATION SERIES              
                                                        ---------------------------------------------------

                                                                                                  MERRILL  
                                                          ALLIANCE                  ALLIANCE       LYNCH   
                                                        CONSERVATIVE  EQ/PUTNAM      GROWTH        WORLD   
                                                         INVESTORS    BALANCED      INVESTORS     STRATEGY 
                                                            FUND       FUND(A)        FUND         FUND(A) 
                                                        ----------   ----------    -----------   ----------
INCOME AND EXPENSES:                                                                                       
                                                                                                           
Investment Income (Note 2):                                                                                
   Dividends from the Trusts .........................   $  647,522   $  69,781    $ 1,260,100    $ 10,682 
Expenses (Note 3):                                                                                         
Asset based charges ..................................      165,768      18,233        523,559       7,708 
                                                         ----------   ---------    -----------    -------- 
NET INVESTMENT INCOME (LOSS) .........................      481,754      51,548        736,541       2,974 
                                                         ----------   ---------    -----------    -------- 

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                     
   INVESTMENTS (NOTE 2):                                                                                   
Realized gain (loss) on investments ..................       49,147      (1,203)       187,731        (109)
Realized gain distribution from the Trusts ...........      638,548      46,731      3,432,867      24,328 
                                                         ----------   ---------    -----------    -------- 
   Net Realized Gain (Loss) ..........................      687,695      45,528      3,620,598      24,219 
                                                         ----------   ---------    -----------    -------- 

Unrealized appreciation (depreciation) on investments:                                                     
Beginning of period ..................................        4,651          --       (158,777)         -- 
End of period ........................................      482,745      73,582      1,685,711    (129,123)
                                                         ----------   ---------    -----------    -------- 
Change in unrealized appreciation (depreciation)                                                           
   during the period .................................      478,094      73,582      1,844,488    (129,123)
                                                         ----------   ---------    -----------    -------- 

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                 
   INVESTMENTS .......................................    1,165,789     119,110      5,465,086    (104,904)
                                                         ----------   ---------    -----------    -------- 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                       
   OPERATIONS ........................................   $1,647,543   $ 170,658    $ 6,201,627   $(101,930)
                                                         ==========   =========    ===========    =========

-------------------------                                                       
(a) Commenced operations on May 1, 1997.                                        

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS                                             
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                      FIXED INCOME SERIES:                 
                                                              ----------------------------------           

                                                                          ALLIANCE                         
                                                                     MONEY MARKET FUND                     
                                                              ------------------------------               
                                                                   1997            1996                    
                                                              -------------    -------------               

INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
                                                                                                           
   Net investment income ...................................  $   2,322,115    $     791,163               
   Net realized gain (loss) ................................         64,275           19,803               
   Change in unrealized appreciation /(depreciation)                                                       
      of investments .......................................       (267,302)        (165,897)              
                                                              -------------    -------------               

   Net increase in net assets from operations ..............      2,119,088          645,069               
                                                              -------------    -------------               
FROM CONTRACT OWNERS TRANSACTIONS:                                                                         
   Contributions and Transfers:                                                                            
      Contributions ........................................    137,532,670       95,681,367               
      Transfers from other Funds and Guaranteed Interest                                                   
         Account (Note 1) ..................................     55,819,439       19,687,669               
                                                              -------------    -------------               

         Total .............................................    193,352,109      115,369,036               
                                                              -------------    -------------               
      Benefit & other policy transaction ...................      1,577,365          198,356               
   Withdrawals and Transfers:                                                                              
      Withdrawal and administrative charges ................        618,083          514,843               
      Transfers to other Funds and Guaranteed Interest Rate                                                
         Account (Note 1) ..................................    144,167,408       87,121,388               
                                                              -------------    -------------               

         Total .............................................    146,362,856       87,834,587               
                                                              -------------    -------------               

   Net increase in net assets from Contract Owner                                                          
       transactions ........................................     46,989,253       27,534,449               
                                                              -------------    -------------               

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE                                               
   IN SEPARATE ACCOUNT 45 (NOTE 5) .........................        (46,770)         (17,582)              
                                                              -------------    -------------               
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                     
   CONTRACT OWNERS .........................................     49,061,571       28,161,936               
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                            
   CONTRACT OWNERS .........................................     32,296,790        4,134,854               
                                                              -------------    -------------               

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                  
   CONTRACT OWNERS .........................................  $  81,358,361    $  32,296,790               
                                                              =============    =============               


                                                                          FIXED INCOME SERIES:             
                                                              -------------------------------------------- 
                                                                                                ALLIANCE   
                                                                 ALLIANCE INTERMEDIATE         HIGH YIELD  
                                                               GOVERNMENT SECURITIES FUND        FUND(A)   
                                                              ----------------------------    ------------ 
                                                                  1997             1996            1997    
                                                              ------------    ------------    ------------ 

INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
                                                                                                           
   Net investment income ...................................  $    303,709    $    138,808    $    601,148 
   Net realized gain (loss) ................................        12,754         (21,067)        783,323 
   Change in unrealized appreciation /(depreciation)                                                       
      of investments .......................................        58,654         (41,524)       (786,186)
                                                              ------------    ------------    ------------ 

   Net increase in net assets from operations ..............       375,117          76,217         598,285 
                                                              ------------    ------------    ------------ 
FROM CONTRACT OWNERS TRANSACTIONS:                                                                         
   Contributions and Transfers:                                                                            
      Contributions ........................................     5,416,131       1,798,660      13,779,925 
      Transfers from other Funds and Guaranteed Interest                                                   
         Account (Note 1) ..................................     3,270,944       8,533,013      22,095,921 
                                                              ------------    ------------    ------------ 

         Total .............................................     8,687,075      10,331,673      35,875,846 
                                                              ------------    ------------    ------------ 
      Benefit & other policy transaction ...................       189,517          15,968         161,257 
   Withdrawals and Transfers:                                                                              
      Withdrawal and administrative charges ................       128,377          77,637          45,545 
      Transfers to other Funds and Guaranteed Interest Rate                                                
         Account (Note 1) ..................................     1,145,902       8,982,626      17,780,088 
                                                              ------------    ------------    ------------ 

         Total .............................................     1,463,796       9,076,231      17,986,890 
                                                              ------------    ------------    ------------ 

   Net increase in net assets from Contract Owner                                                          
       transactions ........................................     7,223,279       1,255,442      17,888,956 
                                                              ------------    ------------    ------------ 

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE                                               
   IN SEPARATE ACCOUNT NO. 45 (NOTE 5) .....................       (12,130)         (6,709)         (5,902)
                                                              ------------    ------------    ------------ 
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                     
   CONTRACT OWNERS .........................................     7,586,266       1,324,950      18,481,339 
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                            
   CONTRACT OWNERS .........................................     3,475,984       2,151,034              -- 
                                                              ------------    ------------    ------------ 

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                  
   CONTRACT OWNERS .........................................  $ 11,062,250    $  3,475,984    $ 18,481,339 
                                                              ============    ============    ============ 

-------------------------                                                       
(a) Commenced operations on May 1, 1997.                                        

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                          EQUITY SERIES:                                    
                                                                 ------------------------------                             

                                                                   T. ROWE         EQ/PUTNAM                                
                                                                 PRICE EQUITY       GROWTH &                                
                                                                    INCOME        INCOME VALUE                              
                                                                    FUND(A)         FUND(A)                                 
                                                                 --------------  --------------                             
                                                                      1997            1997                                  
                                                                 --------------  --------------                             

INCREASE (DECREASE) IN NET ASSETS:                                                                                          
FROM OPERATIONS:                                                                                                            
                                                                                                                            
   Net investment income (loss) ...............................  $     78,818    $     21,273                               
   Net realized gain (loss) ...................................        54,535          54,646                               
   Change in unrealized appreciation / (depreciation)                                                                       
      of investments ..........................................       980,406         191,128                               
                                                                 ------------    ------------                               

   Net increase in net assets from operations .................     1,113,759         267,047                               
                                                                 ------------    ------------                               
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                          
   Contributions and Transfers:                                                                                             
      Contributions ...........................................    13,813,772      10,975,199                               
      Transfers from other Funds and Guaranteed                                                                             
         Interest Account (Note 1) ............................     4,356,204       3,217,543                               
                                                                 ------------    ------------                               

         Total ................................................    18,169,976      14,192,742                               
                                                                 ------------    ------------                               
      Benefit & other policy transaction ......................        86,052          58,925                               
   Withdrawals and Transfers:                                                                                               
      Withdrawal and administrative charges ...................        40,797          32,578                               
      Transfers to other Funds and Guaranteed Interest                                                                      
         Rate Account (Note 1) ................................       183,349         180,506                               
                                                                 ------------    ------------                               
         Total ................................................       310,198         272,009                               
                                                                 ------------    ------------                               

   Net increase in net assets from Contract Owner                                                                           
      transactions ............................................    17,859,778      13,920,733                               
                                                                 ------------    ------------                               

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                             
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................        (5,022)         (2,360)                              
                                                                 ------------    ------------                               
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                      
   CONTRACT OWNERS ............................................    18,968,515      14,185,420                               
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                             
   CONTRACT OWNERS ............................................            --              --                               
                                                                 ------------    ------------                               

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                   
   CONTRACT OWNERS ............................................  $ 18,968,515    $ 14,185,420                               
                                                                 ============    ============                               


                                                                                       EQUITY SERIES:                       
                                                                 -----------------------------------------------------------

                                                                                                ALLIANCE                    
                                                                           ALLIANCE              EQUITY       MERRILL LYNCH 
                                                                        GROWTH & INCOME           INDEX        BASIC VALUE  
                                                                             FUND                FUND(A)     EQUITY FUND(A) 
                                                                 ---------------------------   ----------    ---------------
                                                                      1997          1996          1997            1997      
                                                                 ------------   ------------   ----------    ---------------

INCREASE (DECREASE) IN NET ASSETS:                                                                                          
FROM OPERATIONS:                                                                                                            
                                                                                                                            
   Net investment income (loss) ...............................  $    (95,244)   $     64,283    $    187    $     20,510   
   Net realized gain (loss) ...................................     6,014,564         693,777       1,392          47,779   
   Change in unrealized appreciation / (depreciation)                                                                       
      of investments ..........................................     4,852,142         698,407       4,722         (64,333)  
                                                                 ------------    ------------    --------    ------------   

   Net increase in net assets from operations .................    10,771,462       1,456,467       6,301           3,956   
                                                                 ------------    ------------    --------    ------------   
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                          
   Contributions and Transfers:                                                                                             
      Contributions ...........................................    58,696,016       6,251,620      77,031       8,075,199   
      Transfers from other Funds and Guaranteed                                                                             
         Interest Account (Note 1) ............................    16,269,895       6,040,990      15,328       1,941,071   
                                                                 ------------    ------------    --------    ------------   

         Total ................................................    74,965,911      12,292,610      92,359      10,016,270   
                                                                 ------------    ------------    --------    ------------   
      Benefit & other policy transaction ......................     1,455,357         130,199          --           9,691   
   Withdrawals and Transfers:                                                                                               
      Withdrawal and administrative charges ...................       425,279          31,991          --          17,792   
      Transfers to other Funds and Guaranteed Interest                                                                      
         Rate Account (Note 1) ................................     4,907,606         342,494          --         137,464   
                                                                 ------------    ------------    --------    ------------   
         Total ................................................     6,788,242         504,684          --         164,947   
                                                                 ------------    ------------    --------    ------------   

   Net increase in net assets from Contract Owner                                                                           
      transactions ............................................    68,177,669      11,787,926      92,359       9,851,323   
                                                                 ------------    ------------    --------    ------------   

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                             
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................       (94,285)        (27,565)     (1,142            (839)  
                                                                 ------------    ------------    --------    ------------   
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                      
   CONTRACT OWNERS ............................................    78,854,846      13,216,828      97,518       9,854,440   
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                             
   CONTRACT OWNERS ............................................    15,025,928       1,809,100          --              --   
                                                                 ------------    ------------    --------    ------------   

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                   
   CONTRACT OWNERS ............................................  $ 93,880,774    $ 15,025,928    $ 97,518    $  9,854,440   
                                                                 ============    ============    ========    ============   

-------------------------                                                       
(a)  Commenced operations on  May 1, 1997.                                      

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                              EQUITY SERIES (CONTINUED):                     
                                                                  ------------------------------------------------           
                                                                                                      MFS                    
                                                                             ALLIANCE              RESEARCH                  
                                                                        COMMON STOCK FUND           FUND(A)                  
                                                                  ----------------------------    ------------               
                                                                      1997            1996              1997                 
                                                                  ------------    ------------    ------------               

INCREASE (DECREASE) IN NET ASSETS:                                                                                           
FROM OPERATIONS:                                                                                                             
                                                                                                                             
   Net investment income (loss) ...............................  $  (1,209,624)   $    (42,865)   $    (15,339)              
   Net realized gain (loss) ...................................     27,433,324       6,011,054         101,923               
   Change in unrealized appreciation / (depreciation)                                                                        
      of investments ..........................................     22,094,993       1,504,011          37,510               
                                                                 -------------    ------------    ------------               

   Net increase (decrease) in net assets from operations ......     48,318,693       7,472,200         124,094               
                                                                 -------------    ------------    ------------               
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                           
   Contributions and Transfers:                                                                                              
      Contributions ...........................................    175,880,351      36,558,323       9,502,168               
      Transfers from other Funds and Guaranteed                                                                              
         Interest Account (Note 1) ............................     61,077,537      34,378,499       2,602,553               
                                                                 -------------    ------------    ------------               

         Total ................................................    236,957,888      70,936,822      12,104,721               
                                                                 -------------    ------------    ------------               
      Benefit & other policy transaction ......................      4,271,079         427,323          28,630               
   Withdrawals and Transfers:                                                                                                
      Withdrawal and administrative charges ...................      1,459,175         290,642          23,738               
      Transfers to other Funds and Guaranteed Interest                                                                       
         Rate Account (Note 1) ................................     35,438,036       8,933,676         209,610               
                                                                 -------------    ------------    ------------               
         Total ................................................     41,168,290       9,651,641         261,978               
                                                                 -------------    ------------    ------------               

   Net increase in net assets from Contract Owner                                                                            
      transactions ............................................    195,789,598      61,285,181      11,842,743               
                                                                 -------------    ------------    ------------               

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                              
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................       (305,436)        (85,006)         (2,051)              
                                                                 -------------    ------------    ------------               
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                       
   CONTRACT OWNERS ............................................    243,802,855      68,672,375      11,964,786               
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                              
   CONTRACT OWNERS ............................................     75,506,795       6,834,420              --               
                                                                 -------------    ------------    ------------               

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                    
   CONTRACT OWNERS ............................................  $ 319,309,650    $ 75,506,795    $ 11,964,786               
                                                                 =============    ============    ============               


                                                                                   EQUITY SERIES (CONTINUED):                
                                                                 ------------------------------------------------------------

                                                                           ALLIANCE                         ALLIANCE         
                                                                         GLOBAL FUND                  INTERNATIONAL FUND     
                                                                 ----------------------------    ----------------------------
                                                                      1997           1996            1997             1996   
                                                                 ------------    ------------    ------------    ------------

INCREASE (DECREASE) IN NET ASSETS:                                                                                           
FROM OPERATIONS:                                                                                                             
                                                                                                                             
   Net investment income (loss) ...............................  $    328,372    $     88,313    $    288,466    $    53,333 
   Net realized gain (loss) ...................................     2,837,865         543,216       1,093,826        234,294 
   Change in unrealized appreciation / (depreciation)                                                                        
      of investments ..........................................      (443,882)        184,372      (2,169,239)        16,354 
                                                                 ------------    ------------    ------------    ----------- 

   Net increase (decrease) in net assets from operations ......     2,722,355         815,901        (786,947)       303,981 
                                                                 ------------    ------------    ------------    ----------- 
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                           
   Contributions and Transfers:                                                                                              
      Contributions ...........................................    20,384,580       9,199,245       9,574,522      3,782,377 
      Transfers from other Funds and Guaranteed                                                                              
         Interest Account (Note 1) ............................     7,792,945       6,255,073      18,180,472      5,791,839 
                                                                 ------------    ------------    ------------    ----------- 

         Total ................................................    28,177,525      15,454,318      27,754,994      9,574,216 
                                                                 ------------    ------------    ------------    ----------- 
      Benefit & other policy transaction ......................       621,118          70,774         341,327         38,451 
   Withdrawals and Transfers:                                                                                                
   Withdrawal and administrative charges ......................       155,169          36,757          97,083         75,353 
      Transfers to other Funds and Guaranteed Interest                                                                       
         Rate Account (Note 1) ................................     6,961,429       1,836,433      18,593,662      1,979,003 
                                                                 ------------    ------------    ------------    ----------- 
         Total ................................................     7,737,716       1,943,964      19,032,072      2,092,807 
                                                                 ------------    ------------    ------------    ----------- 

   Net increase in net assets from Contract Owner                                                                            
      transactions ............................................    20,439,809      13,510,354       8,722,922      7,481,409 
                                                                 ------------    ------------    ------------    ----------- 

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                              
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................       (28,799)        (18,054)        (36,637)       (11,874)
                                                                 ------------    ------------    ------------    ----------- 
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                       
   CONTRACT OWNERS ............................................    23,133,365      14,308,201       7,899,338      7,773,516 
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                              
   CONTRACT OWNERS ............................................    15,376,304       1,068,103       8,584,004        810,488 
                                                                 ------------    ------------    ------------    ----------- 

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                    
   CONTRACT OWNERS ............................................  $ 38,509,669    $ 15,376,304    $ 16,483,342    $ 8,584,004 
                                                                 ============    ============    ============    =========== 

-------------------------                                                       
(a)  Commenced operations on May 1, 1997.                                       

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                                     EQUITY SERIES (CONTINUED):                  
                                                                 ----------------------------------------------------------------
                                                                    T. ROWE         MORGAN                                       
                                                                     PRICE          STANLEY                                      
                                                                     INTER-        EMERGING                                      
                                                                    NATIONAL       MARKETS                 ALLIANCE              
                                                                     STOCK         EQUITY               AGGRESSIVE STOCK         
                                                                     FUND(A)       FUND(B)                   FUND                
                                                                 -------------   -----------   --------------------------------  
                                                                      1997           1997            1997            1996        
                                                                 -------------   -----------   --------------   ---------------  

INCREASE (DECREASE) IN NET ASSETS:                                                                                               
FROM OPERATIONS:                                                                                                                 
                                                                                                                                 
   Net investment income ......................................  $    (45,798)   $     1,234    $    (880,189)   $   (121,400)   
   Net realized gain (loss) ...................................       (53,503)       (26,406)       9,879,526       4,080,335    
   Change in unrealized appreciation / (depreciation)                                                                            
      of investments ..........................................      (576,978)      (238,282)      (1,686,216)     (1,995,216)   
                                                                 ------------    -----------    -------------    ------------    

   Net increase (decrease) in net assets from operations ......      (676,279)      (263,454)       7,313,121       1,963,719    
                                                                 ------------    -----------    -------------    ------------    
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                               
   Contributions and Transfers:                                                                                                  
      Contributions ...........................................     9,658,570      1,617,148       66,019,813      22,776,845    
      Transfers from other Funds and Guaranteed                                                                                  
         Interest Account (Note 1) ............................     5,113,170        889,247       17,726,363      20,452,746    
                                                                 ------------    -----------    -------------    ------------    

         Total ................................................    14,771,740      2,506,395       83,746,176      43,229,591    
                                                                 ------------    -----------    -------------    ------------    
      Benefit & other policy transaction ......................        37,224             --        1,854,804         245,070    
   Withdrawals and Transfers:                                                                                                    
      Withdrawal and administrative charges ...................        22,024            394          482,491          90,356    
      Transfers to other Funds and Guaranteed                                                                                    
         Interest Rate Account (Note 1) .......................     1,416,476          2,488       11,669,668       7,099,325    
                                                                 ------------    -----------    -------------    ------------    

         Total ................................................     1,475,724          2,882       14,006,963       7,434,751    
                                                                 ------------    -----------    -------------    ------------    

   Net increase in net assets from Contract Owner                                                                                
      transactions ............................................    13,296,016      2,503,513       69,739,213      35,794,840    
                                                                 ------------    -----------    -------------    ------------    

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                                  
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................        (3,030)          (966)        (111,908)        (33,503)   
                                                                 ------------    -----------    -------------    ------------    
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                           
   CONTRACT OWNERS ............................................    12,616,707      2,239,093       76,940,426      37,725,056    
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                                  
   CONTRACT OWNERS ............................................            --             --       40,887,252       3,162,196    
                                                                 ------------    -----------    -------------    ------------    
NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                        
   CONTRACT OWNERS ............................................  $ 12,616,707    $ 2,239,093    $ 117,827,678    $ 40,887,252    
                                                                 ============    ===========    =============    ============    


                                                                             EQUITY SERIES (CONTINUED):                          
                                                                 ------------------------------------------------                

                                                                       WARBURG                          MFS                      
                                                                    PINCUS SMALL     ALLIANCE        EMERGING                    
                                                                      COMPANY       SMALL  CAP        GROWTH                     
                                                                       VALUE          GROWTH         COMPANIES                   
                                                                      FUND(A)         FUND(A)         FUND(A)                    
                                                                  ------------   -------------   ----------------                
                                                                       1997           1997            1997                       
                                                                  ------------   -------------   ----------------                

INCREASE (DECREASE) IN NET ASSETS:                                                                                               
FROM OPERATIONS:                                                                                                                 
                                                                                                                                 
   Net investment income ......................................  $    (64,437)   $    (49,856)   $    (15,821)                   
   Net realized gain (loss) ...................................       338,068         440,546         327,209                    
   Change in unrealized appreciation / (depreciation)                                                                            
      of investments ..........................................      (300,436)       (344,436)       (259,194)                   
                                                                 ------------    ------------    ------------                    

   Net increase (decrease) in net assets from operations ......       (26,805)         46,254          52,194                    
                                                                 ------------    ------------    ------------                    
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                               
   Contributions and Transfers:                                                                                                  
      Contributions ...........................................    17,791,841      12,116,331       9,607,211                    
      Transfers from other Funds and Guaranteed                                                                                  
         Interest Account (Note 1) ............................    11,695,862       5,602,864       3,864,604                    
                                                                 ------------    ------------    ------------                    

         Total ................................................    29,487,703      17,719,195      13,471,815                    
                                                                 ------------    ------------    ------------                    
      Benefit & other policy transaction ......................       134,692          20,842          45,537                    
   Withdrawals and Transfers:                                                                                                    
   Withdrawal and administrative charges ......................        23,284           8,570          14,345                    
      Transfers to other Funds and Guaranteed                                                                                    
         Interest Rate Account (Note 1) .......................     4,520,417       1,504,600       1,527,808                    
                                                                 ------------    ------------    ------------                    

         Total ................................................     4,678,393       1,534,012       1,587,690                    
                                                                 ------------    ------------    ------------                    

   Net increase in net assets from Contract Owner                                                                                
      transactions ............................................    24,809,310      16,185,183      11,884,125                    
                                                                 ------------    ------------    ------------                    

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                                  
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................       (10,579)         (3,378)         (1,959)                   
                                                                 ------------    ------------    ------------                    
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                           
   CONTRACT OWNERS ............................................    24,771,926      16,228,059      11,934,360                    
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                                  
   CONTRACT OWNERS ............................................            --              --              --                    
                                                                 ------------    ------------    ------------                    
NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                        
   CONTRACT OWNERS ............................................  $ 24,771,926    $ 16,228,059    $ 11,934,360                    
                                                                 ============    ============    ============                    

-------------------------                                                       
(a)  Commenced operations on May 1, 1997.                                       
(b)  Commenced operations on November 20, 1997.                                 

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS (CONCLUDED)                                 
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                      ASSET ALLOCATION SERIES:            
                                                           -------------------------------------------    
                                                                         ALLIANCE          EQ/PUTNAM      
                                                                       CONSERVATIVE        BALANCED       
                                                                      INVESTORS FUND        FUND(A)       
                                                           ---------------------------    -----------    -
                                                                1997            1996          1997        
                                                           ------------    -----------    -----------     

INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
                                                                                                          
   Net investment income ................................  $    481,754    $   193,429    $    51,548     
   Net realized gain (loss) .............................       687,695        154,966         45,528     
   Change in unrealized appreciation / (depreciation)                                                     
      of investments ....................................       478,094        (12,221)        73,582     
                                                            -----------    -----------    -----------     

   Net increase (decrease) in net assets from  operations     1,647,543        336,174        170,658     
                                                           ------------    -----------    -----------     
FROM CONTRACT OWNERS TRANSACTIONS:                                                                        
   Contributions and Transfers:                                                                           
      Contributions .....................................    10,862,780      3,977,495      4,294,496     
      Transfers from other Funds and Guaranteed                                                           
         Interest Account (Note 1) ......................     3,151,066      2,837,790      1,721,220     
                                                           ------------    -----------    -----------     

         Total ..........................................    14,013,846      6,815,285      6,015,716     
                                                           ------------    -----------    -----------     
      Benefit & other policy transaction ................       567,547         60,271         17,533     
   Withdrawals and Transfers:                                                                             
      Withdrawal and administrative charges .............       138,461        100,314         15,293     
      Transfers to other Funds and Guaranteed                                                             
         Interest Rate Account (Note 1) .................     1,428,179        814,338        120,099     
                                                           ------------    -----------    -----------     
         Total ..........................................     2,134,187        974,923        152,925     
                                                           ------------    -----------    -----------     

   Net increase in net assets from Contract Owner                                                         
      transactions ......................................    11,879,659      5,840,362      5,862,791     
                                                           ------------    -----------    -----------     
NET DECREASE (INCREASE) IN AMOUNT RETAINED BY                                                             
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5) ...       (57,026)       (12,633)          (483)    
                                                           ------------    -----------    -----------     
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                    
   CONTRACT OWNERS ......................................    13,470,176      6,163,903      6,032,966     
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                           
   CONTRACT OWNERS ......................................     7,858,282      1,694,379             --     
                                                           ------------    -----------    -----------     

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                 
   CONTRACT OWNERS ......................................  $ 21,328,458    $ 7,858,282    $ 6,032,966     
                                                           ============    ===========    ===========     


                                                                       ASSET ALLOCATION SERIES:           
                                                           ---------------------------------------------- 
                                                                         ALLIANCE           MERRILL LYNCH 
                                                                          GROWTH           WORLD STRATEGY 
                                                                      INVESTORS FUND           FUND(A)    
                                                           ----------------------------    -------------- 
                                                                1997           1996            1997       
                                                           ------------    ------------    ------------   

INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
                                                                                                          
   Net investment income ................................  $    736,541    $    218,025    $     2,974    
   Net realized gain (loss) .............................     3,620,598       1,601,901         24,219    
   Change in unrealized appreciation / (depreciation)                                                     
      of investments ....................................     1,844,488        (197,988)      (129,123)   
                                                           ------------    ------------    -----------    

   Net increase (decrease) in net assets from  operations     6,201,627       1,621,938       (101,930)   
                                                           ------------    ------------    -----------    
FROM CONTRACT OWNERS TRANSACTIONS:                                                                        
   Contributions and Transfers:                                                                           
      Contributions .....................................    32,084,069      11,004,121      2,043,811    
      Transfers from other Funds and Guaranteed                                                           
         Interest Account (Note 1) ......................     7,981,423       9,331,901        561,601    
                                                           ------------    ------------    -----------    

         Total ..........................................    40,065,492      20,336,022      2,605,412    
                                                           ------------    ------------    -----------    
      Benefit & other policy transaction ................     1,014,211         206,468          3,514    
   Withdrawals and Transfers:                                                                             
      Withdrawal and administrative charges .............       421,582         228,021          2,597    
      Transfers to other Funds and Guaranteed                                                             
         Interest Rate Account (Note 1) .................     2,744,848       1,177,040         84,455    
                                                           ------------    ------------    -----------    
         Total ..........................................     4,180,641       1,611,529         90,566    
                                                           ------------    ------------    -----------    

   Net increase in net assets from Contract Owner                                                         
      transactions ......................................    35,884,851      18,724,493      2,514,846    
                                                           ------------    ------------    -----------    
NET DECREASE (INCREASE) IN AMOUNT RETAINED BY                                                             
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5) ...      (111,839)        (32,214)          (121)   
                                                           ------------    ------------    -----------    
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                    
   CONTRACT OWNERS ......................................    41,974,639      20,314,217      2,412,795    
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                           
   CONTRACT OWNERS ......................................    24,008,395       3,694,178             --    
                                                           ------------    ------------    -----------    

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                 
   CONTRACT OWNERS ......................................  $ 65,983,034    $ 24,008,395    $ 2,412,795    
                                                           ============    ============    ===========    

-------------------------                                                       
(a)  Commenced operations on May 1, 1997.                                       

See Notes to Financial Statements.                                              

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

1.    General                                                                   

      The Equitable Life Assurance Society of the United States (Equitable Life)
      Separate  Account No. 45 (the  Account) is organized as a unit  investment
      trust, a type of investment company, and is registered with the Securities
      and Exchange  Commission  under the  Investment  Company Act of 1940 ("the
      1940 Act"). The Account consists of 22 investment funds (Funds):  Alliance
      Money Market  Fund,  Alliance  Intermediate  Government  Securities  Fund,
      Alliance  High Yield Fund,  T. Rowe Price Equity  Income  Fund,  EQ/Putnam
      Growth & Income Value Fund, Alliance Growth & Income Fund, Alliance Equity
      Index Fund,  Merrill Lynch Basic Value Equity Fund,  Alliance Common Stock
      Fund,  MFS Research Fund,  Alliance  Global Fund,  Alliance  International
      Fund, T. Rowe Price  International  Stock Fund,  Morgan  Stanley  Emerging
      Markets Equity Fund,  Alliance Aggressive Stock Fund, Warburg Pincus Small
      Company Value Fund,  Alliance Small Cap Growth Fund,  MFS Emerging  Growth
      Companies Fund, Alliance  Conservative  Investors Fund, EQ/Putnam Balanced
      Fund,  Alliance  Growth  Investors  Fund and Merrill Lynch World  Strategy
      Fund.  The assets in each Fund are  invested in shares of a  corresponding
      portfolio  (Portfolio)  of a mutual  fund,  Class IA and IB  shares of The
      Hudson  River Trust (HRT) or Class IB shares of EQ Advisors  Trust  (EQAT)
      (collectively  known as the  Trusts).  Class IB shares are  offered by the
      Funds at net asset  value and are  subject to  distribution  fees  imposed
      under a  distribution  plan adopted  pursuant to Rule 12b-1 under the 1940
      Act. Class IA shares of HRT continue to be purchased by contracts in-force
      prior to May 1,  1997.  The Trusts are  open-end,  diversified  management
      investment  companies  that  sell  its  shares  to  separate  accounts  of
   insurance companies. Each Portfolio has separate investment objectives.

      The Account is used to fund benefits for the Income Manager Accumulator, a
      non-qualified  deferred variable annuity, which combines the Portfolios in
      the Account with  guaranteed  fixed rate options,  and the Income  Manager
      Rollover IRA, which offers the same investment  options as the Accumulator
      for the qualified market. The Income Manager Accumulator is also available
      for  purchase by certain  types of  qualified  plans.  The Income  Manager
      Accumulator and the Income Manager Rollover IRA,  collectively referred to
      as the Contracts, are offered under group and individual variable deferred
annuity forms.                                                      

      All Contracts are issued by Equitable  Life. The assets of the Account are
      the  property of Equitable  Life.  However,  the portion of the  Account's
      assets   attributable  to  the  Contracts  will  not  be  chargeable  with
     liabilities arising out of any other business Equitable Life may conduct.

      Contract owners may allocate amounts in their  individual  accounts to the
      Funds  of the  Account,  and/or  to the  guaranteed  interest  account  of
      Equitable Life's General Account,  and/or to other Separate Accounts.  The
      net assets of any Fund of the Account  may not be less than the  aggregate
      of the contract owners' accounts allocated to that Fund. Additional assets
      are set aside in  Equitable  Life's  General  Account to provide for other
policy benefits, as required under the state insurance law.         

2.    Significant Accounting Policies                                           

      The  accompanying  financial  statements  are prepared in conformity  with
      generally  accepted  accounting  principles  (GAAP).  The  preparation  of
      financial  statements in conformity with GAAP requires  management to make
      estimates and assumptions  that affect the reported  amounts of assets and
      liabilities  and  disclosure of contingent  assets and  liabilities at the
      date of the financial  statements and the reported amounts of revenues and
      expenses  during the reporting  period.  Actual  results could differ from
those estimates.                                                    

      Investments  are made in shares  of the  Trust  and are  valued at the net
      asset values per share of the respective  Portfolios.  The net asset value
      is  determined  by the  Trust  using  the  market  or  fair  value  of the
underlying assets of the Portfolio less liabilities.                

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

      No  Federal  income  tax based on net income or  realized  and  unrealized
      capital gains is currently  applicable to Contracts  participating  in the
      Account by reason of applicable  provisions  of the Internal  Revenue Code
      and no Federal  income tax payable by Equitable Life is expected to affect
      the unit value of Contracts participating in the Account.  Accordingly, no
provision for income taxes is required.                             

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

3.    Asset Charges                                                             

      Charges  are made  directly  against the net assets of the Account and are
      reflected  daily in the  computation  of the unit values of the Contracts.
      Under the  Contracts,  Equitable  Life charges for  mortality  and expense
      risks at an annual rate of 0.90% of daily net assets.  In addition,  asset
      based administrative  charges are also charged to the account at an annual
      rate of 0.25% of daily net  assets.  The  charges  may be  retained in the
      Account by Equitable Life and participate in the net investment results of
      the  Trusts.  The  aggregate  of  these  charges  may not  exceed  a total
      effective  annual  rate of 1.15% of daily net  assets.  Trust  shares  are
      valued at their net asset value with  investment  advisory  or  management
      fees, the 12b-1 fee, and other expenses of the Trust, in effect, passed on
      to the  Account  and  reflected  in the  accumulation  unit  values of the
Contracts.                                                          

4.    Contributions, Transfers and Charges:                                     

      Net  accumulation  units issued and redeemed during the periods  indicated
were:                                                                           

                                                        [Enlarge/Download Table]

                                                                        DECEMBER 31,          DECEMBER 31,    
                                                                            1997                  1996        
                                                                      ------------------   -------------------
ALLIANCE MONEY MARKET FUND                                                        (IN THOUSANDS)              
------------------------------------------                                                                    
                                                                                                              
 Class A        Net Issued...........................................           --               1,128        
                Net Redeemed.........................................        (374)                  --        
 Class B        Net Issued...........................................        1,972                  --        

ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES FUND                                                              
------------------------------------------------                                                              
 Class A        Net Issued...........................................          161                  92        
 Class B        Net Issued...........................................          345                  --        

ALLIANCE HIGH YIELD FUND                                                                                      
------------------------------------                                                                          
 Class A        Net Issued...........................................           98                  --        
 Class B        Net Issued...........................................          505                  --        

T. ROWE PRICE EQUITY INCOME FUND (A)                                                                          
------------------------------------------------                                                              
 Class B        Net Issued...........................................        1,565                  --        

EQ/PUTNAM GROWTH & INCOME VALUE FUND (A)                                                                      
------------------------------------------------                                                              
 Class B        Net Issued...........................................        1,230                  --        

ALLIANCE GROWTH & INCOME FUND                                                                                 
----------------------------------------------                                                                
 Class A        Net Issued...........................................        2,377                 905        
 Class B        Net Issued...........................................        1,829                  --        

-----------------------                     
(a) Commenced Operations on May 1, 1997.    

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SEPARATE ACCOUNT NO. 45                                                         

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

4.    Contributions, Transfers and Charges (Continued):                         

      Net  accumulation  units issued and redeemed during the periods  indicated
were:                                                               

                                                        [Enlarge/Download Table]

                                                                     DECEMBER 31,         DECEMBER 31,     
                                                                         1997                 1996         
                                                                  -----------------------------------------
ALLIANCE EQUITY INDEX FUND (A)                                               (IN THOUSANDS)                
                                                                                                           
  Class B        Net Issued............................................              5                  -- 

 MERRILL LYNCH BASIC VALUE EQUITY FUND (A)                                                                 
 -----------------------------------------                                                                 
  Class B        Net Issued............................................            849                  -- 

 ALLIANCE COMMON STOCK FUND                                                                                
 --------------------------                                                                                
  Class A        Net Issued............................................            620                 439 
  Class B        Net Issued............................................            519                  -- 

 MFS RESEARCH FUND (A)                                                                                     
 ---------------------                                                                                     
  Class B        Net Issued............................................          1,039                  -- 

 ALLIANCE GLOBAL  FUND                                                                                     
 ---------------------                                                                                     
  Class A        Net Issued............................................             444                561 
  Class B        Net Issued............................................             308                 -- 

 ALLIANCE INTERNATIONAL FUND                                                                               
 ---------------------------                                                                               
  Class A        Net Issued............................................             438                643 
  Class B        Net Issued............................................             285                 -- 

 T. ROWE PRICE INTERNATIONAL STOCK FUND (A)                                                                
 ------------------------------------------                                                                
  Class B        Net Issued............................................          1,291                  -- 

 MORGAN STANLEY EMERGING MARKETS EQUITY FUND (B)                                                           
 -----------------------------------------------                                                           
  Class B        Net Issued............................................            282                  -- 

-----------------------                     
(a) Commenced Operations on May 1, 1997.    
(b) Commenced Operations on August 20, 1997.

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SEPARATE ACCOUNT NO. 45.                                                        

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

4.    Contributions, Transfers and Charges (Concluded):                         

     Accumulation units issued and redeemed during the periods indicated were:

                                                        [Enlarge/Download Table]

                                                                  DECEMBER 31,        DECEMBER 31,  
                                                                     1997                 1996      
                                                                -----------------   ----------------
ALLIANCE AGGRESSIVE STOCK FUND                                             (IN THOUSANDS)           
------------------------------                                                                      
                                                                                                    
 Class A        Net Issued.......................................             641                562
 Class B        Net Issued.......................................             369                 --

WARBURG PINCUS SMALL COMPANY VALUE FUND (A)                                                         
-------------------------------------------                                                         
 Class B        Net Issued.......................................           2,096                 --

ALLIANCE SMALL CAP GROWTH FUND                                                                      
------------------------------                                                                      
 Class A        Net Issued.......................................             208                 --
 Class B        Net Issued.......................................           1,084                 --

MFS EMERGING GROWTH COMPANIES FUND (A)                                                              
--------------------------------------                                                              
 Class B        Net Issued.......................................             982                 --

ALLIANCE CONSERVATIVE INVESTORS FUND                                                                
------------------------------------                                                                
 Class A        Net Issued.......................................             356                354
 Class B        Net Issued.......................................             295                 --

EQ/PUTNAM BALANCED FUND (A)                                                                         
---------------------------                                                                         
 Class B        Net Issued.......................................             531                 --

ALLIANCE GROWTH INVESTORS FUND                                                                      
------------------------------                                                                      
 Class A        Net Issued.......................................             681                758
 Class B        Net Issued.......................................             581                 --

MERRILL LYNCH WORLD STRATEGY FUND (A)                                                               
------------------------------------                                                                
 Class B        Net Issued.......................................             232                 --

-----------------------                     
(a) Commenced Operations on May 1, 1997.    

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

5.    Amounts retained by Equitable Life in Separate Account No. 45             

      The amount  retained by Equitable Life in the Account  arises  principally
      from (1)  contributions  from  Equitable  Life,  (2) mortality and expense
      charges and asset based administrative charges accumulated in the account,
      and (3) that portion,  determined  ratably,  of the  Account's  investment
      results  applicable  to those  assets in the  Account in excess of the net
      assets for the  Contracts.  Amounts  retained  by  Equitable  Life are not
      subject  to  charges  for  mortality  and  expense  risks and asset  based
administrative expenses.                                            

      Amounts  retained by Equitable  Life in the Account may be  transferred at
any time by Equitable Life to its General Account.                  

      The following table shows the  contributions  (withdrawals) in net amounts
retained by Equitable Life by investment fund:                      

                                                        [Enlarge/Download Table]

                                                                                   YEARS ENDED DECEMBER 31,                 
                                                                ------------------------------------------------------------
                                    INVESTMENT FUND                          1997                           1996            
                                                                ------------------------------  ----------------------------
                                                                                                                            
Alliance Money Market Fund.....................................           $(240,000)                    $(125,000)          

Alliance Intermediate Government Securities Fund...............             (60,000)                      (25,000)          

Alliance High Yield Fund(1)....................................              10,000                            --           

T. Rowe Price Equity Income Fund(1)............................                  --                            --           

EQ/Putnam Growth & Income Value Fund(1)........................                  --                            --           

Alliance Growth & Income Fund..................................            (250,000)                      (60,000)          

Alliance Equity Index Fund.....................................               5,000                            --           

Merrill Lynch Basic Value Equity Fund(1).......................                  --                            --           

Alliance Common Stock Fund.....................................            (840,000)                     (223,000)          

MFS Research Fund(1)...........................................                  --                            --           

Alliance Global Fund...........................................            (185,000)                      (52,000)          

Alliance International Fund....................................            (120,000)                      (35,000)          

T. Rowe Price International Stock Fund(1)......................                  --                            --           

Morgan Stanley Emerging Markets Equity Fund(2).................                  --                            --           

Alliance Aggressive Stock Fund.................................            (435,000)                     (110,000)          

Warburg Pincus Small Company Value Fund(1).....................                  --                            --           

Alliance Small Cap Growth Fund(1)..............................              10,000                            --           

MFS Emerging Growth Companies Fund(1)..........................                  --                            --           

Alliance Conservative Investors Fund...........................             (87,000)                      (45,000)          

EQ/Putnam Balanced Fund(1).....................................                  --                            --           

Alliance Growth Investors Fund.................................            (185,000)                     (105,000)          

Merrill Lynch World Strategy Fund(1)...........................                  --                            --           
                                                                          
----------------------                                              
(1) Commenced operations on May 1, 1997.                            

(2) Commenced operations on November 20, 1997.                      

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SEPARATE ACCOUNT NO. 45                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
DECEMBER 31, 1997                                                               

6.    Accumulation Unit Values                                                  

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                  YEARS ENDED DECEMBER 31,                  
                                                               -------------------------------------------------------------
                                                                            1997                           1996             
ALLIANCE MONEY MARKET FUND                                     -----------------------------     -------------------------- 
--------------------------                                                                                                  
                                                                                                                            
Class A Unit value, beginning of period.......................             $24.81                         $23.83            
Class A Unit value, end of period.............................             $25.85                         $24.81            
Class B Unit value, beginning of period (c)...................             $25.17                             --            
Class B Unit value, end of period (c).........................             $25.85                             --            
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................                928                          1,302            
   Class B....................................................              1,972                             --            

ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES FUND                                                                            
------------------------------------------------                                                                            
Class A Unit value, beginning of period.......................             $13.77                         $13.42            
Class A Unit value, end of period.............................             $14.60                         $13.77            
Class B Unit value, beginning of period (c)...................             $13.88                             --            
Class B Unit value, end of period (c).........................             $14.58                             --            
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................                413                            252            
   Class B....................................................                345                             --            

ALLIANCE HIGH YIELD FUND                                                                                                    
------------------------                                                                                                    
Class A Unit value, beginning of period.......................             $26.95                             --            
Class A Unit value, end of period.............................             $30.73                             --            
Class B Unit value, beginning of period.......................             $26.91                             --            
Class B Unit value, end of period.............................             $30.63                             --            
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................                 98                             --            
   Class B....................................................                505                             --            

T. ROWE PRICE EQUITY INCOME FUND (A)                                                                                        
------------------------------------                                                                                        
Class B Unit value, beginning of period.......................             $10.00                             --            
Class B Unit value, end of period.............................             $12.12                             --            
Number of units outstanding, end of period (000's):                                                                         
   Class B....................................................              1,565                             --            

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(b) Commenced Operations on August 20, 1997.                                    
(c) Units were made available for sale on May 1, 1997.                          

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THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       
SEPARATE ACCOUNT NO. 45                                                         
NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
DECEMBER 31, 1997                                                               
6.    Accumulation Unit Values (Continued):                                     

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                   YEARS ENDED DECEMBER 31,                 
                                                                ------------------------------------------------------------
                                                                            1997                            1996            
EQ/PUTNAM GROWTH & INCOME VALUE FUND (A)                        ------------------------------   ---------------------------
--------------------------------------------------------------                                                              
                                                                                                                            
Class B Unit value, beginning of period.......................             $10.00                           --              
Class B Unit value, end of period.............................             $11.53                           --              
Number of units outstanding, end of period (000's):                                                                         
   Class B....................................................              1,230                           --              

ALLIANCE GROWTH & INCOME FUND                                                                                               
-----------------------------                                                                                               
Class A Unit value, beginning of period.......................             $14.23                       $11.99              
Class A Unit value, end of period.............................             $17.83                       $14.23              
Class B Unit value, beginning of period (c)...................             $14.67                           --              
Class B Unit value, end of period (c).........................             $17.80                           --              
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................              3,433                        1,056              
   Class B....................................................              1,829                           --              

ALLIANCE EQUITY INDEX FUND (A)                                                                                              
------------------------------                                                                                              
Class A Unit value, beginning of period.......................             $17.62                           --              
Class A Unit value, end of period.............................             $21.41                           --              
Class B Unit value, beginning of period.......................             $17.62                           --              
Class B Unit value, end of period.............................             $21.38                           --              
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................                 --                           --              
   Class B....................................................                  5                           --              

MERRILL LYNCH BASIC VALUE EQUITY FUND (A)                                                                                   
-----------------------------------------                                                                                   
Class B Unit value, beginning of period.......................             $10.00                           --              
Class B Unit value, end of period.............................             $11.61                           --              
Number of units outstanding, end of period (000's):                                                                         
   Class B....................................................                849                           --              

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(b) Commenced Operations on August 20, 1997.                                    
(c) Units were made available for sale on May 1, 1997.                          

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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
DECEMBER 31, 1997                                                               
6.    Accumulation Unit Values (Continued):                                     

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                   YEARS ENDED DECEMBER 31,              
                                                                   ------------------------------------------------------
                                                                              1997                        1996           
ALLIANCE COMMON STOCK FUND                                         -------------------------     ------------------------
--------------------------                                                                                               
                                                                                                                         
Class A Unit value, beginning of period...........................          $152.96                     $124.52          
Class A Unit value, end of period.................................          $195.37                     $152.96          
Class B Unit value, beginning of period (c).......................          $153.35                          --          
Class B Unit value, end of period (c).............................          $194.74                          --          
Number of units outstanding, end of period (000's):                                                                      
   Class A........................................................            1,114                         494          
   Class B........................................................              519                          --          

MFS RESEARCH FUND (A)                                                                                                    
---------------------                                                                                                    
Class B Unit value, beginning of period...........................           $10.00                          --          
Class B Unit value, end of period.................................           $11.52                          --          
Number of units outstanding, end of period (000's):                                                                      
   Class B........................................................            1,039                          --          

ALLIANCE GLOBAL FUND                                                                                                     
--------------------                                                                                                     
Class A Unit value, beginning of period...........................           $25.25                      $22.29          
Class A Unit value, end of period.................................           $27.85                      $25.25          
Class B Unit value, beginning of period (c).......................           $24.87                          --          
Class B Unit value, end of period (c).............................           $27.76                          --          
Number of units outstanding, end of period (000's):                                                                      
   Class A........................................................            1,074                         609          
   Class B........................................................              308                          --          

ALLIANCE INTERNATIONAL FUND                                                                                              
---------------------------                                                                                              
Class A Unit value, beginning of period...........................           $11.98                      $11.03          
Class A Unit value, end of period.................................           $11.48                      $11.98          
Class B Unit value, beginning of period (c).......................           $11.86                          --          
Class B Unit value, end of period (c).............................           $11.46                          --          
Number of units outstanding, end of period (000's):                                                                      
   Class A........................................................            1,151                         717          
   Class B........................................................              285                          --          

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(c) Units were made available for sale on May 1, 1997.                          

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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
DECEMBER 31, 1997                                                               
6.    Accumulation Unit Values (Continued):                                     

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                YEARS ENDED DECEMBER 31,             
                                                               ------------------------------------------------------
                                                                           1997                        1996          
T. ROWE PRICE INTERNATIONAL STOCK FUND (A)                     ---------------------------   ------------------------
-----------------------------------------                                                                            
                                                                                                                     
Class B Unit value, beginning of period.......................            $10.00                        --           
Class B Unit value, end of period.............................            $ 9.77                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class B....................................................             1,291                        --           

MORGAN STANLEY EMERGING MARKETS EQUITY FUND (B)                                                                      
-----------------------------------------------                                                                      
Class B Unit value, beginning of period.......................            $10.00                        --           
Class B Unit value, end of period.............................            $ 7.95                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class B....................................................               282                        --           

ALLIANCE AGGRESSIVE STOCK FUND                                                                                       
------------------------------                                                                                       
Class A Unit value, beginning of period.......................            $65.94                    $54.59           
Class A Unit value, end of period.............................            $72.23                    $65.94           
Class B Unit value, beginning of period (c)...................            $62.84                        --           
Class B Unit value, end of period (c).........................            $72.00                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class A....................................................             1,261                       620           
   Class B....................................................               369                        --           

WARBURG PINCUS SMALL COMPANY VALUE FUND (A)                                                                          
-------------------------------------------                                                                          
Class B Unit value, beginning of period.......................            $10.00                        --           
Class B Unit value, end of period.............................            $11.82                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class B....................................................             2,096                        --           

ALLIANCE SMALL CAP GROWTH FUND (A)                                                                                   
----------------------------------                                                                                   
Class A Unit value, beginning of period.......................            $10.00                        --           
Class A Unit value, end of period.............................            $12.57                        --           
Class B Unit value, beginning of period.......................            $10.00                        --           
Class B Unit value, end of period.............................            $12.55                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class A....................................................               208                        --           
   Class B....................................................             1,084                        --           

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(b) Commenced Operations on November 20, 1997.                                  
(c) Units were made available for sale on May 1, 1997.                          

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

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)                                       
DECEMBER 31, 1997                                                               
6.    Accumulation Unit Values (Concluded):                                     

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                 YEARS ENDED DECEMBER 31,              
                                                               --------------------------------------------------------
                                                                           1997                          1996          
MFS EMERGING GROWTH FUND (A)                                   ---------------------------     ------------------------
----------------------------                                                                                           
                                                                                                                       
Class B Unit value, beginning of period.......................           $10.00                          --            
Class B Unit value, end of period.............................           $12.15                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class B....................................................              982                          --            

ALLIANCE CONSERVATIVE INVESTORS FUND                                                                                   
------------------------------------                                                                                   
Class A Unit value, beginning of period.......................           $17.21                      $16.55            
Class A Unit value, end of period.............................           $19.26                      $17.21            
Class B Unit value, beginning of period (c)...................           $17.33                          --            
Class B Unit value, end of period (c).........................           $19.23                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class A....................................................              813                         457            
   Class B....................................................              295                          --            

EQ/PUTMAN BALANCED FUND (A)                                                                                            
---------------------------                                                                                            
Class B Unit value, beginning of period.......................           $10.00                          --            
Class B Unit value, end of period.............................           $11.36                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class B....................................................              531                          --            

ALLIANCE GROWTH INVESTORS FUND                                                                                         
------------------------------                                                                                         
Class A Unit value, beginning of period.......................           $26.26                      $23.59            
Class A Unit value, end of period.............................           $30.31                      $26.26            
Class B Unit value, beginning of period (c)...................           $26.23                          --            
Class B Unit value, end of period (c).........................           $30.22                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class A....................................................            1,596                         914            
   Class B....................................................              581                          --            

MERRILL LYNCH WORLD STRATEGY FUND (A)                                                                                  
-------------------------------------                                                                                  
Class B Unit value, beginning of period.......................           $10.00                          --            
Class B Unit value, end of period.............................           $10.39                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class B....................................................              232                          --            

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(b) Commenced Operations on November 20, 1997.                                  
(c) Units were made available for sale on May 1, 1997.                          

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February 10, 1998                                                               

 Report of Independent Accountants

To the Board of Directors and Shareholders of                                   
The Equitable Life Assurance Society of the United States                       

In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  statements of earnings,  of shareholder's equity and of cash flows
present  fairly,  in  all  material  respects,  the  financial  position  of The
Equitable  Life  Assurance  Society  of the United  States and its  subsidiaries
("Equitable  Life") at  December  31,  1997 and 1996,  and the  results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting  principles.
These  financial   statements  are  the   responsibility   of  Equitable  Life's
management;  our  responsibility  is to express  an  opinion on these  financial
statements  based on our audits.  We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management and evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for the opinion  expressed
above.                                                                          

As discussed in Note 2 to the consolidated financial statements,  Equitable Life
changed its methods of accounting for long-duration participating life insurance
contracts and long-lived assets in 1996 and for loan impairments in 1995.       

/s/ Price Waterhouse, LLP                                                       
---------------------------                                                     
Price Waterhouse LLP                                                    
New York, New York                                                      
February 10, 1998                                                       

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
 CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND 1996

                                                        [Enlarge/Download Table]

                                                                                   1997                 1996       
                                                                             -----------------    -----------------
                                                                                         (In Millions)             
                                                                                                                   
ASSETS                                                                                                             
Investments:                                                                                                       
  Fixed maturities:                                                                                                
    Available for sale, at estimated fair value.............................  $    19,630.9        $    18,077.0   
  Mortgage loans on real estate.............................................        2,611.4              3,133.0   
  Equity real estate........................................................        2,749.2              3,297.5   
  Policy loans..............................................................        2,422.9              2,196.1   
  Other equity investments..................................................          951.5                860.6   
  Investment in and loans to affiliates.....................................          731.1                685.0   
  Other invested assets.....................................................          624.7                 25.4   
                                                                             -----------------    -----------------
      Total investments.....................................................       29,721.7             28,274.6   
Cash and cash equivalents...................................................          300.5                538.8   
Deferred policy acquisition costs...........................................        3,236.6              3,104.9   
Amounts due from discontinued operations....................................          572.8                996.2   
Other assets................................................................        2,685.2              2,552.2   
Closed Block assets.........................................................        8,566.6              8,495.0   
Separate Accounts assets....................................................       36,538.7             29,646.1   
                                                                             -----------------    -----------------

Total Assets................................................................  $    81,622.1        $    73,607.8   
                                                                             =================    =================

LIABILITIES                                                                                                        
Policyholders' account balances.............................................  $    21,579.5        $    21,865.6   
Future policy benefits and other policyholder's liabilities.................        4,553.8              4,416.6   
Short-term and long-term debt...............................................        1,991.2              1,766.9   
Other liabilities...........................................................        3,257.1              2,785.1   
Closed Block liabilities....................................................        9,073.7              9,091.3   
Separate Accounts liabilities...............................................       36,306.3             29,598.3   
                                                                             -----------------    -----------------
      Total liabilities.....................................................       76,761.6             69,523.8   
                                                                             -----------------    -----------------

Commitments and contingencies (Notes 10, 12, 13, 14 and 15)                                                        

SHAREHOLDER'S EQUITY                                                                                               
Common stock, $1.25 par value 2.0 million shares authorized, issued                                                
  and outstanding...........................................................            2.5                  2.5   
Capital in excess of par value..............................................        3,105.8              3,105.8   
Retained earnings...........................................................        1,235.9                798.7   
Net unrealized investment gains.............................................          533.6                189.9   
Minimum pension liability...................................................          (17.3)               (12.9)  
                                                                             -----------------    -----------------
      Total shareholder's equity............................................        4,860.5              4,084.0   
                                                                             -----------------    -----------------

Total Liabilities and Shareholder's Equity..................................  $    81,622.1        $    73,607.8   
                                                                             =================    =================

 See Notes to Consolidated Financial Statements.

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
 CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

                                                        [Enlarge/Download Table]


                                                                     1997               1996               1995       
                                                               -----------------  -----------------  -----------------
                                                                                   (In Millions)                      
                                                                                                                      
REVENUES                                                                                                              
Universal life and investment-type product policy fee                                                                 
  income......................................................  $      950.6       $       874.0      $       788.2   
Premiums......................................................         601.5               597.6              606.8   
Net investment income.........................................       2,282.8             2,203.6            2,088.2   
Investment (losses) gains, net................................         (45.2)               (9.8)               5.3   
Commissions, fees and other income............................       1,227.2             1,081.8              897.1   
Contribution from the Closed Block............................         102.5               125.0              143.2   
                                                               -----------------  -----------------  -----------------

      Total revenues..........................................       5,119.4             4,872.2            4,528.8   
                                                               -----------------  -----------------  -----------------

BENEFITS AND OTHER DEDUCTIONS                                                                                         
Interest credited to policyholders' account balances..........       1,266.2             1,270.2            1,248.3   
Policyholders' benefits.......................................         978.6             1,317.7            1,008.6   
Other operating costs and expenses............................       2,203.9             2,075.7            1,775.8   
                                                               -----------------  -----------------  -----------------

      Total benefits and other deductions.....................       4,448.7             4,663.6            4,032.7   
                                                               -----------------  -----------------  -----------------

Earnings from continuing operations before Federal                                                                    
  income taxes, minority interest and cumulative                                                                      
  effect of accounting change.................................         670.7               208.6              496.1   
Federal income taxes..........................................          91.5                 9.7              120.5   
Minority interest in net income of consolidated subsidiaries..          54.8                81.7               62.8   
                                                               -----------------  -----------------  -----------------
Earnings from continuing operations before cumulative                                                                 
  effect of accounting change.................................         524.4               117.2              312.8   
Discontinued operations, net of Federal income taxes..........         (87.2)              (83.8)               -     
Cumulative effect of accounting change, net of Federal                                                                
  income taxes................................................           -                 (23.1)               -     
                                                               -----------------  -----------------  -----------------

Net Earnings..................................................  $      437.2       $        10.3      $       312.8   
                                                               =================  =================  =================

 See Notes to Consolidated Financial Statements.

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

                                                        [Enlarge/Download Table]

                                                                     1997               1996               1995       
                                                               -----------------  -----------------  -----------------
                                                                                   (In Millions)                      
                                                                                                                      
Common stock, at par value, beginning and end of year.........  $        2.5       $         2.5      $         2.5   
                                                               -----------------  -----------------  -----------------

Capital in excess of par value, beginning and end of year.....       3,105.8             3,105.8            3,105.8   
                                                               -----------------  -----------------  -----------------

Retained earnings, beginning of year..........................         798.7               788.4              475.6   
Net earnings..................................................         437.2                10.3              312.8   
                                                               -----------------  -----------------  -----------------
Retained earnings, end of year................................       1,235.9               798.7              788.4   
                                                               -----------------  -----------------  -----------------

Net unrealized investment gains (losses), beginning of year...         189.9               396.5             (220.5)  
Change in unrealized investment gains (losses)................         343.7              (206.6)             617.0   
                                                               -----------------  -----------------  -----------------
Net unrealized investment gains, end of year..................         533.6               189.9              396.5   
                                                               -----------------  -----------------  -----------------

Minimum pension liability, beginning of year..................         (12.9)              (35.1)              (2.7)  
Change in minimum pension liability...........................          (4.4)               22.2              (32.4)  
                                                                                                     -----------------
                                                               -----------------  -----------------                   
Minimum pension liability, end of year........................         (17.3)              (12.9)             (35.1)  
                                                               -----------------  -----------------  -----------------

Total Shareholder's Equity, End of Year.......................  $    4,860.5       $     4,084.0      $     4,258.1   
                                                               =================  =================  =================

 See Notes to Consolidated Financial Statements.

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

                                                        [Enlarge/Download Table]


                                                                      1997               1996               1995       
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)                      
                                                                                                                       
Net earnings..................................................   $      437.2       $        10.3      $       312.8   
Adjustments  to  reconcile  net  earnings  to net  cash  provided  by  operating                                       
  activities:                                                                                                          
  Interest credited to policyholders' account balances........        1,266.2             1,270.2            1,248.3   
  Universal life and investment-type product                                                                           
    policy fee income.........................................         (950.6)             (874.0)            (788.2)  
  Investment losses (gains)...................................           45.2                 9.8               (5.3)  
  Change in Federal income tax payable........................          (74.4)             (197.1)             221.6   
  Other, net..................................................          169.4               330.2               80.5   
                                                                -----------------  -----------------  -----------------

Net cash provided by operating activities.....................          893.0               549.4            1,069.7   
                                                                -----------------  -----------------  -----------------

Cash flows from investing activities:                                                                                  
  Maturities and repayments...................................        2,702.9             2,275.1            1,897.4   
  Sales.......................................................       10,385.9             8,964.3            8,867.1   
  Purchases...................................................      (13,205.4)          (12,559.6)         (11,675.5)  
  (Increase) decrease in short-term investments...............         (555.0)              450.3              (99.3)  
  Decrease in loans to discontinued operations................          420.1             1,017.0            1,226.9   
  Sale of subsidiaries........................................          261.0                 -                  -     
  Other, net..................................................         (612.6)             (281.0)            (413.4)  
                                                                -----------------  -----------------  -----------------

Net cash used by investing activities.........................         (603.1)             (133.9)            (196.8)  
                                                                -----------------  -----------------  -----------------

Cash flows from financing activities: Policyholders' account balances:                                                 
    Deposits..................................................        1,281.7             1,925.4            2,586.5   
    Withdrawals...............................................       (1,886.8)           (2,385.2)          (2,657.1)  
  Net increase (decrease) in short-term financings............          419.9                 (.3)             (16.4)  
  Additions to long-term debt.................................           32.0                 -                599.7   
  Repayments of long-term debt................................         (196.4)             (124.8)             (40.7)  
  Payment of obligation to fund accumulated deficit of                                                                 
    discontinued operations...................................          (83.9)                -             (1,215.4)  
  Other, net..................................................          (94.7)              (66.5)             (48.4)  
                                                                -----------------  -----------------  -----------------

Net cash used by financing activities.........................         (528.2)             (651.4)            (791.8)  
                                                                -----------------  -----------------  -----------------

Change in cash and cash equivalents...........................         (238.3)             (235.9)              81.1   
Cash and cash equivalents, beginning of year..................          538.8               774.7              693.6   
                                                                -----------------  -----------------  -----------------

Cash and Cash Equivalents, End of Year........................   $      300.5       $       538.8      $       774.7   
                                                                =================  =================  =================

Supplemental cash flow information                                                                                     
  Interest Paid...............................................   $      217.1       $       109.9      $        89.6   
                                                                =================  =================  =================
  Income Taxes Paid (Refunded)................................   $      170.0       $       (10.0)     $       (82.7)  
                                                                =================  =================  =================

 See Notes to Consolidated Financial Statements.

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1)     ORGANIZATION                                                           

        The Equitable  Life Assurance  Society of the United States  ("Equitable
        Life")  is  a  wholly  owned  subsidiary  of  The  Equitable   Companies
        Incorporated  (the  "Holding   Company").   Equitable  Life's  insurance
        business  is  conducted  principally  by  Equitable  Life and,  prior to
        December 31, 1996, its wholly owned life insurance subsidiary, Equitable
        Variable Life Insurance Company  ("EVLICO").  Effective January 1, 1997,
        EVLICO was merged into Equitable  Life,  which  continues to conduct the
        Company's  insurance  business.  Equitable Life's investment  management
        business,  which comprises the Investment Services segment, is conducted
        principally  by  Alliance  Capital  Management  L.P.   ("Alliance")  and
        Donaldson,  Lufkin & Jenrette,  Inc. ("DLJ"),  an investment banking and
        brokerage  affiliate.  AXA-UAP ("AXA"),  a French holding company for an
        international   group  of  insurance  and  related  financial   services
        companies,   is  the  Holding  Company's  largest  shareholder,   owning
        approximately  58.7% at  December  31,  1997  (54.3%  if all  securities
        convertible  into,  and options on, common stock were to be converted or
exercised).                                                     

2)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

Basis of Presentation and Principles of Consolidation           

        The  accompanying  consolidated  financial  statements  are  prepared in
        conformity with generally accepted accounting  principles ("GAAP") which
        require  management to make  estimates and  assumptions  that affect the
        reported  amounts of assets and liabilities and disclosure of contingent
        assets and  liabilities at the date of the financial  statements and the
        reported  amounts of revenues and expenses during the reporting  period.
Actual results could differ from those estimates.               

        The accompanying  consolidated financial statements include the accounts
        of  Equitable  Life  and its  wholly  owned  life  insurance  subsidiary
        (collectively,   the  "Insurance  Group");  non-insurance  subsidiaries,
        principally  Alliance,  an investment advisory subsidiary,  and, through
        June  10,  1997,  Equitable  Real  Estate  Investment  Management,  Inc.
        ("EREIM"), a real estate investment management subsidiary which was sold
        (see  Note 5);  and  those  partnerships  and  joint  ventures  in which
        Equitable Life or its subsidiaries  has control and a majority  economic
        interest  (collectively,  including its consolidated  subsidiaries,  the
        "Company").  The  Company's  investment in DLJ is reported on the equity
        basis of accounting.  Closed Block assets and liabilities and results of
        operations  are presented in the  consolidated  financial  statements as
        single  line  items  (see  Note  6).  Unless  specifically  stated,  all
        disclosures  contained  herein  supporting  the  consolidated  financial
statements exclude the Closed Block related amounts.            

        All  significant  intercompany   transactions  and  balances  have  been
        eliminated in  consolidation  other than  intercompany  transactions and
        balances with the Closed Block and the discontinued operations (see Note
7).                                                             

        The years  "1997,"  "1996" and "1995" refer to the years ended  December
31, 1997, 1996 and 1995, respectively.                          

        Certain  reclassifications  have been made in the amounts  presented for
  prior periods to conform these periods with the 1997 presentation.

Closed Block                                                    

        As of July 22, 1992, Equitable Life established the Closed Block for the
        benefit of certain  classes of  individual  participating  policies  for
        which Equitable Life had a dividend scale payable in 1991 and which were
        in force on that date.  Assets were  allocated to the Closed Block in an
        amount which,  together with anticipated revenues from policies included
        in the Closed Block, was reasonably expected to be sufficient to support
        such  business,  including  provision  for  payment of  claims,  certain
        expenses and taxes,  and for  continuation of dividend scales payable in
1991, assuming the experience underlying such scales continues. 

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        Assets  allocated to the Closed Block inure solely to the benefit of the
        holders of policies  included in the Closed Block and will not revert to
        the benefit of the Holding Company. No reallocation, transfer, borrowing
        or  lending  of assets can be made  between  the Closed  Block and other
        portions  of  Equitable  Life's  General  Account,  any of its  Separate
        Accounts or any affiliate of Equitable  Life without the approval of the
        New York  Superintendent  of Insurance  (the  "Superintendent").  Closed
        Block  assets and  liabilities  are carried on the same basis as similar
        assets and liabilities held in the General Account. The excess of Closed
        Block  liabilities  over Closed  Block  assets  represents  the expected
        future  post-tax  contribution  from the  Closed  Block  which  would be
        recognized  in income over the period the policies and  contracts in the
Closed Block remain in force.                                   

Discontinued Operations                                         

        Discontinued operations consist of the business of the former Guaranteed
        Interest   Contract   ("GIC")   segment   which   includes   the   Group
        Non-Participating  Wind-Up Annuities  ("Wind-Up  Annuities") and the GIC
        lines  of  business.  An  allowance  was  established  for  the  premium
        deficiency  reserve for Wind-Up Annuities and estimated future losses of
        the  GIC  line of  business.  Management  reviews  the  adequacy  of the
        allowance  each  quarter  and,  during the 1997 and 1996 fourth  quarter
        reviews,  the  allowance  for future  losses was  increased.  Management
        believes  the  allowance  for  future  losses at  December  31,  1997 is
        adequate to provide for all future losses; however, the determination of
        the allowance  continues to involve  numerous  estimates and  subjective
        judgments regarding the expected performance of Discontinued  Operations
        Investment  Assets.  There can be no assurance  the losses  provided for
        will not  differ  from the  losses  ultimately  realized.  To the extent
        actual  results or future  projections  of the  discontinued  operations
        differ  from   management's   current  best  estimates  and  assumptions
        underlying  the allowance for future  losses,  the  difference  would be
        reflected in the  consolidated  statements  of earnings in  discontinued
        operations.  In  particular,  to the extent  income,  sales proceeds and
        holding periods for equity real estate differ from management's previous
        assumptions,  periodic adjustments to the allowance are likely to result
(see Note 7).                                                   

Accounting Changes                                              

        In 1996, the Company changed its method of accounting for  long-duration
        participating  life  insurance  contracts,  primarily  within the Closed
        Block,  in accordance  with the  provisions  prescribed by SFAS No. 120,
        "Accounting  and Reporting by Mutual Life Insurance  Enterprises  and by
        Insurance   Enterprises   for   Certain   Long-Duration    Participating
        Contracts".  (See "Deferred Policy Acquisition  Costs,"  "Policyholders'
Account Balances and Future Policy Benefits" and Note 6.)       

        The Company implemented SFAS No. 121,  "Accounting for the Impairment of
        Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of," as of
        January 1, 1996.  SFAS No. 121  requires  long-lived  assets and certain
        identifiable  intangibles be reviewed for impairment  whenever events or
        changes in circumstances  indicate the carrying value of such assets may
        not be  recoverable.  Effective with SFAS No. 121's  adoption,  impaired
        real estate is written down to fair value with the impairment loss being
        included in investment gains (losses), net. Before implementing SFAS No.
        121,  valuation  allowances  on real estate held for the  production  of
        income were computed using the  forecasted  cash flows of the respective
        properties  discounted at a rate equal to The Equitable's cost of funds.
        The  adoption of the  statement  resulted  in the  release of  valuation
        allowances of $152.4  million and  recognition  of impairment  losses of
        $144.0 million on real estate held for production of income. Real estate
        which management has committed to disposing of by sale or abandonment is
        classified  as real estate held for sale.  Valuation  allowances on real
        estate  held  for  sale  continue  to be  computed  using  the  lower of
        depreciated  cost or estimated  fair value,  net of  disposition  costs.
        Implementation of the SFAS No. 121 impairment  requirements  relative to
        other  assets to be disposed of resulted in a charge for the  cumulative
        effect of an accounting change of $23.1 million, net of a Federal income
        tax  benefit of $12.4  million,  due to the  writedown  to fair value of
building improvements relating to facilities vacated in 1996.   

        In the  first  quarter  of 1995,  the  Company  adopted  SFAS  No.  114,
        "Accounting  by Creditors  for  Impairment  of a Loan".  Impaired  loans
        within  SFAS No.  114's  scope are to be  measured  based on the present
        value of expected future cash flows  discounted at the loan's  effective
        interest rate, at the loan's  observable  market price or the fair value
        of the collateral if the loan is collateral  dependent.  The adoption of
        this  statement  did not  have a  material  effect  on the  level of the
        allowances  for  possible  losses  or  on  the  Company's   consolidated
statements of earnings and shareholder's equity.                

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New Accounting Pronouncements                                   

        In January  1998,  the Financial  Accounting  Standards  Board  ("FASB")
        issued SFAS No. 132,  "Employers'  Disclosures  about  Pension and Other
        Postretirement   Benefits,"   which  revises   current  note  disclosure
        requirements for employers' pension and other retiree benefits. SFAS No.
        132 is effective for fiscal years beginning after December 15, 1997. The
        Company  will  adopt  the  provisions  of  SFAS  No.  132  in  the  1998
consolidated financial statements.                              

        In December 1997, the American Institute of Certified Public Accountants
        ("AICPA")  issued  Statement of Position  ("SOP") 97-3,  "Accounting  by
        Insurance and Other Enterprises for Insurance-Related  Assessments". SOP
        97-3 provides guidance for assessments  related to insurance  activities
        and  requirements  for  disclosure of certain  information.  SOP 97-3 is
        effective for financial  statements  issued for periods  beginning after
        December 31, 1998. Restatement of previously issued financial statements
        is not required.  SOP 97-3 is not expected to have a material  impact on
the Company's consolidated financial statements.                

        In June 1997, the FASB issued SFAS No. 131,  "Disclosures about Segments
        of an  Enterprise  and Related  Information".  SFAS No. 131  establishes
        standards for the way public  business  enterprises  report  information
        about  operating  segments  in annual and interim  financial  statements
        issued  to  shareholders.  It also  establishes  standards  for  related
        disclosures  about  products and  services,  geographic  areas and major
        customers.  Generally,  financial  information  will be  required  to be
        reported  on  the  basis  used  by  management  for  evaluating  segment
        performance and for deciding how to allocate resources to segments. This
        statement is effective  for fiscal years  beginning  after  December 15,
        1997 and need not be applied to interim reporting in the initial year of
        adoption.  Restatement of comparative information for earlier periods is
        required.  Management is currently  reviewing its definition of business
segments in light of the requirements of SFAS No. 131.          

        In June 1997,  the FASB issued SFAS No.  130,  "Reporting  Comprehensive
        Income". SFAS No. 130 establishes standards for reporting and displaying
        comprehensive income and its components in a full set of general purpose
        financial  statements.  SFAS No. 130 requires an  enterprise to classify
        items of other  comprehensive  income  by their  nature  in a  financial
        statement  and display the  accumulated  balance of other  comprehensive
        income separately from retained earnings and additional  paid-in capital
        in the  equity  section  of a  statement  of  financial  position.  This
        statement is effective  for fiscal years  beginning  after  December 15,
        1997.  Reclassification  of  financial  statements  for earlier  periods
        provided for  comparative  purposes is required.  The Company will adopt
        the  provisions  of SFAS  No.  130 in its  1998  consolidated  financial
statements.                                                     

        In June 1996,  the FASB issued SFAS No. 125,  "Accounting  for Transfers
        and Servicing of Financial Assets and  Extinguishments  of Liabilities".
        SFAS No. 125 specifies the  accounting  and reporting  requirements  for
        transfers  of financial  assets,  the  recognition  and  measurement  of
        servicing  assets and  liabilities and  extinguishments  of liabilities.
        SFAS No. 125 is effective for transactions  occurring after December 31,
        1996 and is to be applied  prospectively.  In  December  1996,  the FASB
        issued  SFAS  No.  127,  "Deferral  of the  Effective  Date  of  Certain
        Provisions  of FASB  Statement  No.  125," which defers for one year the
        effective  date  of  provisions   relating  to  secured  borrowings  and
        collateral and transfers of financial assets that are part of repurchase
        agreements,  dollar-roll,  securities lending and similar  transactions.
        Implementation of SFAS No. 125 did not have nor is SFAS No. 127 expected
        to  have a  material  impact  on the  Company's  consolidated  financial
statements.                                                     

Valuation of Investments                                        

        Fixed  maturities  identified  as  available  for sale are  reported  at
        estimated fair value. The amortized cost of fixed maturities is adjusted
for impairments in value deemed to be other than temporary.     

        Valuation  allowances are netted  against the asset  categories to which
they apply.                                                     

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        Mortgage loans on real estate are stated at unpaid  principal  balances,
        net  of  unamortized  discounts  and  valuation  allowances.   Valuation
        allowances are based on the present value of expected  future cash flows
        discounted  at  the  loan's  original  effective  interest  rate  or the
        collateral  value  if the  loan is  collateral  dependent.  However,  if
        foreclosure  is or becomes  probable,  the  measurement  method  used is
collateral value.                                               

        Real estate,  including real estate acquired in satisfaction of debt, is
        stated at  depreciated  cost less valuation  allowances.  At the date of
        foreclosure (including in-substance  foreclosure),  real estate acquired
        in satisfaction of debt is valued at estimated fair value. Impaired real
        estate is  written  down to fair value  with the  impairment  loss being
        included in investment gains (losses), net. Valuation allowances on real
        estate held for sale are computed using the lower of depreciated cost or
        current estimated fair value, net of disposition costs.  Depreciation is
        discontinued on real estate held for sale. Prior to the adoption of SFAS
        No. 121,  valuation  allowances  on real estate held for  production  of
        income were computed using the  forecasted  cash flows of the respective
     properties discounted at a rate equal to the Company's cost of funds.

Policy loans are stated at unpaid principal balances.           

        Partnerships  and joint venture  interests in which the Company does not
        have control or a majority  economic interest are reported on the equity
        basis of accounting  and are included  either with equity real estate or
other equity investments, as appropriate.                       

        Common  stocks are carried at  estimated  fair value and are included in
other equity investments.                                       

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

        Cash and cash equivalents  includes cash on hand, amounts due from banks
        and highly liquid debt instruments  purchased with an original  maturity
of three months or less.                                        

        All securities are recorded in the consolidated  financial statements on
a trade date basis.                                             

        Net Investment Income,  Investment Gains, Net and Unrealized  Investment
Gains (Losses)                                                  

        Net   investment   income  and  realized   investment   gains   (losses)
        (collectively,  "investment  results") related to certain  participating
        group annuity contracts which are passed through to the  contractholders
      are reflected as interest credited to policyholders' account balances.

        Realized   investment   gains   (losses)  are   determined  by  specific
        identification  and are presented as a component of revenue.  Changes in
valuation allowances are included in investment gains or losses.

        Unrealized investment gains and losses on fixed maturities available for
        sale and equity  securities  held by the Company are  accounted for as a
        separate  component of  shareholder's  equity,  net of related  deferred
        Federal income taxes, amounts  attributable to discontinued  operations,
        participating  group annuity  contracts and deferred policy  acquisition
        costs ("DAC") related to universal life and investment-type products and
participating traditional life contracts.                       

Recognition of Insurance Income and Related Expenses            

        Premiums from universal life and investment-type  contracts are reported
        as deposits to  policyholders'  account  balances.  Revenues  from these
        contracts   consist  of  amounts  assessed  during  the  period  against
        policyholders'   account   balances  for   mortality   charges,   policy
        administration charges and surrender charges. Policy benefits and claims
        that are  charged to expense  include  benefit  claims  incurred  in the
period in excess of related policyholders' account balances.    

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        Premiums from participating and  non-participating  traditional life and
        annuity  policies with life  contingencies  generally are  recognized as
        income when due.  Benefits  and expenses are matched with such income so
        as to  result  in the  recognition  of  profits  over  the  life  of the
        contracts.  This match is  accomplished  by means of the  provision  for
        liabilities  for future policy  benefits and the deferral and subsequent
amortization of policy acquisition costs.                       

        For  contracts  with a single  premium  or a limited  number of  premium
        payments due over a  significantly  shorter period than the total period
        over which  benefits are provided,  premiums are recorded as income when
        due with any  excess  profit  deferred  and  recognized  in  income in a
        constant  relationship  to  insurance  in force or, for  annuities,  the
amount of expected future benefit payments.                     

        Premiums from individual  health contracts are recognized as income over
        the period to which the premiums  relate in  proportion to the amount of
insurance protection provided.                                  

Deferred Policy Acquisition Costs                               

        The  costs  of  acquiring   new   business,   principally   commissions,
        underwriting,  agency and policy issue expenses,  all of which vary with
        and  are  primarily  related  to the  production  of new  business,  are
        deferred. DAC is subject to recoverability testing at the time of policy
        issue and loss recognition testing at the end of each accounting period.

        For  universal  life  products  and  investment-type  products,  DAC  is
        amortized  over the expected  total life of the contract  group (periods
        ranging  from  15 to 35  years  and 5 to 17  years,  respectively)  as a
        constant  percentage of estimated gross profits arising principally from
        investment results,  mortality and expense margins and surrender charges
        based on historical and anticipated  future  experience,  updated at the
        end of each accounting  period. The effect on the amortization of DAC of
        revisions  to  estimated  gross  profits is reflected in earnings in the
        period such estimated  gross profits are revised.  The effect on the DAC
        asset that would result from realization of unrealized gains (losses) is
        recognized  with an offset to unrealized  gains (losses) in consolidated
shareholder's equity as of the balance sheet date.              

        For participating  traditional life policies (substantially all of which
        are in the Closed Block),  DAC is amortized over the expected total life
        of the contract group (40 years) as a constant  percentage  based on the
        present  value of the  estimated  gross  margin  amounts  expected to be
        realized  over the life of the contracts  using the expected  investment
        yield. At December 31, 1997, the expected  investment  yield,  excluding
        policy  loans,  generally  ranged from 7.53%  grading to 7.92% over a 20
        year period.  Estimated gross margin includes  anticipated  premiums and
        investment results less claims and administrative  expenses,  changes in
        the  net  level  premium  reserve  and  expected   annual   policyholder
        dividends.  The  effect  on the  amortization  of DAC  of  revisions  to
        estimated  gross  margins is  reflected  in  earnings in the period such
        estimated  gross  margins are revised.  The effect on the DAC asset that
        would result from realization of unrealized gains (losses) is recognized
        with  an  offset  to   unrealized   gains   (losses)   in   consolidated
shareholder's equity as of the balance sheet date.              

        For  non-participating  traditional  life and annuity policies with life
        contingencies,  DAC is amortized in proportion to anticipated  premiums.
        Assumptions  as to  anticipated  premiums  are  estimated at the date of
        policy  issue  and  are  consistently  applied  during  the  life of the
        contracts.   Deviations  from  estimated  experience  are  reflected  in
        earnings in the period such deviations  occur. For these contracts,  the
    amortization periods generally are for the total life of the policy.

        For  individual  health  benefit  insurance,  DAC is amortized  over the
        expected  average  life of the  contracts  (10 years  for major  medical
        policies  and  20  years  for  disability  income  ("DI")  products)  in
proportion to anticipated premium revenue at time of issue.     

Policyholders' Account Balances and Future Policy Benefits      

        Policyholders'  account balances for universal life and  investment-type
        contracts are equal to the policy  account  values.  The policy  account
        values  represents  an  accumulation  of  gross  premium  payments  plus
     credited interest less expense and mortality charges and withdrawals.

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        For  participating  traditional  life  policies,  future policy  benefit
        liabilities are calculated using a net level premium method on the basis
        of actuarial assumptions equal to guaranteed mortality and dividend fund
        interest  rates.  The  liability  for annual  dividends  represents  the
        accrual of annual dividends  earned.  Terminal  dividends are accrued in
proportion to gross margins over the life of the contract.      

        For non-participating traditional life insurance policies, future policy
        benefit  liabilities  are estimated  using a net level premium method on
        the basis of actuarial  assumptions  as to  mortality,  persistency  and
        interest established at policy issue.  Assumptions established at policy
        issue as to mortality and persistency are based on the Insurance Group's
        experience  which,  together  with  interest  and  expense  assumptions,
        include a margin for adverse deviation.  When the liabilities for future
        policy benefits plus the present value of expected future gross premiums
        for a product are  insufficient  to provide for expected  future  policy
        benefits  and  expenses  for  that  product,  DAC  is  written  off  and
        thereafter,  if required, a premium deficiency reserve is established by
        a charge to earnings.  Benefit  liabilities  for  traditional  annuities
        during the accumulation period are equal to accumulated contractholders'
        fund balances and after  annuitization are equal to the present value of
        expected  future  payments.  Interest  rates used in  establishing  such
        liabilities range from 2.25% to 11.5% for life insurance liabilities and
from 2.25% to 13.5% for annuity liabilities.                    

        During  the  fourth  quarter  of  1996,  a  loss  recognition  study  of
        participating group annuity contracts and conversion annuities ("Pension
        Par") was completed  which  included  management's  revised  estimate of
        assumptions,  such as expected mortality and future investment  returns.
        The  study's  results   prompted   management  to  establish  a  premium
        deficiency reserve which decreased  earnings from continuing  operations
and net earnings by $47.5 million ($73.0 million pre-tax).      

        Individual  health  benefit  liabilities  for active lives are estimated
        using  the  net  level  premium  method  and  assumptions  as to  future
        morbidity,  withdrawals and interest.  Benefit  liabilities for disabled
        lives are  estimated  using the  present  value of  benefits  method and
       experience assumptions as to claim terminations, expenses and interest.

        During  the  fourth  quarter  of  1996,  the  Company  completed  a loss
        recognition  study of the DI business  which  incorporated  management's
        revised  estimates  of  future  experience  with  regard  to  morbidity,
        investment  returns,   claims  and  administration  expenses  and  other
        factors.  The study  indicated DAC was not  recoverable and the reserves
        were  not  sufficient.  Earnings  from  continuing  operations  and  net
        earnings  decreased  by $208.0  million  ($320.0  million  pre-tax) as a
        result of  strengthening  DI reserves by $175.0  million and writing off
        unamortized DAC of $145.0 million related to DI products issued prior to
        July 1993. The determination of DI reserves requires making  assumptions
        and estimates relating to a variety of factors,  including morbidity and
        interest  rates,  claims  experience and lapse rates based on then known
        facts and circumstances. Such factors as claim incidence and termination
        rates can be affected by changes in the economic,  legal and  regulatory
        environments and work ethic.  While management  believes its 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.                                                    

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        Claim  reserves and associated  liabilities  for individual DI and major
        medical  policies were $886.7 million and $869.4 million at December 31,
        1997 and  1996,  respectively.  Incurred  benefits  (benefits  paid plus
        changes in claim reserves) and benefits paid for individual DI and major
        medical  policies   (excluding   reserve   strengthening  in  1996)  are
summarized as follows:                                          

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Incurred benefits related to current year..........  $       190.2      $      189.0      $      176.0    
Incurred benefits related to prior years...........            2.1              69.1              67.8    
                                                    -----------------  ----------------  -----------------
Total Incurred Benefits............................  $       192.3      $      258.1      $      243.8    
                                                    =================  ================  =================

Benefits paid related to current year..............  $        28.8      $       32.6      $       37.0    
Benefits paid related to prior years...............          146.2             153.3             137.8    
                                                    -----------------  ----------------  -----------------
Total Benefits Paid................................  $       175.0      $      185.9      $      174.8    
                                                    =================  ================  =================

Policyholders' Dividends                                        

        The amount of  policyholders'  dividends to be paid (including  those on
        policies  included  in the  Closed  Block)  is  determined  annually  by
        Equitable   Life's  board  of  directors.   The   aggregate   amount  of
        policyholders'  dividends  is  related  to actual  interest,  mortality,
        morbidity  and expense  experience  for the year and  judgment as to the
        appropriate level of statutory surplus to be retained by Equitable Life.

        At December 31, 1997,  participating  policies,  including  those in the
        Closed Block, represent  approximately 21.2% ($50.2 billion) of directly
written life insurance in force, net of amounts ceded.          

Federal Income Taxes                                            

        The  Company  files a  consolidated  Federal  income tax return with the
        Holding  Company  and its  consolidated  subsidiaries.  Current  Federal
        income  taxes are charged or credited to  operations  based upon amounts
        estimated to be payable or recoverable as a result of taxable operations
        for the current year.  Deferred  income tax assets and  liabilities  are
        recognized based on the difference between financial  statement carrying
        amounts  and income tax bases of assets and  liabilities  using  enacted
income tax rates and laws.                                      

Separate Accounts                                               

        Separate  Accounts are established in conformity with the New York State
        Insurance Law and generally are not  chargeable  with  liabilities  that
        arise from any other business of the Insurance Group.  Separate Accounts
        assets  are  subject to General  Account  claims  only to the extent the
value of such assets exceeds Separate Accounts liabilities.     

        Assets  and  liabilities  of the  Separate  Accounts,  representing  net
        deposits  and  accumulated  net  investment  earnings  less  fees,  held
        primarily  for  the  benefit  of  contractholders,  and  for  which  the
        Insurance Group does not bear the investment risk, are shown as separate
        captions in the consolidated  balance sheets.  The Insurance Group bears
        the investment risk on assets held in one Separate  Account,  therefore,
        such assets are carried on the same basis as similar  assets held in the
        General Account  portfolio.  Assets held in the other Separate  Accounts
        are carried at quoted  market  values or,  where  quoted  values are not
        available,  at  estimated  fair values as  determined  by the  Insurance
Group.                                                          

        The investment results of Separate Accounts on which the Insurance Group
        does not bear the  investment  risk are  reflected  directly in Separate
        Accounts  liabilities.  For 1997, 1996 and 1995,  investment  results of
        such  Separate  Accounts  were $3,411.1  million,  $2,970.6  million and
$1,963.2 million, respectively.                                 

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        Deposits to Separate  Accounts  are  reported as  increases  in Separate
        Accounts liabilities and are not reported in revenues. Mortality, policy
        administration  and  surrender  charges  on all  Separate  Accounts  are
included in revenues.                                           

Employee Stock Option Plan                                      

        The Company  accounts for stock  option  plans  sponsored by the Holding
        Company,   DLJ  and  Alliance  in  accordance  with  the  provisions  of
        Accounting  Principles  Board Opinion  ("APB") No. 25,  "Accounting  for
        Stock Issued to Employees," and related  interpretations.  In accordance
        with the opinion,  compensation expense is recorded on the date of grant
        only if the current  market price of the  underlying  stock  exceeds the
        exercise  price.  See  Note  21 for the pro  forma  disclosures  for the
        Holding Company,  DLJ and Alliance required by SFAS No. 123, "Accounting
for Stock-Based Compensation".                                  

3)     INVESTMENTS                                                            

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

                                                        [Enlarge/Download Table]


                                                                Gross               Gross                         
                                           Amortized          Unrealized         Unrealized         Estimated     
                                              Cost              Gains              Losses           Fair Value    
                                        -----------------  -----------------   ----------------  -----------------
                                                                      (In Millions)                               
                                                                                                                  
December 31, 1997                                                                                                 
Fixed Maturities:                                                                                                 
  Available for Sale:                                                                                             
    Corporate..........................  $    14,230.3      $       785.0       $       74.5      $    14,940.8   
    Mortgage-backed....................        1,702.8               23.5                1.3            1,725.0   
    U.S. Treasury securities and                                                                                  
      U.S. government and                                                                                         
      agency securities................        1,583.2               83.9                 .6            1,666.5   
    States and political subdivisions..          673.0                6.8                 .1              679.7   
    Foreign governments................          442.4               44.8                2.0              485.2   
    Redeemable preferred stock.........          128.0                6.7                1.0              133.7   
                                        -----------------  -----------------   ----------------  -----------------
Total Available for Sale...............  $    18,759.7      $       950.7       $       79.5      $    19,630.9   
                                        =================  =================   ================  =================
Equity Securities:                                                                                                
  Common stock.........................  $       408.4      $        48.7       $       15.0      $       442.1   
                                        =================  =================   ================  =================
December 31, 1996                                                                                                 
Fixed Maturities:                                                                                                 
  Available for Sale:                                                                                             
    Corporate..........................  $    13,645.2      $       451.5       $      121.0      $    13,975.7   
    Mortgage-backed....................        2,015.9               11.2               20.3            2,006.8   
    U.S. Treasury securities and                                                                                  
      U.S. government and                                                                                         
      agency securities................        1,539.4               39.2               19.3            1,559.3   
    States and political subdivisions..           77.0                4.5                -                 81.5   
    Foreign governments................          302.6               18.0                2.2              318.4   
    Redeemable preferred stock.........          139.1                3.3                7.1              135.3   
                                        -----------------  -----------------   ----------------  -----------------
Total Available for Sale...............  $    17,719.2      $       527.7       $      169.9      $    18,077.0   
                                        =================  =================   ================  =================
Equity Securities:                                                                                                
  Common stock.........................  $       362.0      $        49.3       $       17.7      $       393.6   
                                        =================  =================   ================  =================

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        For publicly traded fixed  maturities and equity  securities,  estimated
        fair  value  is  determined  using  quoted  market  prices.   For  fixed
        maturities without a readily ascertainable market value, the Company has
        determined  an  estimated  fair  value  using  a  discounted  cash  flow
        approach,  including  provisions for credit risk, generally based on the
        assumption  such  securities  will be held to maturity.  Estimated  fair
        values for equity  securities,  substantially all of which do not have a
        readily ascertainable market value, have been determined by the Company.
        Such estimated fair values do not  necessarily  represent the values for
        which  these  securities  could  have  been  sold  at the  dates  of the
        consolidated  balance sheets. At December 31, 1997 and 1996,  securities
        without a readily ascertainable market value having an amortized cost of
        $3,759.2 million and $3,915.7 million,  respectively, had estimated fair
values of $3,903.9 million and $4,024.6 million, respectively.  

      The contractual maturity of bonds at December 31, 1997 is shown below:

                                                        [Enlarge/Download Table]


                                                                                Available for Sale          
                                                                        ------------------------------------
                                                                           Amortized          Estimated     
                                                                             Cost             Fair Value    
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Due in one year or less................................................  $      149.9       $      151.3    
Due in years two through five..........................................       2,962.8            3,025.2    
Due in years six through ten...........................................       6,863.9            7,093.0    
Due after ten years....................................................       6,952.3            7,502.7    
Mortgage-backed securities.............................................       1,702.8            1,725.0    
                                                                        ----------------   -----------------
Total..................................................................  $   18,631.7       $   19,497.2    
                                                                        ================   =================

        Bonds not due at a single  maturity date have been included in the above
        table in the year of final maturity.  Actual maturities will differ from
        contractual  maturities  because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.

        The  Insurance  Group's fixed  maturity  investment  portfolio  includes
        corporate high yield  securities  consisting of public high yield bonds,
        redeemable  preferred  stocks and directly  negotiated debt in leveraged
        buyout  transactions.  The Insurance  Group seeks to minimize the higher
        than normal credit risks  associated  with such securities by monitoring
        the total  investments  in any single  issuer or total  investment  in a
        particular  industry  group.  Certain  of  these  corporate  high  yield
        securities are classified as other than investment  grade by the various
        rating  agencies,  i.e., a rating below Baa or National  Association  of
        Insurance Commissioners ("NAIC") designation of 3 (medium grade), 4 or 5
        (below  investment  grade) or 6 (in or near  default).  At December  31,
        1997,  approximately 17.85% of the $18,610.6 million aggregate amortized
        cost of bonds held by the  Insurance  Group were  considered to be other
than investment grade.                                          

        In addition to its  holdings of  corporate  high yield  securities,  the
        Insurance Group is an equity investor in limited  partnership  interests
        which  primarily  invest  in  securities  considered  to be  other  than
investment grade.                                               

        Fixed maturity  investments with  restructured or modified terms are not
material.                                                       

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    Investment valuation allowances and changes thereto are shown below:

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Balances, beginning of year........................  $       137.1      $      325.3      $      284.9    
SFAS No. 121 release...............................            -              (152.4)              -      
Additions charged to income........................          334.6             125.0             136.0    
Deductions for writedowns and                                                                             
  asset dispositions...............................          (87.2)           (160.8)            (95.6)   
                                                    -----------------  ----------------  -----------------
Balances, End of Year..............................  $       384.5      $      137.1      $      325.3    
                                                    =================  ================  =================

Balances, end of year comprise:                                                                           
  Mortgage loans on real estate....................  $        55.8      $       50.4      $       65.5    
  Equity real estate...............................          328.7              86.7             259.8    
                                                    -----------------  ----------------  -----------------
Total..............................................  $       384.5      $      137.1      $      325.3    
                                                    =================  ================  =================

        At December 31, 1997, the carrying  values of  investments  held for the
        production  of income  which were  non-income  producing  for the twelve
        months preceding the consolidated  balance sheet date were $12.6 million
     of fixed maturities and $.9 million of mortgage loans on real estate.

        At  December  31,  1997 and 1996,  mortgage  loans on real  estate  with
        scheduled payments 60 days (90 days for agricultural  mortgages) or more
        past due or in  foreclosure  (collectively,  "problem  mortgage loans on
        real  estate") had an  amortized  cost of $23.4  million  (0.9% of total
        mortgage loans on real estate) and $12.4 million (0.4% of total mortgage
loans on real estate), respectively.                            

        The payment terms of mortgage loans on real estate may from time to time
        be  restructured or modified.  The investment in  restructured  mortgage
        loans on real  estate,  based on  amortized  cost,  amounted  to  $183.4
        million and $388.3 million at December 31, 1997 and 1996,  respectively.
        Gross interest income on restructured mortgage loans on real estate that
        would have been recorded in accordance  with the original  terms of such
        loans  amounted to $17.2  million,  $35.5  million and $52.1  million in
        1997, 1996 and 1995, respectively.  Gross interest income on these loans
        included  in net  investment  income  aggregated  $12.7  million,  $28.2
million and $37.4 million in 1997, 1996 and 1995, respectively. 

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
related provision for losses were as follows:                   

                                                        [Enlarge/Download Table]


                                                                                 December 31,               
                                                                    ----------------------------------------
                                                                           1997                 1996        
                                                                    -------------------  -------------------
                                                                                 (In Millions)              
                                                                                                            
Impaired mortgage loans with provision for losses..................  $        196.7       $        340.0    
Impaired mortgage loans without provision for losses...............             3.6                122.3    
                                                                    -------------------  -------------------
Recorded investment in impaired mortgage loans.....................           200.3                462.3    
Provision for losses...............................................           (51.8)               (46.4)   
                                                                    -------------------  -------------------
Net Impaired Mortgage Loans........................................  $        148.5       $        415.9    
                                                                    ===================  ===================

        Impaired mortgage loans without provision for losses are loans where the
        fair value of the  collateral  or the net present  value of the expected
        future cash flows  related to the loan  equals or exceeds  the  recorded
        investment.  Interest income earned on loans where the collateral  value
        is used to measure  impairment  is recorded  on a cash  basis.  Interest
        income  on loans  where the  present  value  method  is used to  measure
        impairment  is accrued on the net  carrying  value amount of the loan at
        the  interest  rate used to  discount  the cash  flows.  Changes  in the
        present  value  attributable  to  changes  in the  amount  or  timing of
expected cash flows are reported as investment gains or losses. 

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        During 1997, 1996 and 1995, respectively, the Company's average recorded
        investment in impaired mortgage loans was $246.9 million, $552.1 million
        and  $429.0  million.  Interest  income  recognized  on  these  impaired
        mortgage  loans totaled $15.2  million,  $38.8 million and $27.9 million
        ($2.3  million,  $17.9  million and $13.4  million  recognized on a cash
basis) for 1997, 1996 and 1995, respectively.                   

        The Insurance Group's investment in equity real estate is through direct
        ownership  and through  investments  in real estate joint  ventures.  At
        December  31, 1997 and 1996,  the  carrying  value of equity real estate
        held  for  sale  amounted  to  $1,023.5   million  and  $345.6  million,
        respectively.  For 1997,  1996 and 1995,  respectively,  real  estate of
        $152.0  million,  $58.7  million  and  $35.3  million  was  acquired  in
        satisfaction  of debt. At December 31, 1997 and 1996,  the Company owned
        $693.3 million and $771.7 million, respectively, of real estate acquired
in satisfaction of debt.                                        

        Depreciation of real estate is computed using the  straight-line  method
        over the estimated useful lives of the properties, which generally range
        from 40 to 50 years.  Accumulated depreciation on real estate was $541.1
        million and $587.5 million at December 31, 1997 and 1996,  respectively.
        Depreciation expense on real estate totaled $74.9 million, $91.8 million
and $121.7 million for 1997, 1996 and 1995, respectively.       

4)     JOINT VENTURES AND PARTNERSHIPS                                        

        Summarized combined financial information for real estate joint ventures
        (29 and 34  individual  ventures  as of  December  31,  1997  and  1996,
        respectively) and for limited partnership  interests accounted for under
        the equity  method,  in which the  Company  has an  investment  of $10.0
        million  or  greater  and an equity  interest  of 10% or  greater  is as
follows:                                                        

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            

                                                                                                            
BALANCE SHEETS                                                                                              
Investments in real estate, at depreciated cost........................  $    1,700.9       $    1,883.7    
Investments in securities, generally at estimated fair value...........       1,374.8            2,430.6    
Cash and cash equivalents..............................................         105.4               98.0    
Other assets...........................................................         584.9              427.0    
                                                                        ----------------   -----------------
Total Assets...........................................................  $    3,766.0       $    4,839.3    
                                                                        ================   =================

Borrowed funds - third party...........................................  $      493.4       $    1,574.3    
Borrowed funds - the Company...........................................          31.2              137.9    
Other liabilities......................................................         284.0              415.8    
                                                                        ----------------   -----------------
Total liabilities......................................................         808.6            2,128.0    
                                                                        ----------------   -----------------

Partners' capital......................................................       2,957.4            2,711.3    
                                                                        ----------------   -----------------

Total Liabilities and Partners' Capital................................  $    3,766.0       $    4,839.3    
                                                                        ================   =================

Equity in partners' capital included above.............................  $      568.5       $      806.8    
Equity in limited partnership interests not included above.............         331.8              201.8    
Other..................................................................           4.3                9.8    
                                                                        ----------------   -----------------
Carrying Value.........................................................  $      904.6       $    1,018.4    
                                                                        ================   =================

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                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
STATEMENTS OF EARNINGS                                                                                    
Revenues of real estate joint ventures.............  $       310.5      $      348.9      $      463.5    
Revenues of other limited partnership interests....          506.3             386.1             242.3    
Interest expense - third party.....................          (91.8)           (111.0)           (135.3)   
Interest expense - the Company.....................           (7.2)            (30.0)            (41.0)   
Other expenses.....................................         (263.6)           (282.5)           (397.7)   
                                                    -----------------  ----------------  -----------------
Net Earnings.......................................  $       454.2      $      311.5      $      131.8    
                                                    =================  ================  =================

Equity in net earnings included above..............  $        76.7      $       73.9      $       49.1    
Equity in net earnings of limited partnerships                                                            
  interests not included above.....................           69.5              35.8              44.8    
Other..............................................            (.9)               .9               1.0    
                                                                                         -----------------
                                                    -----------------  ----------------  -----------------
Total Equity in Net Earnings.......................  $       145.3      $      110.6      $       94.9    
                                                    =================  ================  =================

5)     NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)                    

The sources of net investment income are summarized as follows: 

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Fixed maturities...................................  $     1,459.4      $    1,307.4      $    1,151.1    
Mortgage loans on real estate......................          260.8             303.0             329.0    
Equity real estate.................................          390.4             442.4             560.4    
Other equity investments...........................          156.9             122.0              76.9    
Policy loans.......................................          177.0             160.3             144.4    
Other investment income............................          181.7             217.4             273.0    
                                                    -----------------  ----------------  -----------------

  Gross investment income..........................        2,626.2           2,552.5           2,534.8    
                                                    -----------------  ----------------  -----------------

  Investment expenses..............................          343.4             348.9             446.6    
                                                    -----------------  ----------------  -----------------

Net Investment Income..............................  $     2,282.8      $    2,203.6      $    2,088.2    
                                                    =================  ================  =================

        Investment  gains  (losses),  net,  including  changes in the  valuation
allowances, are summarized as follows:                          

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Fixed maturities...................................  $        88.1      $       60.5      $      119.9    
Mortgage loans on real estate......................          (11.2)            (27.3)            (40.2)   
Equity real estate.................................         (391.3)            (79.7)            (86.6)   
Other equity investments...........................           14.1              18.9              12.8    
Sale of subsidiaries...............................          252.1               -                 -      
Issuance and sales of Alliance Units...............            -                20.6               -      
Other..............................................            3.0              (2.8)              (.6)   
                                                    -----------------  ----------------  -----------------
Investment (Losses) Gains, Net.....................  $       (45.2)     $       (9.8)     $        5.3    
                                                    =================  ================  =================

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        Writedowns of fixed maturities amounted to $11.7 million,  $29.9 million
        and $46.7 million for 1997, 1996 and 1995, respectively,  and writedowns
        of  equity  real  estate  subsequent  to the  adoption  of SFAS No.  121
        amounted  to  $136.4  million  and  $23.7  million  for 1997  and  1996,
        respectively.  In the fourth quarter of 1997,  the Company  reclassified
        $1,095.4 million depreciated cost of equity real estate from real estate
        held  for the  production  of  income  to real  estate  held  for  sale.
        Additions to valuation  allowances of $227.6  million were recorded upon
        these transfers.  Additionally in the fourth quarter,  $132.3 million of
      writedowns on real estate held for production of income were recorded.

        For 1997,  1996 and 1995,  respectively,  proceeds  received on sales of
        fixed  maturities  classified as available for sale amounted to $9,789.7
        million,  $8,353.5 million and $8,206.0  million.  Gross gains of $166.0
        million,  $154.2  million and $211.4  million and gross losses of $108.8
        million, $92.7 million and $64.2 million, respectively, were realized on
        these sales. The change in unrealized  investment gains (losses) related
        to fixed maturities  classified as available for sale for 1997, 1996 and
        1995 amounted to $513.4 million,  $(258.0) million and $1,077.2 million,
respectively.                                                   

        For 1997,  1996 and 1995,  investment  results passed through to certain
        participating   group   annuity   contracts  as  interest   credited  to
        policyholders'  account  balances  amounted  to $137.5  million,  $136.7
million and $131.2 million, respectively.                       

        On June 10, 1997,  Equitable Life sold EREIM (other than its interest in
        Column Financial, Inc.) ("ERE") to Lend Lease Corporation Limited ("Lend
        Lease"),  a  publicly  traded,   international  property  and  financial
        services  company based in Sydney,  Australia.  The total purchase price
        was $400.0  million and consisted of $300.0 million in cash and a $100.0
        million note maturing in eight years and bearing interest at the rate of
        7.4%,  subject to certain  adjustments.  Equitable  Life  recognized  an
        investment  gain of $162.4  million,  net of Federal income tax of $87.4
        million as a result of this  transaction.  Equitable  Life  entered into
        long-term  advisory  agreements  whereby  ERE will  continue  to provide
        substantially  the same services to Equitable Life's General Account and
        Separate Accounts, for substantially the same fees, as provided prior to
the sale.                                                       

        Through  June 10, 1997 and the years ended  December  31, 1996 and 1995,
        respectively,  the businesses sold reported  combined  revenues of $91.6
        million,  $226.1 million and $245.6 million and combined net earnings of
        $10.7 million,  $30.7 million and $27.9 million.  Total combined  assets
        and liabilities as reported at December 31, 1996 were $171.8 million and
$130.1 million, respectively.                                   

        In  1996,  Alliance  acquired  the  business  of  Cursitor-Eaton   Asset
        Management   Company  and  Cursitor   Holdings  Limited   (collectively,
        "Cursitor")  for  approximately   $159.0  million.  The  purchase  price
        consisted of $94.3 million in cash,  1.8 million of Alliance's  publicly
        traded units  ("Alliance  Units"),  6% notes  aggregating  $21.5 million
        payable   ratably   over  four   years,   and   substantial   additional
        consideration  to be  determined  at a later  date.  The  excess  of the
        purchase price, including acquisition costs and minority interest,  over
        the  fair  value of  Cursitor's  net  assets  acquired  resulted  in the
        recognition  of  intangible  assets  consisting  of  costs  assigned  to
        contracts  acquired and  goodwill of  approximately  $122.8  million and
        $38.3 million,  respectively.  The Company recognized an investment gain
        of $20.6  million as a result of the issuance of Alliance  Units in this
        transaction.  On June 30, 1997,  Alliance  reduced the recorded value of
        goodwill  and  contracts  associated  with  Alliance's   acquisition  of
        Cursitor by $120.9 million.  This charge reflected  Alliance's view that
        Cursitor's continuing decline in assets under management and its reduced
        profitability,  resulting from relative investment underperformance,  no
        longer supported the carrying value of its investment.  As a result, the
        Company's  earnings from continuing  operations before cumulative effect
        of accounting change for 1997 included a charge of $59.5 million, net of
        a Federal  income tax benefit of $10.0 million and minority  interest of
        $51.4  million.  The  remaining  balance of  intangible  assets is being
        amortized  over its estimated  useful life of 20 years.  At December 31,
        1997, the Company's ownership of Alliance Units was approximately 56.9%.

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        Net unrealized  investment gains (losses),  included in the consolidated
        balance  sheets  as a  component  of  equity  and  the  changes  for the
corresponding years, are summarized as follows:                 

                                                        [Enlarge/Download Table]

                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Balance, beginning of year.........................  $       189.9      $      396.5      $     (220.5)   
Changes in unrealized investment gains (losses)....          543.3            (297.6)          1,198.9    
Changes in unrealized investment losses                                                                   
  (gains) attributable to:                                                                                
    Participating group annuity contracts..........           53.2               -               (78.1)   
    DAC............................................          (89.0)             42.3            (216.8)   
    Deferred Federal income taxes..................         (163.8)             48.7            (287.0)   
                                                    -----------------  ----------------  -----------------
Balance, End of Year...............................  $       533.6      $      189.9      $      396.5    
                                                    =================  ================  =================

Balance, end of year comprises:                                                                           
  Unrealized investment gains on:                                                                         
    Fixed maturities...............................  $       871.2      $      357.8      $      615.9    
    Other equity investments.......................           33.7              31.6              31.1    
    Other, principally Closed Block................           80.9              53.1              93.1    
                                                    -----------------  ----------------  -----------------
      Total........................................          985.8             442.5             740.1    
  Amounts of unrealized investment gains                                                                  
    attributable to:                                                                                      
      Participating group annuity contracts........          (19.0)            (72.2)            (72.2)   
      DAC..........................................         (141.0)            (52.0)            (94.3)   
      Deferred Federal income taxes................         (292.2)           (128.4)           (177.1)   
                                                    -----------------  ----------------  -----------------
Total..............................................  $       533.6      $      189.9      $      396.5    
                                                    =================  ================  =================

6)      CLOSED BLOCK                                                            

Summarized financial information for the Closed Block follows:  

                                                        [Enlarge/Download Table]


                                                                                  December 31,              
                                                                      --------------------------------------
                                                                            1997                 1996       
                                                                      -----------------    -----------------
                                                                                  (In Millions)             
                                                                                                            
Assets                                                                                                      
Fixed Maturities:                                                                                           
  Available for sale, at estimated fair value (amortized cost,                                              
    $4,059.4 and $3,820.7)...........................................  $    4,231.0         $    3,889.5    
Mortgage loans on real estate........................................       1,341.6              1,380.7    
Policy loans.........................................................       1,700.2              1,765.9    
Cash and other invested assets.......................................         282.7                336.1    
DAC..................................................................         775.2                876.5    
Other assets.........................................................         235.9                246.3    
                                                                      -----------------    -----------------
Total Assets.........................................................  $    8,566.6         $    8,495.0    
                                                                      =================    =================

Liabilities                                                                                                 
Future policy benefits and policyholders' account balances...........  $    8,993.2         $    8,999.7    
Other liabilities....................................................          80.5                 91.6    
                                                                      -----------------    -----------------
Total Liabilities....................................................  $    9,073.7         $    9,091.3    
                                                                      =================    =================

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                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Revenues                                                                                                  
Premiums and other revenue.........................  $       687.1      $      724.8      $      753.4    
Investment income (net of investment                                                                      
  expenses of $27.0, $27.3 and $26.7)..............          574.9             546.6             538.9    
Investment losses, net.............................          (42.4)             (5.5)            (20.2)   
                                                    -----------------  ----------------  -----------------
      Total revenues...............................        1,219.6           1,265.9           1,272.1    
                                                    -----------------  ----------------  -----------------

Benefits and Other Deductions                                                                             
Policyholders' benefits and dividends..............        1,066.7           1,106.3           1,077.6    
Other operating costs and expenses.................           50.4              34.6              51.3    
                                                    -----------------  ----------------  -----------------
      Total benefits and other deductions..........        1,117.1           1,140.9           1,128.9    
                                                    -----------------  ----------------  -----------------

Contribution from the Closed Block.................  $       102.5      $      125.0      $      143.2    
                                                    =================  ================  =================

        At December 31, 1997 and 1996, problem mortgage loans on real estate had
        an amortized  cost of $8.1 million and $4.3 million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had an amortized cost of $70.5 million and $114.2 million,
        respectively.  At December 31, 1996, the restructured  mortgage loans on
        real estate  amount  included $.7 million of problem  mortgage  loans on
real estate.                                                    

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
related provision for losses were as follows:                   

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Impaired mortgage loans with provision for losses......................  $       109.1      $       128.1   
Impaired mortgage loans without provision for losses...................             .6                 .6   
                                                                        ----------------   -----------------
Recorded investment in impaired mortgages..............................          109.7              128.7   
Provision for losses...................................................          (17.4)             (12.9)  
                                                                        ----------------   -----------------
Net Impaired Mortgage Loans............................................  $        92.3      $       115.8   
                                                                        ================   =================

        During  1997,  1996  and  1995,  the  Closed  Block's  average  recorded
        investment in impaired mortgage loans was $110.2 million, $153.8 million
        and $146.9 million,  respectively.  Interest income  recognized on these
        impaired  mortgage  loans totaled $9.4  million,  $10.9 million and $5.9
        million  ($4.1  million,  $4.7 million and $1.3 million  recognized on a
cash basis) for 1997, 1996 and 1995, respectively.              

        Valuation  allowances  amounted to $18.5  million  and $13.8  million on
        mortgage  loans on real  estate and $16.8  million  and $3.7  million on
        equity real estate at December  31, 1997 and 1996,  respectively.  As of
        January  1,  1996,  the  adoption  of  SFAS  No.  121  resulted  in  the
        recognition of impairment losses of $5.6 million on real estate held for
        production of income.  Writedowns of fixed  maturities  amounted to $3.5
        million,  $12.8  million  and $16.8  million  for  1997,  1996 and 1995,
        respectively  and  writedowns  of equity real estate  subsequent  to the
adoption of SFAS No. 121 amounted to $28.8 million for 1997.    

        In the fourth quarter of 1997, $72.9 million  depreciated cost of equity
        real estate held for  production  of income was  reclassified  to equity
        real estate held for sale.  Additions to valuation  allowances  of $15.4
        million were recorded upon these transfers.  Additionally, in the fourth
        quarter,  $28.8 million of writedowns on real estate held for production
of income were recorded.                                        

        Many  expenses  related  to  Closed  Block  operations  are  charged  to
        operations  outside of the Closed Block;  accordingly,  the contribution
        from the Closed Block does not represent the actual profitability of the
        Closed Block  operations.  Operating  costs and expenses  outside of the
        Closed Block are, therefore, disproportionate to the business outside of
the Closed Block.                                               

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7)     DISCONTINUED OPERATIONS                                                

     Summarized financial information for discontinued operations follows:

                                                        [Enlarge/Download Table]


                                                                                  December 31,              
                                                                      --------------------------------------
                                                                            1997                 1996       
                                                                      -----------------    -----------------
                                                                                  (In Millions)             

                                                                                                            
Assets                                                                                                      
Mortgage loans on real estate........................................  $      655.5         $    1,111.1    
Equity real estate...................................................         655.6                925.6    
Other equity investments.............................................         209.3                300.5    
Short-term investments...............................................         102.0                 63.2    
Other invested assets................................................          41.9                 50.9    
                                                                      -----------------    -----------------
  Total investments..................................................       1,664.3              2,451.3    
Cash and cash equivalents............................................         106.8                 42.6    
Other assets.........................................................         253.9                242.9    
                                                                      -----------------    -----------------
Total Assets.........................................................  $    2,025.0         $    2,736.8    
                                                                      =================    =================

Liabilities                                                                                                 
Policyholders' liabilities...........................................  $    1,048.3         $    1,335.9    
Allowance for future losses..........................................         259.2                262.0    
Amounts due to continuing operations.................................         572.8                996.2    
Other liabilities....................................................         144.7                142.7    
                                                                      -----------------    -----------------
Total Liabilities....................................................  $    2,025.0         $    2,736.8    
                                                                      =================    =================

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Revenues                                                                                                  
Investment income (net of investment                                                                      
  expenses of $97.3, $127.5 and $153.1)............  $       188.6      $      245.4      $      323.6    
Investment losses, net.............................         (173.7)            (18.9)            (22.9)   
Policy fees, premiums and other income.............             .2                .2                .7    
                                                    -----------------  ----------------  -----------------
Total revenues.....................................           15.1             226.7             301.4    

Benefits and other deductions......................          169.5             250.4             326.5    
Losses charged to allowance for future losses......         (154.4)            (23.7)            (25.1)   
                                                    -----------------  ----------------  -----------------
Pre-tax loss from operations.......................            -                 -                 -      
Pre-tax loss from strengthening of the                                                                    
  allowance for future losses......................         (134.1)           (129.0)              -      
Federal income tax benefit.........................           46.9              45.2               -      
                                                    -----------------  ----------------  -----------------
Loss from Discontinued Operations..................  $       (87.2)     $      (83.8)     $        -      
                                                    =================  ================  =================

        The Company's  quarterly process for evaluating the allowance for future
        losses  applies  the  current   period's  results  of  the  discontinued
        operations  against  the  allowance,  re-estimates  future  losses,  and
        adjusts the  allowance,  if  appropriate.  Additionally,  as part of the
        Company's  annual  planning  process  which  takes  place in the  fourth
        quarter of each year,  investment and benefit cash flow  projections are
        prepared.  These updated  assumptions and estimates resulted in the need
to strengthen the allowance in 1997 and 1996, respectively.     

        In the fourth quarter of 1997, $329.9 million depreciated cost of equity
        real estate was reclassified from equity real estate held for production
        of  income  to  real  estate  held  for  sale.  Additions  to  valuation
        allowances  of $79.8  million  were  recognized  upon  these  transfers.
        Additionally,  in the fourth quarter, $92.5 million of writedown on real
estate held for production of income were recognized.           

        Benefits and other deductions includes $53.3 million, $114.3 million and
        $154.6  million of interest  expense  related to amounts  borrowed  from
continuing operations in 1997, 1996 and 1995, respectively.     

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        Valuation  allowances  amounted  to $28.4  million  and $9.0  million on
        mortgage  loans on real estate and $88.4  million  and $20.4  million on
        equity real estate at December  31, 1997 and 1996,  respectively.  As of
        January 1, 1996,  the  adoption of SFAS No. 121 resulted in a release of
        existing valuation allowances of $71.9 million on equity real estate and
        recognition  of  impairment  losses of $69.8 million on real estate held
        for production of income. Writedowns of equity real estate subsequent to
        the adoption of SFAS No. 121 amounted to $95.7 million and $12.3 million
for 1997 and 1996, respectively.                                

        At December 31, 1997 and 1996, problem mortgage loans on real estate had
        amortized  costs of $11.0  million and $7.9 million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had amortized  costs of $109.4 million and $208.1 million,
respectively.                                                   

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
related provision for losses were as follows:                   

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            

                                                                                                            
Impaired mortgage loans with provision for losses......................  $       101.8      $        83.5   
Impaired mortgage loans without provision for losses...................             .2               15.0   
                                                                        ----------------   -----------------
Recorded investment in impaired mortgages..............................          102.0               98.5   
Provision for losses...................................................          (27.3)              (8.8)  
                                                                        ----------------   -----------------
Net Impaired Mortgage Loans............................................  $        74.7      $        89.7   
                                                                        ================   =================

        During  1997,  1996  and  1995,  the  discontinued  operations'  average
        recorded investment in impaired mortgage loans was $89.2 million, $134.8
        million and $177.4 million, respectively.  Interest income recognized on
        these impaired  mortgage  loans totaled $6.6 million,  $10.1 million and
        $4.5 million ($5.3 million, $7.5 million and $.4 million recognized on a
cash basis) for 1997, 1996 and 1995, respectively.              

        At December  31, 1997 and 1996,  discontinued  operations  had  carrying
        values of $156.2  million  and  $263.0  million,  respectively,  of real
estate acquired in satisfaction of debt.                        

8)      SHORT-TERM AND LONG-TERM DEBT                                           

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

                                                        [Enlarge/Download Table]


                                                                                  December 31,              
                                                                      --------------------------------------
                                                                            1997                 1996       
                                                                      -----------------    -----------------
                                                                                  (In Millions)             
                                                                                                            
Short-term debt......................................................  $      422.2         $      174.1    
                                                                      -----------------    -----------------
Long-term debt:                                                                                             
Equitable Life:                                                                                             
  6.95% surplus notes scheduled to mature 2005.......................         399.4                399.4    
  7.70% surplus notes scheduled to mature 2015.......................         199.7                199.6    
  Other..............................................................            .3                   .5    
                                                                      -----------------    -----------------
      Total Equitable Life...........................................         599.4                599.5    
                                                                      -----------------    -----------------
Wholly Owned and Joint Venture Real Estate:                                                                 
  Mortgage notes, 5.87% - 12.00% due through 2006....................         951.1                968.6    
                                                                      -----------------    -----------------
Alliance:                                                                                                   
  Other..............................................................          18.5                 24.7    
                                                                      -----------------    -----------------
Total long-term debt.................................................       1,569.0              1,592.8    
                                                                      -----------------    -----------------

Total Short-term and Long-term Debt..................................  $    1,991.2         $    1,766.9    
                                                                      =================    =================

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Short-term Debt                                                 

        Equitable  Life has a $350.0 million bank credit  facility  available to
        fund  short-term  working capital needs and to facilitate the securities
        settlement  process.  The  credit  facility  consists  of two  types  of
        borrowing  options with varying interest rates and expires in June 2000.
        The interest rates are based on external  indices  dependent on the type
        of borrowing  and at December 31, 1997 range from 5.88% to 8.50%.  There
        were no  borrowings  outstanding  under  this bank  credit  facility  at
December 31, 1997.                                              

        Equitable  Life has a  commercial  paper  program with an issue limit of
        $500.0 million. This program is available for general corporate purposes
        used to support  Equitable  Life's  liquidity  needs and is supported by
        Equitable  Life's  existing  $350.0  million  bank credit  facility.  At
    December 31, 1997, $50.0 million was outstanding under this program.

        During 1996,  Alliance entered into a $250.0 million five-year revolving
        credit facility with a group of banks. Under the facility,  the interest
        rate, at the option of Alliance, is a floating rate generally based upon
        a defined  prime rate,  a rate related to the London  Interbank  Offered
        Rate  ("LIBOR") or the Federal  funds rate. A facility fee is payable on
        the  total  facility.  The  revolving  credit  facility  will be used to
        provide back-up liquidity for Alliance's $250.0 million commercial paper
        program, to fund commission payments to financial intermediaries for the
        sale of Class B and C shares under Alliance's  mutual fund  distribution
        system, and for general working capital purposes.  At December 31, 1997,
        Alliance had $72.0 million in  commercial  paper  outstanding  and there
were no borrowings under the revolving credit facility.         

Long-term Debt                                                  

        Several of the long-term  debt  agreements  have  restrictive  covenants
        related  to the total  amount of debt,  net  tangible  assets  and other
matters. The Company is in compliance with all debt covenants.  

        On December 18, 1995,  Equitable Life issued, in accordance with Section
        1307 of the New York  Insurance  Law,  $400.0  million of surplus  notes
        having an interest rate of 6.95%  scheduled to mature in 2005 and $200.0
        million of surplus notes having an interest  rate of 7.70%  scheduled to
        mature  in 2015  (together,  the  "Surplus  Notes").  Proceeds  from the
        issuance  of the  Surplus  Notes  were  $596.6  million,  net of related
        issuance  costs.  Payments of interest on, or principal  of, the Surplus
Notes are subject to prior approval by the Superintendent.      

        The Company has pledged real estate, mortgage loans, cash and securities
        amounting to $1,164.0  million and $1,406.4 million at December 31, 1997
 and 1996, respectively, as collateral for certain long-term debt.

        At December 31, 1997,  aggregate  maturities of the long-term debt based
        on required  principal  payments at maturity for 1998 and the succeeding
        four  years are $565.8  million,  $201.4  million,  $8.6  million,  $1.7
      million and $1.8 million, respectively, and $790.6 million thereafter.

9)     FEDERAL INCOME TAXES                                                   

        A  summary  of the  Federal  income  tax  expense  in  the  consolidated
statements of earnings is shown below:                          

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Federal income tax expense (benefit):                                                                     
  Current..........................................  $       186.5      $       97.9      $      (11.7)   
  Deferred.........................................          (95.0)            (88.2)            132.2    
                                                    -----------------  ----------------  -----------------
Total..............................................  $        91.5      $        9.7      $      120.5    
                                                    =================  ================  =================

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        The Federal income taxes  attributable  to  consolidated  operations are
        different from the amounts determined by multiplying the earnings before
        Federal  income  taxes and  minority  interest by the  expected  Federal
        income  tax  rate of 35%.  The  sources  of the  difference  and the tax
effects of each are as follows:                                 

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Expected Federal income tax expense................  $       234.7      $       73.0      $      173.7    
Non-taxable minority interest......................          (38.0)            (28.6)            (22.0)   
Adjustment of tax audit reserves...................          (81.7)              6.9               4.1    
Equity in unconsolidated subsidiaries..............          (45.1)            (32.3)            (19.4)   
Other..............................................           21.6              (9.3)            (15.9)   
                                                    -----------------  ----------------  -----------------
Federal Income Tax Expense.........................  $        91.5      $        9.7      $      120.5    
                                                    =================  ================  =================

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

                                                        [Enlarge/Download Table]

                                               December 31, 1997                  December 31, 1996         
                                        ---------------------------------  ---------------------------------
                                            Assets         Liabilities         Assets         Liabilities   
                                        ---------------  ----------------  ---------------   ---------------
                                                                   (In Millions)                            

                                                                                                            
Compensation and related benefits......  $     257.9      $        -        $      259.2      $       -     
Other..................................         30.7               -                 -                1.8   
DAC, reserves and reinsurance..........          -               222.8               -              166.0   
Investments............................          -               405.7               -              328.6   
                                        ---------------  ----------------  ---------------   ---------------
Total..................................  $     288.6      $      628.5      $      259.2      $     496.4   
                                        ===============  ================  ===============   ===============

        The deferred Federal income taxes impacting  operations  reflect the net
        tax effects of temporary  differences  between the  carrying  amounts of
        assets and liabilities for financial  reporting purposes and the amounts
        used for income tax purposes. The sources of these temporary differences
and the tax effects of each are as follows:                     

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
DAC, reserves and reinsurance......................  $        46.2      $     (156.2)     $       63.3    
Investments........................................         (113.8)             78.6              13.0    
Compensation and related benefits..................            3.7              22.3              30.8    
Other..............................................          (31.1)            (32.9)             25.1    
                                                    -----------------  ----------------  -----------------
Deferred Federal Income Tax                                                                               
  (Benefit) Expense................................  $       (95.0)     $      (88.2)     $      132.2    
                                                    =================  ================  =================

        The Internal  Revenue Service (the "IRS") is in the process of examining
        the Company's consolidated Federal income tax returns for the years 1989
        through  1991.  Management  believes  these audits will have no material
adverse effect on the Company's results of operations.          

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10)     REINSURANCE AGREEMENTS                                                  

        The Insurance Group assumes and cedes  reinsurance  with other insurance
        companies.  The Insurance Group evaluates the financial condition of its
        reinsurers to minimize its exposure to significant losses from reinsurer
        insolvencies. Ceded reinsurance does not relieve the originating insurer
        of  liability.  The  effect of  reinsurance  (excluding  group  life and
health) is summarized as follows:                               

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Direct premiums....................................  $       448.6      $      461.4      $      474.2    
Reinsurance assumed................................          198.3             177.5             171.3    
Reinsurance ceded..................................          (45.4)            (41.3)            (38.7)   
                                                    -----------------  ----------------  -----------------
Premiums...........................................  $       601.5      $      597.6      $      606.8    
                                                    =================  ================  =================

Universal Life and Investment-type Product                                                                
  Policy Fee Income Ceded..........................  $        61.0      $       48.2      $       44.0    
                                                    =================  ================  =================
Policyholders' Benefits Ceded......................  $        70.6      $       54.1      $       48.9    
                                                    =================  ================  =================
Interest Credited to Policyholders' Account                                                               
  Balances Ceded...................................  $        36.4      $       32.3      $       28.5    
                                                    =================  ================  =================

        Effective  January 1, 1994, all in force business above $5.0 million was
        reinsured.   During  1996,  the  Company's   retention  limit  on  joint
        survivorship  policies was  increased to $15.0  million.  The  Insurance
        Group also reinsures the entire risk on certain substandard underwriting
risks as well as in certain other cases.                        

        The Insurance  Group cedes 100% of its group life and health business to
        a third party  insurance  company.  Premiums ceded totaled $1.6 million,
        $2.4 million and $260.6 million for 1997,  1996 and 1995,  respectively.
        Ceded death and disability benefits totaled $4.3 million,  $21.2 million
        and $188.1  million  for 1997,  1996 and 1995,  respectively.  Insurance
        liabilities  ceded totaled $593.8 million and $652.4 million at December
31, 1997 and 1996, respectively.                                

11)     EMPLOYEE BENEFIT PLANS                                                  

        The Company sponsors  qualified and non-qualified  defined benefit plans
        covering   substantially  all  employees  (including  certain  qualified
        part-time employees), managers and certain agents. The pension plans are
        non-contributory.  Equitable Life's benefits are based on a cash balance
        formula or years of service  and final  average  earnings,  if  greater,
        under certain grandfathering rules in the plans. Alliance's benefits are
        based on years of  credited  service,  average  final  base  salary  and
        primary social  security  benefits.  The Company's  funding policy is to
        make the minimum contribution required by the Employee Retirement Income
Security Act of 1974 ("ERISA").                                 

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

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Service cost.......................................  $        32.5      $       33.8      $       30.0    
Interest cost on projected benefit obligations.....          128.2             120.8             122.0    
Actual return on assets............................         (307.6)           (181.4)           (309.2)   
Net amortization and deferrals.....................          166.6              43.4             155.6    
                                                    -----------------  ----------------  -----------------
Net Periodic Pension Cost (Credit).................  $        19.7      $       16.6      $       (1.6)   
                                                    =================  ================  =================

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

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Actuarial present value of obligations:                                                                     
  Vested...............................................................  $    1,702.6       $    1,672.2    
  Non-vested...........................................................           3.9               10.1    
                                                                        ----------------   -----------------
Accumulated Benefit Obligation.........................................  $    1,706.5       $    1,682.3    
                                                                        ================   =================

Plan assets at fair value..............................................  $    1,867.4       $    1,626.0    
Projected benefit obligations..........................................       1,801.3            1,765.5    
                                                                        ----------------   -----------------
Projected benefit obligations (in excess of) or less than plan assets..          66.1             (139.5)   
Unrecognized prior service cost........................................          (9.9)             (17.9)   
Unrecognized net loss from past experience different                                                        
  from that assumed....................................................          95.0              280.0    
Unrecognized net asset at transition...................................           3.1                4.7    
Additional minimum liability...........................................           -                (19.3)   
                                                                        ----------------   -----------------
Prepaid  Pension Cost..................................................  $      154.3       $      108.0    
                                                                        ================   =================

        The  discount  rate and rate of increase in future  compensation  levels
        used in  determining  the actuarial  present value of projected  benefit
        obligations were 7.25% and 4.07%, respectively, at December 31, 1997 and
        7.5% and 4.25%,  respectively,  at December 31,  1996.  As of January 1,
        1997 and 1996,  the expected  long-term rate of return on assets for the
retirement plan was 10.25%.                                     

        The  Company  recorded,  as a  reduction  of  shareholders'  equity,  an
        additional minimum pension liability of $17.3 million and $12.9 million,
        net  of  Federal   income   taxes,   at  December  31,  1997  and  1996,
        respectively,  primarily  representing  the  excess  of the  accumulated
        benefit  obligation  of the  qualified  pension  plan  over the  accrued
liability.                                                      

        The  pension  plan's  assets  include   corporate  and  government  debt
        securities,  equity  securities,  equity real estate and shares of group
trusts managed by Alliance.                                     

        Prior to 1987, the qualified plan funded participants'  benefits through
        the purchase of non-participating annuity contracts from Equitable Life.
        Benefit payments under these contracts were approximately $33.2 million,
      $34.7 million and $36.4 million for 1997, 1996 and 1995, respectively.

        The  Company  provides  certain  medical  and  life  insurance  benefits
        (collectively,  "postretirement  benefits")  for  qualifying  employees,
        managers and agents  retiring from the Company (i) on or after attaining
        age 55 who  have at  least  10  years  of  service  or (ii) on or  after
        attaining  age 65 or (iii) whose jobs have been  abolished  and who have
        attained age 50 with 20 years of service.  The life  insurance  benefits
        are related to age and salary at retirement. The costs of postretirement
        benefits are  recognized in accordance  with the  provisions of SFAS No.
        106. The Company  continues to fund  postretirement  benefits costs on a
        pay-as-you-go  basis and,  for 1997,  1996 and 1995,  the  Company  made
        estimated  postretirement  benefits  payments  of $18.7  million,  $18.9
million and $31.1 million, respectively.                        

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        The  following  table  sets  forth the  postretirement  benefits  plan's
        status,  reconciled to amounts recognized in the Company's  consolidated
financial statements:                                           

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Service cost.......................................  $         4.5      $        5.3      $        4.0    
Interest cost on accumulated postretirement                                                               
  benefits obligation..............................           34.7              34.6              34.7    
Net amortization and deferrals.....................            1.9               2.4              (2.3)   
                                                    -----------------  ----------------  -----------------
Net Periodic Postretirement Benefits Costs.........  $        41.1      $       42.3      $       36.4    
                                                    =================  ================  =================

                                                        [Enlarge/Download Table]

                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Accumulated postretirement benefits obligation:                                                             
  Retirees.............................................................  $      388.5       $      381.8    
  Fully eligible active plan participants..............................          45.7               50.7    
  Other active plan participants.......................................          56.6               60.7    
                                                                        ----------------   -----------------
                                                                                490.8              493.2    
Unrecognized prior service cost........................................          40.3               50.5    
Unrecognized net loss from past experience different                                                        
  from that assumed and from changes in assumptions....................        (140.6)            (150.5)   
                                                                        ----------------   -----------------
Accrued Postretirement Benefits Cost...................................  $      390.5       $      393.2    
                                                                        ================   =================

        Since January 1, 1994,  costs to the Company for providing these medical
        benefits  available  to  retirees  under  age 65 are the  same as  those
        offered to active  employees and costs to the Company of providing these
        medical  benefits  will  be  limited  to  200%  of  1993  costs  for all
participants.                                                   

        The  assumed   health  care  cost  trend  rate  used  in  measuring  the
        accumulated  postretirement  benefits  obligation  was  8.75%  in  1997,
        gradually  declining  to 2.75% in the  year  2009 and in 1996 was  9.5%,
        gradually  declining to 3.5% in the year 2009. The discount rate used in
        determining the accumulated postretirement benefits obligation was 7.25%
and 7.50% at December 31, 1997 and 1996, respectively.          

        If the health care cost trend rate assumptions were increased by 1%, the
        accumulated  postretirement  benefits obligation as of December 31, 1997
        would be  increased  7%.  The  effect  of this  change on the sum of the
service cost and interest cost would be an increase of 8%.      

12)     DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS                     

Derivatives                                                     

        The Insurance Group primarily uses derivatives for asset/liability  risk
        management and for hedging individual securities. Derivatives mainly are
        utilized to reduce the  Insurance  Group's  exposure  to  interest  rate
        fluctuations.  Accounting for interest rate swap  transactions  is on an
        accrual   basis.   Gains  and  losses  related  to  interest  rate  swap
        transactions are amortized as yield  adjustments over the remaining life
        of the underlying  hedged  security.  Income and expense  resulting from
        interest rate swap  activities are reflected in net  investment  income.
        The  notional  amount of  matched  interest  rate swaps  outstanding  at
        December  31,  1997 and 1996,  respectively,  was  $1,353.4  million and
        $649.9 million.  The average unexpired terms at December 31, 1997 ranged
        from 1.5 to 3.8 years.  At December  31, 1997,  the cost of  terminating
        outstanding  matched  swaps in a loss position was $10.9 million and the
        unrealized  gain on  outstanding  matched  swaps in a gain  position was
        $38.9  million.  The  Company  has no  intention  of  terminating  these
        contracts  prior to  maturity.  During  1996 and 1995,  net gains of $.2
        million and $1.4 million, respectively, were recorded in connection with
        interest rate swap activity.  Equitable Life has implemented an interest
        rate cap program designed to hedge crediting rates on interest-sensitive
    individual annuities contracts. The outstanding notional  amounts at

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        December 31, 1997 of contracts  purchased and sold were $7,250.0 million
        and $875.0 million, respectively. The net premium paid by Equitable Life
        on these contracts was $48.5 million and is being amortized ratably over
        the  contract  periods  ranging  from 1 to 5 years.  Income and  expense
        resulting  from this program are  reflected as an adjustment to interest
credited to policyholders' account balances.                    

        Substantially  all of DLJ's  activities  related to derivatives  are, by
        their nature trading  activities  which are primarily for the purpose of
        customer accommodations.  DLJ enters into certain contractual agreements
        referred to as derivatives or  off-balance-sheet  financial  instruments
        involving  futures,  forwards and options.  DLJ's derivative  activities
        consist of writing  over-the-counter  ("OTC") options to accommodate its
        customer  needs,  trading in forward  contracts in U.S.  government  and
        agency  issued or  guaranteed  securities  and in futures  contracts  on
        equity-based  indices,  interest rate  instruments  and  currencies  and
        issuing   structured   products  based  on  emerging  market   financial
        instruments  and  indices.  DLJ's  involvement  in  swap  contracts  and
commodity derivative instruments is not significant.            

Fair Value of Financial Instruments                             

        The Company  defines  fair value as the quoted  market  prices for those
        instruments  that are  actively  traded in financial  markets.  In cases
        where quoted market prices are not available,  fair values are estimated
        using  present  value  or other  valuation  techniques.  The fair  value
        estimates  are made at a  specific  point in  time,  based on  available
        market  information  and  judgments  about  the  financial   instrument,
        including  estimates  of the timing and amount of  expected  future cash
        flows and the credit standing of  counterparties.  Such estimates do not
        reflect any premium or discount that could result from offering for sale
        at one time the  Company's  entire  holdings of a  particular  financial
        instrument,  nor do they consider the tax impact of the  realization  of
        unrealized  gains or losses.  In many  cases,  the fair value  estimates
        cannot be  substantiated by comparison to independent  markets,  nor can
        the  disclosed  value  be  realized  in  immediate   settlement  of  the
instrument.                                                     

        Certain  financial  instruments  are  excluded,  particularly  insurance
        liabilities  other than financial  guarantees and investment  contracts.
        Fair market  value of  off-balance-sheet  financial  instruments  of the
Insurance Group was not material at December 31, 1997 and 1996. 

        Fair  values  for  mortgage  loans  on  real  estate  are  estimated  by
        discounting  future contractual cash flows using interest rates at which
        loans with similar  characteristics  and credit  quality  would be made.
        Fair values for foreclosed mortgage loans and problem mortgage loans are
        limited to the  estimated  fair value of the  underlying  collateral  if
lower.                                                          

        Fair values of policy loans are estimated by discounting  the face value
        of the  loans  from the time of the next  interest  rate  review  to the
        present,  at a rate equal to the excess of the current  estimated market
rates over the current interest rate charged on the loan.       

        The estimated fair values for the Company's  association plan contracts,
        supplementary contracts not involving life contingencies  ("SCNILC") and
        annuities  certain,   which  are  included  in  policyholders'   account
        balances,   and  guaranteed   interest  contracts  are  estimated  using
        projected cash flows  discounted at rates  reflecting  expected  current
offering rates.                                                 

        The  estimated  fair values for variable  deferred  annuities and single
        premium   deferred   annuities   ("SPDA"),   which   are   included   in
        policyholders'  account  balances,  are  estimated  by  discounting  the
        account  value back from the time of the next  crediting  rate review to
        the present,  at a rate equal to the excess of current  estimated market
rates offered on new policies over the current crediting rates. 

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        Fair values for long-term  debt is  determined  using  published  market
        values, where available,  or contractual cash flows discounted at market
        interest rates. The estimated fair values for non-recourse mortgage debt
        are  determined by  discounting  contractual  cash flows at a rate which
        takes  into  account  the level of  current  market  interest  rates and
        collateral  risk. The estimated  fair values for recourse  mortgage debt
        are  determined by  discounting  contractual  cash flows at a rate based
        upon  current  interest  rates of other  companies  with credit  ratings
        similar to the  Company.  The  Company's  carrying  value of  short-term
borrowings approximates their estimated fair value.             

        The following  table  discloses  carrying value and estimated fair value
      for financial instruments not otherwise disclosed in Notes 3, 6 and 7:

                                                        [Enlarge/Download Table]

                                                                   December 31,                             
                                        --------------------------------------------------------------------
                                                      1997                               1996               
                                        ---------------------------------  ---------------------------------
                                           Carrying         Estimated         Carrying         Estimated    
                                            Value          Fair Value          Value           Fair Value   
                                        ---------------  ----------------  ---------------   ---------------
                                                                   (In Millions)                            

                                                                                                            
Consolidated Financial Instruments:                                                                         
Mortgage loans on real estate..........  $    2,611.4     $     2,822.8     $     3,133.0     $    3,394.6  
Other limited partnership interests....         509.4             509.4             467.0            467.0  
Policy loans...........................       2,422.9           2,493.9           2,196.1          2,221.6  
Policyholders' account balances -                                                                           
  investment contracts.................      12,611.0          12,714.0          12,908.7         12,992.2  
Long-term debt.........................       1,569.0           1,531.5           1,592.8          1,557.7  

Closed Block Financial Instruments:                                                                         
Mortgage loans on real estate..........       1,341.6           1,420.7           1,380.7          1,425.6  
Other equity investments...............          86.3              86.3             105.0            105.0  
Policy loans...........................       1,700.2           1,784.2           1,765.9          1,798.0  
SCNILC liability.......................          27.6              30.3              30.6             34.9  

Discontinued Operations Financial                                                                           
Instruments:                                                                                                
Mortgage loans on real estate..........         655.5             779.9           1,111.1          1,220.3  
Fixed maturities.......................          38.7              38.7              42.5             42.5  
Other equity investments...............         209.3             209.3             300.5            300.5  
Guaranteed interest contracts..........          37.0              34.0             290.7            300.5  
Long-term debt.........................         102.0             102.1             102.1            102.2  

13)     COMMITMENTS AND CONTINGENT LIABILITIES                                  

        The Company  has  provided,  from time to time,  certain  guarantees  or
        commitments  to  affiliates,  investors and others.  These  arrangements
        include commitments by the Company,  under certain  conditions:  to make
        capital  contributions of up to $202.6 million to affiliated real estate
        joint  ventures;  and to provide  equity  financing  to certain  limited
        partnerships of $362.1 million at December 31, 1997, under existing loan
or loan commitment agreements.                                  

        Equitable  Life  is the  obligor  under  certain  structured  settlement
        agreements  which  it  had  entered  into  with  unaffiliated  insurance
        companies  and  beneficiaries.  To satisfy its  obligations  under these
        agreements,  Equitable  Life owns  single  premium  annuities  issued by
        previously wholly owned life insurance subsidiaries.  Equitable Life has
        directed  payment  under  these  annuities  to be made  directly  to the
        beneficiaries under the structured settlement  agreements.  A contingent
        liability exists with respect to these agreements  should the previously
        wholly  owned   subsidiaries  be  unable  to  meet  their   obligations.
        Management  believes the satisfaction of those  obligations by Equitable
Life is remote.                                                 

        The Insurance  Group had $47.4 million of letters of credit  outstanding
at December 31, 1997.                                           

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14)     LITIGATION                                                              

        Equitable  Life recently  agreed to settle,  subject to court  approval,
        previously  disclosed  cases brought by persons  insured under  Lifetime
        Guaranteed   Renewable  Major  Medical  Insurance   Policies  issued  by
        Equitable  Life  (the  "Policies")  in New York  (Golomb  et al.  v. The
        Equitable Life  Assurance  Society of the United  States),  Pennsylvania
        (Malvin et al. v. The  Equitable  Life  Assurance  Society of the United
        States), Texas (Bowler et al. v. The Equitable Life Assurance Society of
        the United  States),  Florida  (Bachman v. The Equitable  Life Assurance
        Society of the United States) and California  (Fletcher v. The Equitable
        Life Assurance Society of the United States).  Plaintiffs in these cases
        claimed that Equitable Life's method for determining  premium  increases
        breached   the  terms  of  certain   forms  of  the   Policies  and  was
        misrepresented.  Plaintiffs  in Bowler and  Fletcher  also  claimed that
        Equitable Life  misrepresented to policyholders in Texas and California,
        respectively,  that  premium  increases  had been  approved by insurance
        departments  in those states and  determined  annual rate increases in a
        manner  that  discriminated  against  policyholders  in those  states in
        violation of the terms of the Policies, representations to policyholders
        and/or state law. The New York trial court  dismissed  the Golomb action
        with  prejudice  and  plaintiffs  appealed.   In  Bowler  and  Fletcher,
        Equitable  Life denied the material  allegations  of the  complaints and
        filed motions for summary  judgment which have been fully  briefed.  The
        Malvin action was stayed indefinitely pending the outcome of proceedings
        in Golomb and in Fletcher the magistrate  concluded that the case should
        be remanded to California  state court and Equitable  Life appealed that
        determination  to the district  judge.  On December 23, 1997,  Equitable
        Life  entered into a settlement  agreement,  subject to court  approval,
        which would result in the dismissal  with  prejudice of each of the five
        pending actions and the resolution of all similar claims on a nationwide
basis.                                                          

        The settlement agreement provides for the creation of a nationwide class
        consisting of all persons holding,  and paying premiums on, the Policies
        at any time since January 1, 1988. An amended complaint will be filed in
        the federal  district court in Tampa,  Florida (where the Florida action
        is pending), that would assert claims of the kind previously made in the
        cases described above on a nationwide  basis, on behalf of policyholders
        in the nationwide class, which consists of approximately  127,000 former
        and current policyholders. If the settlement is approved, Equitable Life
        would pay  $14,166,000  in  exchange  for release of all claims for past
        damages on claims of the type described in the five pending  actions and
        the amended  complaint.  Costs of  administering  the settlement and any
        attorneys'  fees awarded by the court to  plaintiffs'  counsel  would be
        deducted from this fund before distribution of the balance to the class.
        In addition to this payment,  Equitable  Life will provide future relief
        to current  holders of certain  forms of the  Policies in the form of an
        agreement  to be  embodied  in the  court's  judgment,  restricting  the
        premium  increases  Equitable  Life can seek on  these  Policies  in the
        future.  The parties estimate the present value of these restrictions at
        $23,333,000, before deduction of any attorneys' fees that may be awarded
        by the court.  The estimate is based on assumptions  about future events
        that cannot be predicted with certainty and accordingly the actual value
        of the future relief may differ.  The parties to the settlement  shortly
        will be asking the court to approve  preliminarily  the  settlement  and
        settlement class and to permit  distribution of notice of the settlement
        to policyholders, establish procedures for objections, an opportunity to
        opt out of the  settlements  as it  affects  past  damages,  and a court
        hearing on whether the settlement should be finally approved.  Equitable
        Life cannot predict whether the settlement will be approved or, if it is
        not  approved,  the  outcome  of  the  pending  litigations.  As  noted,
        proceedings in Malvin were stayed indefinitely; proceedings in the other
        actions  have been  stayed or  deferred to  accommodate  the  settlement
approval process.                                               

        A number of lawsuits have been filed against life and health insurers in
        the  jurisdictions  in  which  Equitable  Life and its  subsidiaries  do
        business involving insurers' sales practices,  alleged agent misconduct,
        alleged failure to properly supervise agents, and other matters. Some of
        the lawsuits have resulted in the award of substantial judgments against
        other insurers,  including  material amounts of punitive damages,  or in
        substantial  settlements.   In  some  states,  juries  have  substantial
        discretion  in awarding  punitive  damages.  Equitable  Life,  Equitable
        Variable  Life  Insurance  Company  ("EVLICO,"  which  was  merged  into
        Equitable Life effective January 1, 1997, but whose existence  continues
        for certain limited  purposes,  including the defense of litigation) and
        The  Equitable of  Colorado,  Inc.  ("EOC"),  like other life and health
        insurers,  from  time to time are  involved  in such  litigation.  Among
        litigations  pending against  Equitable Life, EVLICO and EOC of the type
        referred  to in this  paragraph  are the  litigations  described  in the
following seven paragraphs.                                     

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        An action was instituted on April 6, 1995 against Equitable Life and its
        wholly owned subsidiary,  EOC, in New York state court,  entitled Sidney
        C. Cole, et al. v. The Equitable  Life  Assurance  Society of the United
        States and The Equitable of Colorado,  Inc. The action is brought by the
        holders of a joint  survivorship  whole life policy  issued by EOC.  The
        action purports to be on behalf of a class consisting of all persons who
        from January 1, 1984 purchased life insurance policies sold by Equitable
        Life and EOC based upon allegedly uniform sales presentations and policy
        illustrations.  The  complaint  puts  in  issue  various  alleged  sales
        practices that plaintiffs assert, among other things, misrepresented the
        stated  number of years that the annual  premium  would need to be paid.
        Plaintiffs  seek  damages  in an  unspecified  amount,  imposition  of a
        constructive  trust,  and  seek to  enjoin  Equitable  Life and EOC from
        engaging in the  challenged  sales  practices.  In June 1996,  the Court
        issued a decision and order dismissing with prejudice plaintiffs' causes
        of action for  fraud,  constructive  fraud,  breach of  fiduciary  duty,
        negligence,  and unjust  enrichment,  and dismissing  without  prejudice
        plaintiffs' cause of action under the New York State consumer protection
        statute.  The only remaining causes of action are for breach of contract
        and negligent  misrepresentation.  In April 1997,  plaintiffs noticed an
        appeal from the court's June 1996 order.  Subsequently,  Equitable  Life
        and EOC noticed a cross-appeal  from so much of the June 1996 order that
        denied their motion to dismiss.  Briefing on the appeals is scheduled to
        begin on  February  23,  1998.  In June  1997,  plaintiffs  filed  their
        memorandum  of law and  affidavits  in support of their motion for class
        certification.  That memorandum states that plaintiffs seek to certify a
        class  solely  on their  breach  of  contract  claims,  and not on their
        negligent   misrepresentation  claim.  Plaintiffs'  class  certification
        motion  has been fully  briefed by the  parties  and is sub  judice.  In
        August  1997,   Equitable  Life  and  EOC  moved  for  summary  judgment
        dismissing  plaintiffs'  remaining  claims  of breach  of  contract  and
        negligent  misrepresentation.  Defendants'  summary  judgment motion has
        been fully briefed by the parties. On January 5, 1998,  plaintiffs filed
a note of issue (placing the case on the trial calendar).       

        On May 21,  1996,  an  action  entitled  Elton  F.  Duncan,  III v.  The
        Equitable  Life  Assurance  Society of the United  States was  commenced
        against  Equitable  Life in the Civil  District  Court for the Parish of
        Orleans,  State of Louisiana.  The action  originally  was brought by an
        individual  who  purchased a whole life policy  from  Equitable  Life in
        1989.  In September  1997,  with leave of the court,  plaintiff  filed a
        second amended  petition naming six additional  policyholder  plaintiffs
        and  three  new  sales  agent  defendants.  The  sole  named  individual
        defendant in the  original  petition is also named as a defendant in the
        second  amended  petition.  Plaintiffs  purport  to  represent  a  class
        consisting  of all persons who  purchased  whole life or universal  life
        insurance policies from Equitable Life from January 1, 1981 through July
        22,  1992.   Plaintiffs   allege   improper  sales  practices  based  on
        allegations  of  misrepresentations   concerning  one  or  more  of  the
        following:  the number of years that  premiums  would need to be paid; a
        policy's suitability as an investment vehicle; and the extent to which a
        policy  was  a  proper  replacement  policy.  Plaintiffs  seek  damages,
        including punitive damages,  in an unspecified  amount. In October 1997,
        Equitable  Life filed (i)  exceptions  to the second  amended  petition,
        asserting  deficiencies  in pleading of venue and vagueness;  and (ii) a
        motion to strike  certain  allegations.  On January 23, 1998,  the court
        heard  argument on  Equitable  Life's  exceptions  and motion to strike.
        Those  motions  are sub  judice.  Motion  practice  regarding  discovery
continues.                                                      

        On July 26,  1996,  an action  entitled  Michael  Bradley  v.  Equitable
        Variable Life  Insurance  Company was commenced in New York state court,
        Kings  County.  The action is  brought by the holder of a variable  life
        insurance policy issued by EVLICO. The plaintiff purports to represent a
        class  consisting  of all persons or entities who  purchased one or more
        life  insurance  policies  issued by EVLICO  from  January 1, 1980.  The
        complaint  puts at issue  various  alleged  sales  practices and alleges
        misrepresentations  concerning  the  extent  to which the  policy  was a
        proper  replacement  policy  and the  number  of years  that the  annual
        premium  would  need to be  paid.  Plaintiff  seeks  damages,  including
        punitive  damages,  in an unspecified  amount and also seeks  injunctive
        relief  prohibiting  EVLICO from canceling  policies for failure to make
        premium  payments  beyond the  alleged  stated  number of years that the
        annual  premium would need to be paid.  EVLICO  answered the  complaint,
        denying the material  allegations.  In September  1996,  Equitable Life,
        EVLICO  and EOC made a motion to have this  proceeding  moved from Kings
        County Supreme Court to New York County for joint trial or consolidation
        with the Cole  action.  The  motion  was  denied by the Court in Cole in
        January 1997.  Plaintiff  then moved for  certification  of a nationwide
        class  consisting of all persons or entities who, since January 1, 1980,
        were   sold   one   or   more   life   insurance   products   based   on
        misrepresentations  as to the number of years  that the  annual  premium
        would need to be paid,  and/or who were  allegedly  induced to  purchase
        additional  policies  from EVLICO  using the cash value  accumulated  in
        existing  policies.  Defendants have opposed this motion.  Discovery and
        briefing  regarding  plaintiff's  motion  for  class  certification  are
ongoing.                                                        

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        On  December  12,  1996,  an action  entitled  Robert  E.  Dillon v. The
        Equitable Life Assurance  Society of the United States and The Equitable
        of Colorado,  was commenced in the United States  District Court for the
        Southern District of Florida. The action is brought by an individual who
        purchased a joint whole life policy from EOC in 1988. The complaint puts
        in issue various alleged sales practices and alleges  misrepresentations
        concerning the alleged  impropriety of  replacement  policies  issued by
        Equitable  Life and EOC and  alleged  misrepresentations  regarding  the
        number  of  years  premiums  would  have to be  paid on the  defendants'
        policies.  Plaintiff  alleges  claims  for  breach of  contract,  fraud,
        negligent  misrepresentation,  money had and received, unjust enrichment
        and imposition of a constructive trust.  Plaintiff purports to represent
        two classes of persons.  The first is a "contract class,"  consisting of
        all persons who purchased  whole or universal  life  insurance  policies
        from  Equitable  Life and EOC and from whom  Equitable Life and EOC have
        sought additional payments beyond the number of years allegedly promised
        by Equitable Life and EOC. The second is a "fraud class,"  consisting of
        all persons with an interest in policies  issued by  Equitable  Life and
        EOC at any time since  October 1, 1986.  Plaintiff  seeks  damages in an
        unspecified amount, and also seeks injunctive relief attaching Equitable
        Life's and EOC's  profits from their  alleged  sales  practices.  In May
        1997, plaintiff served a motion for class  certification.  In July 1997,
        the parties  submitted  to the Court a joint  scheduling  report,  joint
        scheduling order and a confidentiality  stipulation and order. The Court
        signed the latter stipulation, and the others remain sub judice. Further
        briefing on plaintiff's class certification motion will await entry of a
        scheduling order and further class  certification  discovery,  which has
        commenced and is on-going.  In January 1998,  the judge  assigned to the
        case recused  himself,  and the case was  reassigned.  Defendants are to
serve their answer in February 1998.                            

        On January 3, 1996, an amended complaint was filed in an action entitled
        Frank Franze Jr. and George  Busher,  individually  and on behalf of all
        others similarly situated v. The Equitable Life Assurance Society of the
        United  States,  and Equitable  Variable  Life  Insurance  Company,  No.
        94-2036 in the United States District Court for the Southern District of
        Florida.  The  action  was  brought  by two  individuals  who  purchased
        variable life insurance policies.  The plaintiffs purport to represent a
        nationwide class  consisting of all persons who purchased  variable life
        insurance  policies from Equitable  Life and EVLICO since  September 30,
        1991. The amended  complaint  alleges that Equitable Life's and EVLICO's
        agents were  trained not to disclose  fully that the product  being sold
        was  life  insurance.   Plaintiffs  allege  violations  of  the  Federal
        securities  laws and seek  rescission of the  contracts or  compensatory
        damages and attorneys' fees and expenses. Equitable Life and EVLICO have
        answered the amended  complaint,  denying the material  allegations  and
        asserting  certain  affirmative  defenses.   Motion  practice  regarding
discovery continues.                                            

        On January 9, 1997, an action entitled Rosemarie Chaviano,  individually
        and on behalf of all others  similarly  situated v. The  Equitable  Life
        Assurance  Society of the United  States,  and  Equitable  Variable Life
        Insurance Company,  was filed in Massachusetts state court making claims
        similar to those in the Franze  action and  alleging  violations  of the
        Massachusetts  securities laws. The plaintiff  purports to represent all
        persons in Massachusetts who purchased variable life insurance contracts
        from Equitable Life and EVLICO from January 9, 1993 to the present.  The
        Massachusetts  action seeks  rescission of the contracts or compensatory
        damages,  attorneys'  fees,  expenses and injunctive  relief.  Plaintiff
        filed an amended  complaint in April 1997. In July 1997,  Equitable Life
        served a motion to dismiss the amended complaint or, in the alternative,
        for summary judgment.  On September 12, 1997,  plaintiff moved for class
        certification.  This motion is  scheduled  for  hearing on February  18,
1998.                                                           

        On September 11, 1997, an action entitled Pamela L. and James A. Luther,
        individually and as  representatives of all people similarly situated v.
        The Equitable Life Assurance Society of the United States, The Equitable
        Companies Incorporated, and Casey Cammack, individually and as agent for
        The  Equitable  Life  Assurance  Society  of the  United  States and The
        Equitable  Companies  Incorporated,  was filed in Texas state court. The
        action was brought by holders of a whole life policy and the beneficiary
        under that policy. Plaintiffs purport to represent a nationwide class of
        persons  having  an  ownership  or  beneficial  interest  in  whole  and
        universal  life policies  issued by Equitable  Life from January 1, 1982
        through  December 31, 1996.  Also  included in the  purported  class are
        persons  having an ownership  interest in variable  annuities  purchased
        from Equitable  Life from January 1, 1992 to the present.  The complaint
        puts  in  issue  the  allegations  that  uniform  sales   presentations,
        illustrations,   and   materials   that   Equitable   Life  agents  used
        misrepresented the stated number of years that premiums would need to be
      paid and misrepresented the extent to which the policies at issue were

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        proper  replacement  policies.  Plaintiffs  seek  compensatory  damages,
        attorneys' fees and expenses.  In October 1997,  Equitable Life served a
        general denial of the allegations  against it. The same day, the Holding
        Company entered a special appearance contesting the court's jurisdiction
        over it. In November  1997,  Equitable  Life filed a plea in  abatement,
        which,  under Texas law, stayed further  proceedings in the case because
        plaintiffs  had not served a demand letter.  Plaintiffs  served a demand
        letter upon  Equitable  Life and the Holding  Company,  the  response to
        which is due 60 days  thereafter.  Although  the  outcome of  litigation
        cannot be predicted with certainty,  particularly in the early stages of
        an  action,  the  Company's   management   believes  that  the  ultimate
        resolution of the Cole, Duncan,  Bradley,  Dillon, Franze,  Chaviano and
        Luther  litigations  should  not have a material  adverse  effect on the
        financial position of the Company.  The Company's management cannot make
        an  estimate  of  loss,  if any,  or  predict  whether  or not any  such
        litigation will have a material adverse effect on the Company's  results
of operations in any particular period.                         

        On September 12, 1997, the United States District Court for the Northern
        District  of Alabama,  Southern  Division,  entered an order  certifying
        James  Brown  as the  representative  of a class  consisting  of  "[a]ll
        African-Americans  who applied but were not hired for, were  discouraged
        from applying for, or would have applied for the position of Sales Agent
        in the absence of the discriminatory practices, and/or procedures in the
        [former]  Southern  Region  of The  Equitable  from May 16,  1987 to the
        present." The second amended  complaint in James W. Brown,  on behalf of
        others similarly situated v. The Equitable Life Assurance Society of the
        United  States,   alleges,  among  other  things,  that  Equitable  Life
        discriminated on the basis of race against  African-American  applicants
        and  potential   applicants  in  hiring  individuals  as  sales  agents.
        Plaintiffs  seek a  declaratory  judgment and  affirmative  and negative
        injunctive relief, including the payment of back-pay,  pension and other
        compensation. Although the outcome of any litigation cannot be predicted
        with  certainty,  the  Company's  management  believes that the ultimate
        resolution of this matter should not have a material  adverse  effect on
        the financial position of the Company.  The Company's  management cannot
        make an estimate of loss, if any, or predict  whether or not such matter
        will  have a  material  adverse  effect  on  the  Company's  results  of
operations in any particular period.                            

        The U.S.  Department of Labor ("DOL") is conducting an  investigation of
        Equitable Life's  management of the Prime Property Fund ("PPF").  PPF is
        an open-end,  commingled real estate separate  account of Equitable Life
        for pension clients.  Equitable Life serves as investment manager in PPF
        and retains  EREIM as advisor.  Equitable  Life agreed to indemnify  the
        purchaser of EREIM (which Equitable Life sold in June 1997) with respect
        to any fines,  penalties and rebates to clients in connection  with this
        investigation. In early 1995, the DOL commenced a national investigation
        of commingled real estate funds with pension  investors,  including PPF.
        The  investigation  appears to be focused  principally  on appraisal and
        valuation  procedures  in respect of fund  properties.  The most  recent
        request from the DOL seems to reflect,  at least in part, an interest in
        the relationship  between the valuations for those properties  reflected
        in  appraisals  prepared  for local  property  tax  proceedings  and the
        valuations used by PPF for other  purposes.  At no time has the DOL made
        any  specific   allegation  that  Equitable  Life  or  EREIM  has  acted
        improperly and Equitable Life and EREIM believe that any such allegation
        would be without  foundation.  While the  outcome of this  investigation
        cannot be predicted with certainty,  the Company's  management  believes
        that the ultimate  resolution  of this matter should not have a material
        adverse effect on the financial  position of the Company.  The Company's
        management  cannot make an estimate of loss, if any, or predict  whether
        or not this  investigation  will have a material  adverse  effect on the
Company's results of operations in any particular period.       

        On July 25, 1995, a Consolidated and Supplemental Class Action Complaint
        ("Complaint")  was filed  against  Alliance  North  American  Government
        Income Trust,  Inc. (the "Fund"),  Alliance and certain other defendants
        affiliated  with  Alliance,  including  the  Holding  Company,  alleging
        violations  of Federal  securities  laws,  fraud and breach of fiduciary
        duty in connection with the Fund's  investments in Mexican and Argentine
        securities.  The Complaint,  which sought  certification  of a plaintiff
        class of persons  who  purchased  or owned Class A, B or C shares of the
        Fund  from  March  27,  1992  through  December  23,  1994,   sought  an
        unspecified  amount of  damages,  costs,  attorneys'  fees and  punitive
        damages.  The principal  allegations  are that the Fund  purchased  debt
        securities  issued by the Mexican and Argentine  governments  in amounts
        that were not  permitted by the Fund's  investment  objective,  and that
        there was no  shareholder  vote to change the  investment  objective  to
        permit purchases in such amounts. The Complaint further alleged that the
        decline in the value of the Mexican and Argentine securities held by the
        Fund  caused the Fund's net asset value to decline to the  detriment  of
        the Fund's  shareholders.  On  September  26,  1996,  the United  States
District Court for the Southern District of                     

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        New York  granted  the  defendants'  motion to dismiss all counts of the
        Complaint ("First  Decision").  On October 11, 1996,  plaintiffs filed a
        motion for reconsideration of the First Decision.  On November 25, 1996,
        the court denied  plaintiffs'  motion for  reconsideration  of the First
        Decision.  On October 29, 1997,  the United  States Court of Appeals for
        the Second Circuit issued an order granting defendants' motion to strike
        and dismissing  plaintiffs' appeal of the First Decision. On October 29,
        1996,  plaintiffs filed a motion for leave to file an amended complaint.
        The principal allegations of the proposed amended complaint are that (i)
        the Fund  failed to hedge  against  the risks of  investing  in  foreign
        securities  despite  representations  that it would do so, (ii) the Fund
        did not properly  disclose that it planned to invest in  mortgage-backed
        derivative  securities  and  (iii) two  advertisements  used by the Fund
        misrepresented the risks of investing in the Fund. On July 15, 1997, the
        District  Court denied  plaintiffs'  motion for leave to file an amended
        complaint  and ordered that the case be dismissed  ("Second  Decision").
        The  plaintiffs  have appealed the Second  Decision to the United States
        Court of Appeals for the Second Circuit.  While the ultimate  outcome of
        this matter cannot be  determined  at this time,  management of Alliance
        does  not  expect  that  it  will  have a  material  adverse  effect  on
Alliance's results of operations or financial condition.        

        On January 26, 1996, a purported purchaser of certain notes and warrants
        to  purchase  shares  of  common  stock of  Rickel  Home  Centers,  Inc.
        ("Rickel") filed a class action complaint  against  Donaldson,  Lufkin &
        Jenrette Securities  Corporation  ("DLJSC") and certain other defendants
        for unspecified  compensatory and punitive damages in the U. S. District
        Court for the  Southern  District  of New York.  The suit was brought on
        behalf of the  purchasers  of 126,457 units  consisting of  $126,457,000
        aggregate  principal amount of 13 1/2% senior notes due 2001 and 126,457
        warrants to purchase  shares of common stock of Rickel  issued by Rickel
        in October 1994. The complaint alleges  violations of federal securities
        laws and common law fraud against DLJSC, as the underwriter of the units
        and as an owner of 7.3% of the  common  stock of Rickel,  Eos  Partners,
        L.P., and General Electric Capital Corporation,  each as owners of 44.2%
        of the common stock of Rickel,  and members of the board of directors of
        Rickel, including a DLJSC managing director. The complaint seeks to hold
        DLJSC liable for alleged  misstatements  and omissions  contained in the
        prospectus  and  registration  statement  filed in  connection  with the
        offering of the units,  alleging that the  defendants  knew of financial
        losses  and a  decline  in value of Rickel  in the  months  prior to the
        offering and did not  disclose  such  information.  The  complaint  also
        alleges that Rickel failed to pay its semi-annual  interest  payment due
        on the units on December  15,  1995,  and that Rickel  filed a voluntary
        petition  for  reorganization  pursuant to Chapter 11 of the  Bankruptcy
        Code on January 10,  1996.  DLJSC  intends to defend  itself  vigorously
        against all of the  allegations  contained  in the  complaint.  Although
        there can be no assurance, DLJ does not believe that the outcome of this
        litigation  will  have  a  material  adverse  effect  on  its  financial
        condition.  Due to the  early  stage  of this  litigation,  based on the
        information  currently  available to it, DLJ's management cannot make an
        estimate of loss, if any, or predict whether or not such litigation will
        have a material  adverse  effect on DLJ's  results of  operations in any
particular period.                                              

        In October  1995,  DLJSC was named as a defendant  in a purported  class
        action  filed in a Texas  State Court on behalf of the holders of $550.0
        million principal amount of subordinated  redeemable discount debentures
        of National  Gypsum  Corporation  ("NGC")  canceled in connection with a
        Chapter 11 plan of reorganization  for NGC consummated in July 1993. The
        named  plaintiff  in the State  Court  action  also  filed an  adversary
        proceeding  in the U.S.  Bankruptcy  Court for the Northern  District of
        Texas  seeking a  declaratory  judgment  that the  confirmed NGC plan of
        reorganization  does not bar the class action claims.  Subsequent to the
        consummation  of NGC's plan of  reorganization,  NGC's shares traded for
        values  substantially  in excess of, and in 1995 NGC was  acquired for a
        value  substantially  in excess of, the values  upon which NGC's plan of
        reorganization   was  based.  The  two  actions  arise  out  of  DLJSC's
        activities as financial advisor to NGC in the course of NGC's Chapter 11
        reorganization proceedings.  The class action complaint alleges that the
        plan of  reorganization  submitted by NGC was based upon  projections by
        NGC and DLJSC which intentionally  understated  forecasts,  and provided
        misleading  and incorrect  information in order to hide NGC's true value
        and that  defendants  breached  their  fiduciary  duties by, among other
        things,   providing  false,  misleading  or  incomplete  information  to
        deliberately  understate  the value of NGC. The class  action  complaint
        seeks  compensatory  and punitive damages  purportedly  sustained by the
class. On October 10, 1997, DLJSC and                           

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        others were named as  defendants  in a new  adversary  proceeding in the
        Bankruptcy Court brought by the NGC Settlement  Trust, an entity created
        by the NGC plan of reorganization to deal with asbestos-related  claims.
        The Trust's  allegations are substantially  similar to the claims in the
        State Court action.  In court papers dated  October 16, 1997,  the State
        Court  plaintiff  indicated  that  he  would  intervene  in the  Trust's
        adversary  proceeding.  On January 21, 1998, the Bankruptcy  Court ruled
        that the State Court plaintiff's  claims were not barred by the NGC plan
        of reorganization  insofar as they alleged nondisclosure of certain cost
        reductions  announced  by NGC in October  1993.  The Texas  State  Court
        action,  which  had  been  removed  to the  Bankruptcy  Court,  has been
        remanded  back to the state  court,  which  remand is being  opposed  by
        DLJSC.  DLJSC  intends to defend  itself  vigorously  against all of the
        allegations  contained  in  the  complaints.  Although  there  can be no
        assurance,  DLJ  does not  believe  that the  ultimate  outcome  of this
        litigation  will  have  a  material  adverse  effect  on  its  financial
        condition.  Due to the early  stage of such  litigation,  based upon the
        information  currently  available to it, DLJ's management cannot make an
        estimate of loss, if any, or predict whether or not such litigation will
        have a material  adverse  effect on DLJ's  results of  operations in any
particular period.                                              

        In November and December 1995, DLJSC,  along with various other parties,
        was named as a defendant in a number of purported class actions filed in
        the U.S.  District  Court for the  Eastern  District of  Louisiana.  The
        complaints allege violations of the federal  securities laws arising out
        of a public  offering in 1994 of $435.0  million of first mortgage notes
        of Harrah's Jazz Company and Harrah's Jazz Finance Corp.  The complaints
        seek  to  hold  DLJSC  liable  for  various  alleged  misstatements  and
        omissions  contained  in the  prospectus  dated  November  9,  1994.  On
        February 26, 1997,  the parties agreed to a settlement of these actions,
        subject to the District Court's approval,  which was granted on July 31,
        1997. The settlement is also subject to approval by the U.S.  Bankruptcy
        Court for the Eastern District of Louisiana of proposed modifications to
        a  confirmed  plan of  reorganization  for  Harrah's  Jazz  Company  and
        Harrah's  Jazz  Finance  Corp.,  and the  satisfaction  or waiver of all
        conditions  to the  effectiveness  of the plan, as provided in the plan.
        There can be no  assurance  of the  Bankruptcy  Court's  approval of the
        modifications to the plan of  reorganization,  or that the conditions to
        the  effectiveness  of the plan  will be  satisfied  or  waived.  In the
        opinion of DLJ's management,  the settlement, if approved, will not have
        a  material  adverse  effect on DLJ's  results of  operations  or on its
consolidated financial condition.                               

        In addition  to the  matters  described  above,  Equitable  Life and its
        subsidiaries  and DLJ and its subsidiaries are involved in various legal
        actions and proceedings in connection with their businesses. Some of the
        actions and  proceedings  have been brought on behalf of various alleged
        classes of  claimants  and certain of these  claimants  seek  damages of
        unspecified  amounts.  While the ultimate outcome of such matters cannot
        be predicted with certainty, in the opinion of management no such matter
        is  likely  to  have  a  material   adverse   effect  on  the  Company's
consolidated financial position or results of operations.       

15)     LEASES                                                                  

        The Company  has  entered  into  operating  leases for office  space and
        certain other assets,  principally data processing  equipment and office
        furniture and  equipment.  Future minimum  payments under  noncancelable
        leases for 1998 and the succeeding  four years are $93.5 million,  $84.4
        million,  $70.2 million, $56.4 million, $47.0 million and $489.3 million
        thereafter.   Minimum   future   sub-lease   rental   income   on  these
        noncancelable  leases  for 1998 and the  succeeding  four years are $7.3
        million,  $5.9 million, $3.8 million, $2.4 million, $.8 million and $2.9
million thereafter.                                             

        At December 31, 1997, the minimum future rental income on  noncancelable
        operating  leases for wholly owned  investments  in real estate for 1997
        and the succeeding four years are $247.0 million, $238.1 million, $218.7
      million, $197.9 million, $169.1 million and $813.0 million thereafter.

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16)     OTHER OPERATING COSTS AND EXPENSES                                      

Other operating costs and expenses consisted of the following:  

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Compensation costs.................................  $       721.5      $      704.8      $      628.4    
Commissions........................................          409.6             329.5             314.3    
Short-term debt interest expense...................           31.7               8.0              11.4    
Long-term debt interest expense....................          121.2             137.3             108.1    
Amortization of policy acquisition costs...........          287.3             405.2             317.8    
Capitalization of policy acquisition costs.........         (508.0)           (391.9)           (391.0)   
Rent expense, net of sub-lease income..............          101.8             113.7             109.3    
Cursitor intangible assets writedown...............          120.9               -                 -      
Other..............................................          917.9             769.1             677.5    
                                                    -----------------  ----------------  -----------------
Total..............................................  $     2,203.9      $    2,075.7      $    1,775.8    
                                                    =================  ================  =================

        During 1997, 1996 and 1995, the Company  restructured certain operations
        in  connection  with  cost  reduction   programs  and  recorded  pre-tax
        provisions  of  $42.4   million,   $24.4  million  and  $32.0   million,
        respectively.  The  amounts  paid  during  1997,  associated  with  cost
        reduction  programs,  totaled $22.8  million.  At December 31, 1997, the
        liabilities  associated with cost reduction  programs  amounted to $62.0
        million.  The 1997 cost  reduction  program  include  costs  related  to
        employee  termination  and exit costs.  The 1996 cost reduction  program
        included  restructuring  costs related to the consolidation of insurance
        operations'  service centers.  The 1995 cost reduction  program included
        relocation expenses,  including the accelerated amortization of building
        improvements   associated  with  the  relocation  of  the  home  office.
        Amortization  of DAC in 1996 included a $145.0  million  writeoff of DAC
related to DI contracts.                                        

17)     INSURANCE GROUP STATUTORY FINANCIAL INFORMATION                         

        Equitable  Life is  restricted as to the amounts it may pay as dividends
        to  the  Holding  Company.   Under  the  New  York  Insurance  Law,  the
        Superintendent  has broad discretion to determine  whether the financial
        condition of a stock life insurance company would support the payment of
        dividends to its  shareholders.  For 1997, 1996 and 1995,  statutory net
        loss  totaled  $351.7  million,   $351.1  million  and  $352.4  million,
        respectively. No amounts are expected to be available for dividends from
Equitable Life to the Holding Company in 1998.                  

        At December 31, 1997, the Insurance  Group,  in accordance  with various
        government  and state  regulations,  had  $19.7  million  of  securities
deposited with such government or state agencies.               

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        Accounting  practices used to prepare statutory financial statements for
        regulatory  filings of stock life insurance  companies differ in certain
        instances  from GAAP.  The following  reconciles  the Insurance  Group's
        statutory change in surplus and capital stock and statutory  surplus and
        capital  stock  determined  in  accordance  with  accounting   practices
        prescribed by the New York  Insurance  Department  with net earnings and
equity on a GAAP basis.                                         

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Net change in statutory surplus and                                                                       
  capital stock....................................  $       203.6      $       56.0      $       78.1    
Change in asset valuation reserves.................          147.1             (48.4)            365.7    
                                                    -----------------  ----------------  -----------------
Net change in statutory surplus, capital stock                                                            
  and asset valuation reserves.....................          350.7               7.6             443.8    
Adjustments:                                                                                              
  Future policy benefits and policyholders'                                                               
    account balances...............................          (31.1)           (298.5)            (66.0)   
  DAC..............................................          220.7             (13.3)             73.2    
  Deferred Federal income taxes....................          103.1             108.0            (158.1)   
  Valuation of investments.........................           46.8             289.8             189.1    
  Valuation of investment subsidiary...............         (555.8)           (117.7)           (188.6)   
  Limited risk reinsurance.........................           82.3              92.5             416.9    
  Issuance of surplus notes........................            -                 -              (538.9)   
  Postretirement benefits..........................           (3.1)             28.9             (26.7)   
  Other, net.......................................           30.3              12.4             115.1    
  GAAP adjustments of Closed Block.................            3.6              (9.8)             15.7    
  GAAP adjustments of discontinued operations......          189.7             (89.6)             37.3    
                                                    -----------------  ----------------  -----------------
Net Earnings of the Insurance Group................  $       437.2      $       10.3      $      312.8    
                                                    =================  ================  =================

                                                        [Enlarge/Download Table]


                                                                         December 31,                       
                                                    --------------------------------------------------------
                                                          1997               1996                1995       
                                                    -----------------   ----------------   -----------------
                                                                         (In Millions)                      
                                                                                                            
Statutory surplus and capital stock................  $     2,462.5       $    2,258.9       $    2,202.9    
Asset valuation reserves...........................        1,444.6            1,297.5            1,345.9    
                                                    -----------------   ----------------   -----------------
Statutory surplus, capital stock and asset                                                                  
  valuation reserves...............................        3,907.1            3,556.4            3,548.8    
Adjustments:                                                                                                
  Future policy benefits and policyholders'                                                                 
    account balances...............................       (1,336.1)          (1,305.0)          (1,006.5)   
  DAC..............................................        3,236.6            3,104.9            3,075.8    
  Deferred Federal income taxes....................         (370.8)            (306.1)            (452.0)   
  Valuation of investments.........................          783.5              286.8              417.7    
  Valuation of investment subsidiary...............       (1,338.6)            (782.8)            (665.1)   
  Limited risk reinsurance.........................         (254.2)            (336.5)            (429.0)   
  Issuance of surplus notes........................         (539.0)            (539.0)            (538.9)   
  Postretirement benefits..........................         (317.5)            (314.4)            (343.3)   
  Other, net.......................................          203.7              126.3                4.4    
  GAAP adjustments of Closed Block.................          814.3              783.7              830.8    
  GAAP adjustments of discontinued operations......           71.5             (190.3)            (184.6)   
                                                    -----------------   ----------------   -----------------
Equity of the Insurance Group......................  $     4,860.5       $    4,084.0       $    4,258.1    
                                                    =================   ================   =================

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18)     BUSINESS SEGMENT INFORMATION                                            

        The Company has two major business  segments:  Insurance  Operations and
        Investment  Services.  Interest  expense related to debt not specific to
        either  business  segment is presented as  Corporate  interest  expense.
Information for all periods is presented on a comparable basis. 

        Insurance  Operations  offers a variety  of  traditional,  variable  and
        interest-sensitive  life insurance products,  disability income, annuity
        products,  mutual fund and other investment  products to individuals and
        small groups and  administers  traditional  participating  group annuity
        contracts with conversion  features,  generally for corporate  qualified
        pension  plans,  and  association   plans  which  provide  full  service
        retirement  programs for individuals  affiliated with  professional  and
        trade   associations.   This  segment  includes  Separate  Accounts  for
individual insurance and annuity products.                      

        Investment  Services provides  investment fund management,  primarily to
        institutional  clients.  This  segment  includes  the  Company's  equity
        interest in DLJ and Separate  Accounts which provide various  investment
  options for group clients through pooled or single group accounts.

        Intersegment  investment  advisory and other fees of approximately $81.9
        million,  $127.5  million and $124.1  million  for 1997,  1996 and 1995,
        respectively,  are included in total revenues of the Investment Services
        segment.  These fees,  excluding  amounts  related to the GIC Segment of
        $5.1 million,  $15.7 million and $14.7 million for 1997,  1996 and 1995,
respectively, are eliminated in consolidation.                  

                                                        [Enlarge/Download Table]


                                                          1997               1996               1995       
                                                    -----------------   ----------------  -----------------
                                                                         (In Millions)                     

                                                                                                           
Revenues                                                                                                   
Insurance operations...............................  $     3,684.2       $    3,770.6      $    3,614.6    
Investment services................................        1,455.1            1,126.1             949.1    
Consolidation/elimination..........................          (19.9)             (24.5)            (34.9)   
                                                    -----------------   ----------------  -----------------
Total..............................................  $     5,119.4       $    4,872.2      $    4,528.8    
                                                    =================   ================  =================

Earnings (loss) from continuing  operations before Federal income taxes,                                   
  minority interest and cumulative effect of accounting change                                             
Insurance operations...............................  $       250.3       $      (36.6)     $      303.1    
Investment services................................          485.7              311.9             224.0    
Consolidation/elimination..........................            -                   .2              (3.1)   
                                                    -----------------   ----------------  -----------------
      Subtotal.....................................          736.0              275.5             524.0    
Corporate interest expense.........................          (65.3)             (66.9)            (27.9)   
                                                    -----------------   ----------------  -----------------
Total..............................................  $       670.7       $      208.6      $      496.1    
                                                    =================   ================  =================

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Assets                                                                                                      
Insurance operations...................................................  $    68,305.9      $    60,464.9   
Investment services....................................................       13,719.8           13,542.5   
Consolidation/elimination..............................................         (403.6)            (399.6)  
                                                                        ----------------   -----------------
Total..................................................................  $    81,622.1      $    73,607.8   
                                                                        ================   =================

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19)     QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)                             

        The quarterly  results of operations  for 1997 and 1996,  are summarized
below:                                                          

                                                        [Enlarge/Download Table]


                                                            Three Months Ended                               
                               ------------------------------------------------------------------------------
                                   March 31           June 30           September 30          December 31    
                               -----------------  -----------------   ------------------   ------------------
                                                               (In Millions)                                 
                                                                                                             
1997                                                                                                         
Total Revenues................  $     1,266.0      $     1,552.8       $    1,279.0         $    1,021.6     
                               =================  =================   ==================   ==================

Earnings from Continuing                                                                                     
  Operations before                                                                                          
  Cumulative Effect                                                                                          
  of Accounting Change........  $       117.4      $       222.5       $      145.1         $       39.4     
                               =================  =================   ==================   ==================

Net Earnings (Loss)...........  $       114.1      $       223.1       $      144.9         $      (44.9)    
                               =================  =================   ==================   ==================

1996                                                                                                         
Total Revenues................  $     1,176.5      $     1,199.4       $    1,198.4         $    1,297.9     
                               =================  =================   ==================   ==================

Earnings (Loss) from                                                                                         
  Continuing Operations                                                                                      
  before Cumulative Effect                                                                                   
  of Accounting Change........  $        94.8      $        87.1       $       93.2         $     (157.9)    
                               =================  =================   ==================   ==================

Net Earnings (Loss)...........  $        71.7      $        87.1       $       93.2         $     (241.7)    
                               =================  =================   ==================   ==================

        Net earnings for the three  months  ended  December 31, 1997  includes a
        charge of $212.0 million related to additions to valuation allowances on
        and   writeoffs   of  real  estate  of  $225.2   million,   and  reserve
        strengthening  on  discontinued  operations of $84.3 million offset by a
        reversal of prior years tax reserves of $97.5 million.  Net earnings for
        the three  months ended  December  31, 1996  includes a charge of $339.3
        million related to writeoffs of DAC on DI contracts of $94.3 million and
        reserve strengthenings on DI business of $113.7 million,  Pension Par of
$47.5 million and Discontinued Operations of $83.8 million.     

20)     INVESTMENT IN DLJ                                                       

        At December  31,  1997,  the  Company's  ownership  of DLJ  interest was
        approximately  34.4%. The Company's  ownership  interest will be further
        reduced  upon  the  issuance  of  common  stock  after  the  vesting  of
        forfeitable  restricted  stock units  acquired by and/or the exercise of
        options  granted to certain DLJ employees.  DLJ  restricted  stock units
        represents  forfeitable  rights to  receive  approximately  5.2  million
shares of DLJ common stock through February 2000.               

        The results of  operations  of DLJ are accounted for on the equity basis
        and  are  included  in  commissions,   fees  and  other  income  in  the
        consolidated statements of earnings. The Company's carrying value of DLJ
        is included in investment in and loans to affiliates in the consolidated
balance sheets.                                                 

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        Summarized  balance  sheets  information  for  DLJ,  reconciled  to  the
Company's carrying value of DLJ, are as follows:                

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Assets:                                                                                                     
Trading account securities, at market value............................  $   16,535.7       $   15,728.1    
Securities purchased under resale agreements...........................      22,628.8           20,598.7    
Broker-dealer related receivables......................................      28,159.3           16,858.8    
Other assets...........................................................       3,182.0            2,318.1    
                                                                        ----------------   -----------------
Total Assets...........................................................  $   70,505.8       $   55,503.7    
                                                                        ================   =================

Liabilities:                                                                                                
Securities sold under repurchase agreements............................  $   36,006.7       $   29,378.3    
Broker-dealer related payables.........................................      25,706.1           19,409.7    
Short-term and long-term debt..........................................       3,670.6            2,704.5    
Other liabilities......................................................       2,860.9            2,164.0    
                                                                        ----------------   -----------------
Total liabilities......................................................      68,244.3           53,656.5    
DLJ's company-obligated mandatorily redeemed preferred                                                      
  securities of subsidiary trust holding solely debentures of DLJ......         200.0              200.0    
Total shareholders' equity.............................................       2,061.5            1,647.2    
                                                                        ----------------   -----------------
Total Liabilities, Cumulative Exchangeable Preferred Stock and                                              
  Shareholders' Equity.................................................  $   70,505.8       $   55,503.7    
                                                                        ================   =================

DLJ's equity as reported...............................................  $    2,061.5       $    1,647.2    
Unamortized cost in excess of net assets acquired in 1985                                                   
  and other adjustments................................................          23.5               23.9    
The Holding Company's equity ownership in DLJ..........................        (740.2)            (590.2)   
Minority interest in DLJ...............................................        (729.3)            (588.6)   
                                                                        ----------------   -----------------
The Company's Carrying Value of DLJ....................................  $      615.5       $      492.3    
                                                                        ================   =================

        Summarized  statements of earnings information for DLJ reconciled to the
Company's equity in earnings of DLJ is as follows:              

                                                        [Enlarge/Download Table]


                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Commission, fees and other income......................................  $    2,356.8       $    1,818.2    
Net investment income..................................................       1,652.1            1,074.2    
Dealer, trading and investment gains, net..............................         631.6              598.4    
                                                                        ----------------   -----------------
Total revenues.........................................................       4,640.5            3,490.8    
Total expenses including income taxes..................................       4,232.3            3,199.5    
                                                                        ----------------   -----------------
Net earnings...........................................................         408.2              291.3    
Dividends on preferred stock...........................................          12.1               18.7    
                                                                        ----------------   -----------------
Earnings Applicable to Common Shares...................................  $      396.1       $      272.6    
                                                                        ================   =================

DLJ's earnings applicable to common shares as reported.................  $      396.1       $      272.6    
Amortization of cost in excess of net assets acquired in 1985..........          (1.3)              (3.1)   
The Holding Company's equity in DLJ's earnings.........................        (156.8)            (107.8)   
Minority interest in DLJ...............................................        (109.1)             (73.4)   
                                                                        ----------------   -----------------
The Company's Equity in DLJ's Earnings.................................  $      128.9       $       88.3    
                                                                        ================   =================

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21)     ACCOUNTING FOR STOCK-BASED COMPENSATION                                 

        The  Holding  Company  sponsors a stock  option  plan for  employees  of
        Equitable  Life.  DLJ and Alliance  each sponsor  their own stock option
        plans for  certain  employees.  The  Company  has elected to continue to
        account for  stock-based  compensation  using the intrinsic value method
        prescribed  in APB No.  25. Had  compensation  expense  for the  Holding
        Company,  DLJ and  Alliance  Stock  Option  Incentive  Plan options been
        determined  based  on SFAS  No.  123's  fair  value  based  method,  the
        Company's  pro forma net  earnings  for 1997,  1996 and 1995  would have
been:                                                           

                                                        [Enlarge/Download Table]


                                                                1997             1996             1995      
                                                           ---------------  ---------------  ---------------
                                                                            (In Millions)                   
                                                                                                            
Net Earnings:                                                                                               
  As Reported.............................................  $      437.2     $      10.3      $      312.8  
  Pro Forma...............................................  $      426.3     $       3.3      $      311.3  

        The fair value of options  granted  after  December 31, 1994,  used as a
        basis for the above pro forma disclosures,  was estimated as of the date
        of grants  using the  Black-Scholes  option  pricing  model.  The option
pricing assumptions for 1997, 1996 and 1995 are as follows:     

                                                        [Enlarge/Download Table]


                          Holding Company                      DLJ                            Alliance              
                   ------------------------------ ------------------------------- ----------------------------------
                     1997      1996       1995      1997       1996       1995      1997        1996        1995    
                   -------------------- --------- ---------- ---------- --------- ---------- ----------- -----------
                                                                                                                    
Dividend yield....    0.48%     0.80%      0.96%      0.86%      1.54%     1.85%      8.00%      8.00%      8.00%   

Expected volatility  20.00%    20.00%     20.00%     33.00%     25.00%    25.00%     26.00%     23.00%     23.00%   

Risk-free interest                                                                                                  
  rate............    5.99%     5.92%      6.83%      5.96%      6.07%     5.86%      5.70%      5.80%      6.00%   

Expected life.....  5 years   5 years    5 years   5 years    5 years   5 years   7.6 years  7.43 years  7.43 years 

Weighted average                                                                                                    
  grant-date fair                                                                                                   
  value per option   $12.25     $6.94      $5.90    $22.45      $9.35     $7.36      $4.36      $2.69      $2.24    


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        A summary of the Holding Company,  DLJ and Alliance's option plans is as
follows:                                                        

                                                        [Enlarge/Download Table]


                                Holding Company                     DLJ                         Alliance           
                          ----------------------------- ----------------------------- -----------------------------
                                            Options                       Options                       Options    
                                          Outstanding                   Outstanding                   Outstanding  
                                            Weighted                      Weighted                     Weighted    
                                            Average                       Average                       Average    
                              Shares        Exercise        Shares        Exercise        Units        Exercise    
                          (In Millions)      Price      (In Millions)      Price      (In Millions)      Price     
                          --------------- ------------- --------------- ------------- -----------------------------
                                                                                                                   
Balance as of                                                                                                      
  January 1, 1995........       6.8           $20.31          -                             3.8          $15.46    
  Granted................        .4           $20.27          9.2         $27.00            1.8          $20.54    
  Exercised..............       (.1)          $20.00          -                             (.5)         $11.20    
  Expired................       (.1)          $20.00          -                             -                      
  Forfeited..............       (.3)          $22.24          -                             (.3)         $16.64    
                          ---------------               -------------                 ---------------              

Balance as of                                                                                                      
  December 31, 1995......       6.7           $20.27          9.2         $27.00            4.8          $17.72    
  Granted................        .7           $24.94          2.1         $32.54             .7          $25.12    
  Exercised..............       (.1)          $19.91          -                             (.4)         $13.64    
  Expired................       -                             -                             -                      
  Forfeited..............       (.6)          $20.21          (.2)        $27.00            (.1)         $19.32    
                          ---------------               -------------                 ---------------              

Balance as of                                                                                                      
  December 31, 1996......       6.7           $20.79         11.1         $28.06            5.0          $19.07    
  Granted................       3.2           $41.85          3.2         $61.07            1.1          $36.56    
  Exercised..............      (1.6)          $20.26          (.1)        $32.03            (.6)         $16.11    
  Forfeited..............       (.4)          $23.43          (.1)        $27.51            (.2)         $21.28    
                          ---------------               -------------                 ---------------              

Balance as of                                                                                                      
  December 31, 1997......       7.9           $29.05         14.1         $35.56            5.3          $22.82    
                          ===============               =============                 ===============              

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        Information  about options  outstanding  and exercisable at December 31,
1997 is as follows:                                             

                                                        [Enlarge/Download Table]


                                     Options Outstanding                           Options Exercisable           
                     ----------------------------------------------------  ------------------------------------  
                                            Weighted                                                             
                                            Average         Weighted                              Weighted       
      Range of             Number          Remaining         Average             Number           Average        
      Exercise          Outstanding       Contractual       Exercise          Exercisable         Exercise       
       Prices          (In Millions)      Life (Years)        Price          (In Millions)         Price         
--------------------- ----------------- ----------------- ---------------  ------------------- ----------------  

       Holding                                                                                                   
       Company                                                                                                   
----------------------                                                                                           
                                                                                                                 
$18.125   -$27.75            4.8               5.84           $20.94              3.0              $20.41        
$28.50    -$45.25            3.1               9.57           $41.84              -                  -           
                      -----------------                                    -------------------                   
$18.125   -$45.25            7.9               7.29           $29.05              3.0              $20.41        
                      ================= ================= ===============  =================== ================  

         DLJ                                                                                                     
----------------------                                                                                           
$27.00    -$35.99           10.9               8.0            $28.05              4.9              $27.58        
$36.00    -$50.99             .8               9.3            $40.04              -                  -           
$51.00    -$76.00            2.4               9.8            $67.77              -                  -           
                      -----------------                                    -------------------                   
$27.00    -$76.00           14.1               8.4            $35.56              4.9              $27.58        
                      ================= ================= ================  =================== =================

      Alliance                                                                                                   
----------------------                                                                                           
$ 6.0625   -$17.75           1.1               3.86           $13.20              1.0              $13.04        
$19.375    -$19.75            .8               7.34           $19.39               .3              $19.39        
$19.875    -$21.375          1.1               8.28           $20.13               .6              $20.19        
$22.25     -$27.50           1.3               9.81           $23.81               .4              $23.29        
$36.9375   -$37.5625         1.0               9.95           $36.95              -                  -           
                      -----------------                                    -------------------                   
$  6.0625  -$37.5625         5.3               7.58           $22.82              2.3              $17.43        
                      ================= ================== ==============  ====================== =============  

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   INCOME MANAGER(R) ACCUMULATOR(SM)
 STATEMENT OF ADDITIONAL INFORMATION
 MAY 1, 1998

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

COMBINATION VARIABLE AND
 FIXED DEFERRED ANNUITY CERTIFICATES

FUNDED THROUGH THE
 INVESTMENT FUNDS OF SEPARATE ACCOUNT NO. 45

                                                        [Enlarge/Download Table]


---------------------------------------------------------------------------------------------------------------------------
                                                      EQUITY SERIES                                                        
---------------------------------------------------------------------------------------------------------------------------
                                                                                                                           
   DOMESTIC EQUITY                           INTERNATIONAL EQUITY                      AGGRESSIVE EQUITY                   
     Alliance Common Stock                     Alliance Global                           Alliance Aggressive Stock         
     Alliance Growth & Income                  Alliance International                    Alliance Small Cap Growth         
     BT Equity 500 Index                       BT International Equity Index             BT Small Company Index            
     EQ/Putnam Growth & Income Value           Morgan Stanley Emerging Markets           MFS Emerging Growth Companies     
     MFS Research                                Equity                                  Warburg Pincus Small Company Value
     Merrill Lynch Basic Value Equity          T. Rowe Price International Stock                                           
     T. Rowe Price Equity Income                                                                                           
---------------------------------------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]


---------------------------------------------------------------------------------------------------------------------------
         ASSET ALLOCATION SERIES                                          FIXED INCOME SERIES                              
---------------------------------------------------------------------------------------------------------------------------
                                                                                                                           
     Alliance Conservative Investors         AGGRESSIVE FIXED INCOME                   DOMESTIC FIXED INCOME               
     Alliance Growth Investors                 Alliance High Yield                       Alliance Intermediate Government  
     EQ/Putnam Balanced                                                                    Securities                      
     Merrill Lynch World Strategy                                                        Alliance Money Market             
---------------------------------------------------------------------------------------------------------------------------

ISSUED BY:
 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
--------------------------------------------------------------------------------
     Home Office:              1290 Avenue of the Americas, New York, NY 10104
   Processing Office:        Post Office Box 1547, Secaucus, NJ 07096-1547
--------------------------------------------------------------------------------

This statement of additional information (SAI) is not a prospectus. It should be
read in  conjunction  with  the  Separate  Account  No.  45  prospectus  for the
Accumulator,  dated May 1, 1996, and prospectus  supplements  dated May 1, 1998,
December 31 and May 1, 1997.  Definitions  of special  terms used in the SAI are
found in the prospectus.                                                        

Copies of the prospectus and supplements are available free of charge by writing
the Processing Office, by calling  1-800-789-7771,  toll-free,  or by contacting
your agent.                                                                     

--------------------------------------------------------------------------------
 STATEMENT OF ADDITIONAL INFORMATION
 TABLE OF CONTENTS
--------------------------------------------------------------------------------
                                                                      PAGE
--------------------------------------------------------------------------------
Part    1    Accumulation Unit Values                                    2  
--------------------------------------------------------------------------------
Part    2    Annuity Unit Values                                         2  
--------------------------------------------------------------------------------
Part    3    Custodian and Independent Accountants                       3  
--------------------------------------------------------------------------------
Part    4    Alliance Money Market Fund, Alliance Intermediate              
Government Securities Fund and Alliance High
              Yield Fund Yield Information                             3
--------------------------------------------------------------------------------
Part    5    Long-Term Market Trends                                     4  
--------------------------------------------------------------------------------
Part    6    Financial Statements                                        6  
--------------------------------------------------------------------------------

Copyright 1998 The Equitable Life Assurance Society of the United States, New 
York, New York 10104. All rights reserved. Income Manager is a registered 
service mark and Accumulator is a service mark of The Equitable Life Assurance
 Society of the United States.

(IM-98-ACC596)                                                                  

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PART 1 -- ACCUMULATION UNIT VALUES                                              

Accumulation  Unit Values are determined at the end of each Valuation Period for
each of the Investment Funds. Other annuity contracts and certificates which may
be offered by us will have their own accumulation unit values for the Investment
Funds which may be different from those for the Accumulator.                    

The  Accumulation  Unit Value for an Investment Fund for any Valuation Period is
equal  to the  Accumulation  Unit  Value  for  the  preceding  Valuation  Period
multiplied  by the Net  Investment  Factor  for  that  Investment  Fund for that
Valuation Period. The NET INVESTMENT FACTOR is:                                 

(a/b) - c                                                           

where:                                                                          

(a)  is the value of the Investment Fund's shares of the corresponding Portfolio
     at the end of the  Valuation  Period  before  giving  effect to any amounts
     allocated  to or  withdrawn  from the  Investment  Fund  for the  Valuation
     Period.  For this purpose,  we use the share value reported to us by HRT or
EQAT, as applicable.                                                  

(b)  is the value of the Investment Fund's shares of the corresponding Portfolio
     at the end of the preceding  Valuation Period (after any amounts  allocated
or withdrawn for that Valuation Period).                              

(c)  is the daily  Separate  Account  mortality  and  expense  risk  charge  and
     asset-based  administrative charge relating to the Certificates,  times the
     number of calendar days in the Valuation Period. These daily charges are at
an effective annual rate not to exceed a total of 1.15%.              

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

PART 2 -- ANNUITY UNIT VALUES                                                   

The  annuity  unit  value  for each  Investment  Fund was fixed at $1.00 on each
Fund's  respective  effective date (as shown in the prospectus) for Certificates
with assumed base rates of net  investment  return of both 5% and 3 1/2% a year.
For each Valuation  Period after that date, it is the annuity unit value for the
immediately preceding Valuation Period multiplied by the adjusted Net Investment
Factor  under the  Certificate.  For each  Valuation  Period,  the  adjusted Net
Investment  Factor is equal to the Net Investment Factor reduced for each day in
the Valuation Period by:                                                        

o    .00013366  of the Net  Investment  Factor if the  assumed  base rate of net
investment return is 5% a year; or                                    

o    .00009425  of the Net  Investment  Factor if the  assumed  base rate of net
investment return is 3 1/2%.                                          

Because of this adjustment,  the annuity unit value rises and falls depending on
whether the actual rate of net investment return (after deduction of charges) is
higher or lower than the assumed base rate.                                     

All Certificates have a 5% assumed base rate of net investment return, except in
states where that rate is not permitted.  Annuity  payments  under  Certificates
with an assumed  base rate of 3 1/2% will at first be smaller  than those  under
Certificates   with  a  5%  assumed  base  rate.   Payments  under  the  3  1/2%
Certificates,  however,  will rise more rapidly when unit values are rising, and
payments  will fall more slowly when unit values are falling than those under 5%
Certificates.                                                                   

The amounts of variable annuity payments are determined as follows:             

Payments  normally start on the Business Day specified on your election form, or
on such other future date as specified  therein and are made on a monthly basis.
The first three payments are of equal amounts.  Each of the first three payments
will be based on the  amount  specified  in the  Tables  of  Guaranteed  Annuity
Payments in the Certificate.                                                    

The first  three  payments  depend on the  assumed  base rate of net  investment
return and the form of annuity  chosen  (and any fixed  period).  If the annuity
involved a life  contingency,  the risk class and the age of the annuitants will
affect payments.                                                                

The  amount of the  fourth and each later  payment  will vary  according  to the
investment  performance of the Investment  Funds.  Each monthly  payment will be
calculated by  multiplying  the number of annuity units  credited by the average
annuity unit value for the second calendar month  immediately  preceding the due
date of the  payment.  The number of units is  calculated  by dividing the first
monthly  payment  by the  annuity  unit  value for the  Valuation  Period  which
includes the due date of the first  monthly  payment.  The average  annuity unit
value is the average of the annuity unit values for the Valuation Periods ending
in that month.  Variable  income  annuities  may also be  available  by separate
prospectus through the Investment Funds of other separate accounts we offer.    

Illustration of Changes in Annuity Unit Values                                  

To show how we determine  variable annuity payments from month to month,  assume
that the Annuity Account Value on an Annuity Commencement Date is enough to fund
an annuity  with a monthly  payment of $363 and that the annuity  unit value for
the Valuation  Period that includes the due date of the first annuity payment is
$1.05.  The number of annuity units  credited under the contract would be 345.71
(363 divided by 1.05 = 345.71).                                                 

If the fourth  monthly  payment is due in March,  and the average  annuity  unit
value for January was $1.10,  the                                               

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annuity  payment  for  March  would be the  number of units  (345.71)  times the
average  annuity unit value  ($1.10),  or $380.28.  If the average  annuity unit
value was $1 in  February,  the annuity  payment for April would be 345.71 times
$1, or $345.71.                                                                 

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

PART 3 -- CUSTODIAN AND INDEPENDENT ACCOUNTANTS                                 

Equitable  Life is the  custodian for shares of each Trust owned by the Separate
Account.                                                                        

The financial  statements of the Separate Account for the periods ended December
31, 1997 and 1996, and the consolidated  financial  statements of Equitable Life
at December 31, 1997 and 1996 and for each of the three years ended December 31,
1997 included in the SAI have been audited by Price Waterhouse LLP.             

The financial  statements of the Separate Account for the periods ended December
31, 1997 and 1996, and the consolidated  financial  statements of Equitable Life
at December 31, 1997 and 1996 and for each of the three years ended December 31,
1997  included  in this SAI have been so  included in reliance on the reports of
Price Waterhouse LLP,  independent  accountants,  given on the authority of such
firm as experts in accounting and auditing.                                     

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

PART  4  --  ALLIANCE  MONEY  MARKET  FUND,  ALLIANCE  INTERMEDIATE   GOVERNMENT
        SECURITIES FUND AND ALLIANCE HIGH YIELD FUND YIELD INFORMATION

Alliance  Money Market Fund                                                     

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

The net change is then  reduced by the average  contract  fee factor  (explained
below). This reduction is made to recognize the deduction of the annual contract
fee, which is not reflected in the unit value. See "Annual Contract Fee" in Part
6 of the prospectus.                                                            

Accumulation  Unit Values  reflect all other  accrued  expenses of the  Alliance
Money  Market Fund but do not  reflect  the  distribution  fee,  the  withdrawal
charge,  the  guaranteed  minimum  death  benefit  charge  or  any  charges  for
applicable taxes such as state or local premium taxes.                          

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

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

The effective yield is obtained by modifying the current yield to give effect to
the  compounding  nature of the Alliance  Money Market  Fund's  investments,  as
follows:  the  unannualized  adjusted base period return is compounded by adding
one to the adjusted base period return,  raising the sum to a power equal to 365
divided by 7, and subtracting one from the result, i.e., effective yield = (base
period  return + 1)  [superscript:  365/7] - 1. The  Alliance  Money Market Fund
yields will fluctuate  daily.  Accordingly,  yields for any given period are not
necessarily  representative  of  future  results.  In  addition,  the  value  of
Accumulation  Units of the  Alliance  Money Market Fund will  fluctuate  and not
remain constant.                                                                

Alliance Intermediate Government Securities Fund and Alliance High Yield Fund   

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

The net change is then  reduced by the average  contract  fee factor  (explained
below). This reduction is made to recognize the deduction of the annual contract
fee, which is not reflected in the unit value. See "Annual Contract Fee" in Part
6 of the prospectus.                                                            

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Accumulation  Unit Values  reflect all other  accrued  expenses of the  Alliance
Intermediate  Government  Securities  or  Alliance  High  Yield  Fund but do not
reflect the  distribution  fee, the withdrawal  charge,  the guaranteed  minimum
death benefit charge or any charges for applicable  taxes such as state or local
premium taxes.                                                                  

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

The actual  dollar  amount of the annual  contract fee that is deducted from the
Alliance  Intermediate  Government  Securities  or Alliance High Yield Fund will
vary for each  Certificate  depending upon the percentage of the Annuity Account
Value allocated to the Alliance  Intermediate  Government Securities or Alliance
High Yield  Fund.  To  determine  the effect of the annual  contract  fee on the
yield,  we start with the total dollar  amount of the charges  deducted from the
Fund during the 12-month  period  ending on the last day of the prior year.  The
amount is multiplied  by 30/365 to produce an average  contract fee factor which
is used in all 30-day  yield  computations  for the  ensuing  year.  The average
contract  fee  is  then  divided  by  the  number  of  Accumulator  Intermediate
Government  Securities or Alliance High Yield Fund Accumulation  Units as of the
end of the prior calendar year, and the resulting  quotient is deducted from the
net change in Accumulation Unit Value for the 30-day period.                    

The effective yield is obtained by modifying the current yield to give effect to
the compounding  nature of the Alliance  Intermediate  Government  Securities or
Alliance High Yield Fund's investments,  as follows:  the unannualized  adjusted
base  period  return is  compounded  by adding one to the  adjusted  base period
return,  raising the sum to a power equal to 365 divided by 30, and  subtracting
one  from  the  result,  i.e.,  effective  yield  =  (base  period  return  + 1)
[superscript  365/30] - 1. The yields for the Alliance  Intermediate  Government
Securities  and Alliance  High Yield Funds will  fluctuate  daily.  Accordingly,
yields  for any  given  period  are not  necessarily  representative  of  future
results.  In  addition,  the  value of the  Accumulation  Units of the  Alliance
Intermediate  Government Securities and Alliance High Yield Funds will fluctuate
and not remain constant.                                                        

Alliance Money Market Fund, Alliance Intermediate Government Securities Fund and
Alliance  High Yield Fund Yield  Information                                    

The yields for the Alliance Money Market Fund, Alliance Intermediate  Government
Securities  Fund and  Alliance  High Yield  Fund  reflect  charges  that are not
normally reflected in the yields of other investments and therefore may be lower
when  compared  with yields of other  investments.  The yields for the  Alliance
Money Market Fund, Alliance Intermediate Government Securities Fund and Alliance
High Yield Fund should not be  compared to the return on fixed rate  investments
which guarantee rates of interest for specified  periods,  such as the Guarantee
Periods.  Nor should the yields be compared to the yields of money  market funds
or government securities funds made available to the general public.            

The seven-day current yield for the Alliance Money Market Fund was 5.35% for the
period ended December 31, 1997. The effective yield for that period was 5.49%   

The 30-day  current yield for the Alliance  Intermediate  Government  Securities
Fund was 8.07% for the period ended December 31, 1997.  The effective  yield for
that period was 8.38%.                                                          

The 30-day  current  yield for the  Alliance  High Yield Fund was 16.14% for the
period ended December 31, 1997. The effective yield for that period was 17.39%. 

Because the above yields  reflect the  deduction of Separate  Account  expenses,
including the annual contract fee, they are lower than the  corresponding  yield
figures  for  the  Alliance  Money  Market,   Alliance  Intermediate  Government
Securities and Alliance High Yield  Portfolios  which reflect only the deduction
of HRT-level expenses.                                                          

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

PART 5 -- LONG-TERM MARKET TRENDS                                               

As a tool for  understanding  how  different  investment  strategies  may affect
long-term  results,  it may be useful to  consider  the  historical  returns  on
different types of assets. The following charts present historical return trends
for various types of securities.  The information presented,  while not directly
related  to  the  performance  of the  Investment  Funds,  helps  to  provide  a
perspective on the potential  returns of different  asset classes over different
periods of time.  By  combining  this  information  with  knowledge  of personal
financial  needs  (e.g.,  the length of time until you  retire,  your  financial
requirements at retirement), you may be able to better determine how you wish to
allocate contributions among the Investment Funds.                              

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Historically,   the  long-term  investment  performance  of  common  stocks  has
generally  been superior to that of long- or  short-term  debt  securities.  For
those investors who have many years until retirement,  or whose primary focus is
on long-term growth  potential and protection  against  inflation,  there may be
advantages  to allocating  some or all of their  Annuity  Account Value to those
Investment Funds that invest in stocks.                                         

Growth of $1 Invested on January 1, 1957  
(Values are as of last business day)

[THE FOLLOWING DATA WAS REPRESENTED AS A                                        
SHADED AREA GRAPH IN THE TYPESET DOCUMENT:]                                     

Common Stock    Inflation                       
1957                 0.89         1.03                                    
1958                 1.28         1.05                                    
1959                 1.43         1.06                                    
1960                 1.44         1.08                                    
1961                 1.83         1.09                                    
1962                 1.67         1.10                                    
1963                 2.05         1.12                                    
1964                 2.38         1.13                                    
1965                 2.68         1.15                                    
1966                 2.41         1.19                                    
1967                 2.99         1.23                                    
1968                 3.32         1.29                                    
1969                 3.04         1.36                                    
1970                 3.16         1.44                                    
1971                 3.61         1.49                                    
1972                 4.30         1.54                                    
1973                 3.67         1.67                                    
1974                 2.70         1.88                                    
1975                 3.70         2.01                                    
1976                 4.58         2.11                                    
1977                 4.25         2.25                                    
1978                 4.53         2.45                                    
1979                 5.37         2.78                                    
1980                 7.11         3.12                                    
1981                 6.76         3.40                                    
1982                 8.20         3.54                                    
1983                10.05         3.67                                    
1984                10.68         3.81                                    
1985                14.11         3.96                                    
1986                16.72         4.00                                    
1987                17.60         4.18                                    
1988                20.55         4.36                                    
1989                27.03         4.57                                    
1990                26.17         4.85                                    
1991                34.16         4.99                                    
1992                36.78         5.14                                    
1993                40.46         5.28                                    
1994                40.99         5.42                                    
1995                56.33         5.56                                    
1996                69.33         5.74                                    
1997                92.44         5.85                                    

[WHITE AREA = COMMON STOCK]                                                     
[BLACK AREA = INFLATION]                                                        

[END OF GRAPHICALLY REPRESENTED DATA]                                           

Source:  Ibbotson Associates,  Inc. See discussion and information preceding and
following chart.                                                                

Over shorter periods of time, however,  common stocks tend to be subject to more
dramatic changes in value than fixed-income (debt) securities. Investors who are
nearing retirement age, or who have a need to limit short-term risk, may find it
preferable to allocate a smaller  percentage  of their Annuity  Account Value to
those  Investment  Funds  that  invest in common  stocks.  The  following  graph
illustrates the monthly  fluctuations in value of $1 based on monthly returns of
the  Standard & Poor's 500 during  1990,  a year that  represents  more  typical
volatility than 1997.                                                           

Growth of $1 Invested on January 1, 1990
(Values are as of last business day)

[THE FOLLOWING DATA WAS REPRESENTED AS A BLACK & WHITE LINE GRAPH               
IN THE TYPESET DOCUMENT:]                                                       

Intermediate-Term           
           Govt. Bonds               Common Stocks
1/1/90                      1.00                      1.00                  
Jan.                        0.99                      0.93                  
Feb.                        0.99                      0.94                  
Mar.                        0.99                      0.97                  
Apr.                        0.98                      0.95                  
May                         1.01                      1.04                  
June                        1.02                      1.03                  
July                        1.04                      1.03                  
Aug.                        1.03                      0.93                  
Sep.                        1.04                      0.89                  
Oct.                        1.06                      0.89                  
Nov.                        1.08                      0.94                  
Dec.                        1.10                      0.97                  

[BLACK DOTS = INTERMEDIATE-TERM GOVT. BONDS]                                    
[WHITE DOTS = COMMON STOCKS]                                                    

[END OF GRAPHICALLY REPRESENTED DATA]                                           

Source:  Ibbotson Associates,  Inc. See discussion and information preceding and
following chart.                                                                

The following  chart  illustrates  average  annual rates of return over selected
time periods between December 31, 1926 and December 31, 1997 for different types
of securities:  common stocks,  long-term government bonds,  long-term corporate
bonds,   intermediate-term   government  bonds  and  U.S.  Treasury  Bills.  For
comparison  purposes,  the  Consumer  Price  Index  is  shown  as a  measure  of
inflation.  The  average  annual  returns  shown in the  chart  reflect  capital
appreciation  and  assume  the  reinvestment  of  dividends  and  interest.   No
investment management fees or expenses, and no charges typically associated with
deferred annuity products, are reflected.                                       

The  information  presented is merely a summary of past experience for unmanaged
groups  of  securities  and is  neither  an  estimate  or  guarantee  of  future
performance.  Any  investment in securities,  whether  equity or debt,  involves
varying  degrees of potential  risk, in addition to offering  varying degrees of
potential reward.                                                               

The  rates of  return  illustrated  do not  represent  returns  of the  Separate
Account.  In  addition,  there  is no  assurance  that  the  performance  of the
Investment Funds will correspond to rates of return such as those illustrated in
the chart.                                                                      

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                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------
                                           MARKET TRENDS:                                           
                                 ILLUSTRATIVE ANNUAL RATES OF RETURN                                
----------------------------------------------------------------------------------------------------
                                                       LONG-TERM  INTERMEDIATE-   U.S.              
FOR THE FOLLOWING PERIODS        COMMON    LONG-TERM   CORPORATE      TERM      TREASURY  CONSUMER  
ENDING 12/31/97:                 STOCKS   GOVT. BONDS    BONDS     GOVT. BONDS    BILLS  PRICE INDEX
----------------------------------------------------------------------------------------------------
                                                                                                    
    1 Year                       33.36%     15.85%      12.95%        8.38%       5.26%     1.92%   
    3 Years                      31.15%     14.76%      13.36%        8.93%       5.35%     2.59%   
    5 Years                      20.24%     10.51%       9.22%        6.40%       4.57%     2.64%   
   10 Years                      18.05%     11.32%      10.85%        8.33%       5.44%     3.43%   
   20 Years                      16.65%     10.39%      10.29%        9.51%       7.29%     4.90%   
   30 Years                      12.12%      8.63%       8.86%        8.52%       6.77%     5.34%   
   40 Years                      12.30%      6.71%       7.09%        7.10%       5.85%     4.44%   
   50 Years                      13.12%      5.70%       6.07%        6.04%       4.99%     3.94%   
   60 Years                      12.53%      5.31%       5.54%        5.44%       4.18%     4.11%   
Since 12/31/26                   10.99%      5.19%       5.71%        5.25%       3.77%     3.17%   
Inflation adjusted since 1926     7.58%      1.96%       2.46%        2.02%       0.58%       --    
----------------------------------------------------------------------------------------------------

SOURCE:  Ibbotson,  Roger G., and Rex A. Sinquefield,  Stocks, Bonds, Bills, and
Inflation  (SBBI),  1982,  updated in Stocks,  Bonds,  Bills and  Inflation 1998
Yearbook,(TM) Ibbotson Associates, Inc., Chicago. All rights reserved.          

COMMON  STOCKS (S&P 500) -- Standard and Poor's  Composite  Index,  an unmanaged
weighted  index of the  stock  performance  of 500  industrial,  transportation,
utility and financial companies.                                                

LONG-TERM  GOVERNMENT BONDS -- Measured using a one-bond  portfolio  constructed
each year  containing a bond with  approximately  a  twenty-year  maturity and a
reasonably current coupon.                                                      

LONG-TERM  CORPORATE  BONDS  -- For the  period  1969-1997,  represented  by the
Salomon  Brothers  Long-Term,  High-Grade  Corporate Bond Index;  for the period
1946-1968,  the Salomon  Brothers  Index was backdated  using  Salomon  Brothers
monthly  yield data and a methodology  similar to that used by Salomon  Brothers
for  1969-1997;  for the period  1927-1945,  the  Standard  and  Poor's  monthly
High-Grade Corporate Composite yield data were used, assuming a 4 percent coupon
and a twenty-year maturity.                                                     

INTERMEDIATE-TERM   GOVERNMENT  BONDS  --  Measured  by  a  one-bond   portfolio
constructed each year containing a bond with approximately a five-year maturity.

U.S. TREASURY BILLS -- Measured by rolling over each month a one-bill  portfolio
containing,  at the  beginning  of each  month,  the bill  having  the  shortest
maturity not less than one month.                                               

INFLATION  --  Measured  by the  Consumer  Price  Index for all Urban  Consumers
(CPI-U), not seasonally adjusted.                                               

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

PART 6 -- FINANCIAL STATEMENTS                                                  

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

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

INDEX TO FINANCIAL STATEMENTS                                                   

                                                        [Enlarge/Download Table]
                                                                                                              
Report of Independent Accountants.......................................................................  FS-2
Financial Statements:                                                                                         
      Statements of Assets and Liabilities, December 31, 1997...........................................  FS-3
      Statements of Operations for the Year Ended December 31, 1997.....................................  FS-6
      Statements of Changes in Net Assets for the Years Ended December 31, 1997 and 1996................  FS-9
      Notes to Financial Statements..................................................................... FS-14

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS                                      

                                                        [Enlarge/Download Table]
                                                                                                            
Report of Independent Accountants....................................................................... F-1
Consolidated Financial Statements:                                                                          
   Consolidated Balance Sheets, December 31, 1997 and 1996.............................................. F-2
   Consolidated Statements of Earnings, Years Ended December 31, 1997, 1996 and 1995.................... F-3
   Consolidated Statements of Shareholder's Equity, Years Ended December 31, 1997,                          
     1996 and 1995...................................................................................... F-4
   Consolidated Statements of Cash Flows, Years Ended December 31, 1997, 1996 and 1995.................. F-5
   Notes to Consolidated Financial Statements........................................................... F-6

FS-1

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 REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of                                                    
The Equitable Life Assurance Society of the United States                       
and Contractowners of Separate Account No. 45                                   
of The Equitable Life Assurance Society of the United States                    

In our opinion,  the  accompanying  statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of the Alliance Money Market Fund,
Alliance  Intermediate  Government Securities Fund, Alliance High Yield Fund, T.
Rowe Price Equity Income Fund,  EQ/Putnam  Growth & Income Value Fund,  Alliance
Growth & Income  Fund,  Alliance  Equity Index Fund,  Merrill  Lynch Basic Value
Equity Fund,  Alliance  Common Stock Fund,  MFS Research Fund,  Alliance  Global
Fund,  Alliance  International  Fund,  T. Rowe Price  International  Stock Fund,
Morgan Stanley  Emerging  Markets Equity Fund,  Alliance  Aggressive Stock Fund,
Warburg  Pincus Small Company Value Fund,  Alliance  Small Cap Growth Fund,  MFS
Emerging Growth Companies Fund, Alliance Conservative  Investors Fund, EQ/Putnam
Balanced Fund,  Alliance Growth  Investors Fund and Merrill Lynch World Strategy
Fund,  separate  investment funds of The Equitable Life Assurance Society of the
United States  ("Equitable  Life") Separate  Account No. 45 at December 31, 1997
and the  results of each of their  operations  and  changes in each of their net
assets  for  the  periods  indicated  in  conformity  with  generally   accepted
accounting  principles.  These financial  statements are the  responsibility  of
Equitable  Life's  management;  our  responsibility  is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
financial  statements in accordance with generally  accepted auditing  standards
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates  made by management  and evaluating the overall
financial  statement  presentation.  We believe that our audits,  which included
confirmation  of shares  owned in The Hudson  River Trust and in The EQ Advisors
Trust at December 31, 1997 with the transfer agent,  provide a reasonable  basis
for the opinion expressed above.                                                

Price Waterhouse LLP                                                            
New York, New York                                                              
February 10, 1998                                                               

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

STATEMENTS OF ASSETS AND LIABILITIES                                            
DECEMBER 31, 1997                                                               

                                                        [Enlarge/Download Table]

                                                                   FIXED INCOME SERIES                                       
                                                   --------------------------------------------                              
                                                                    ALLIANCE                                                 
                                                    ALLIANCE      INTERMEDIATE                                               
                                                     MONEY         GOVERNMENT     ALLIANCE                                   
                                                     MARKET        SECURITIES       HIGH                                     
                                                      FUND            FUND       YIELD FUND                                  
                                                   -----------   -------------  ---------------                              
ASSETS                                                                                                                       
                                                                                                                             
Investments in shares of the Trusts --                                                                                       
  at market value (Note 1)                                                                                                   
       Cost:                 $82,037,124.......... $81,571,923                                                               
                              11,097,635..........               $11,119,574                                                 
                              19,330,287..........                              $18,544,101                                  
 Receivable (payable) for policy-related                                                                                     
   transactions...................................   2,903,327        50,563        662,782                                  
                                                   -----------   -----------   ------------                                  
Total Assets......................................  84,475,250    11,170,137     19,206,883                                  
                                                   -----------   -----------   ------------                                  

LIABILITIES                                                                                                                  
Payable (receivable) for the Trust shares                                                                                    
   purchased......................................   2,910,079        52,140        665,890                                  
Amount retained by Equitable Life in Separate                                                                                
   Account No. 45 (Note 5)........................     206,810        55,747         59,654                                  
                                                   -----------   -----------   ------------                                  
Total Liabilities.................................   3,116,889       107,887        725,544                                  
                                                   -----------   -----------   ------------                                  

NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS........ $81,358,361   $11,062,250    $18,481,339                                  
                                                   ===========   ===========   ============                                  



                                                                                      EQUITY SERIES                          
                                                   --------------------------------------------------------------------------
                                                                                                                  MERRILL    
                                                   T. ROWE PRICE     EQ/PUTNAM                      ALLIANCE       LYNCH     
                                                      EQUITY          GROWTH &       ALLIANCE        EQUITY     BASIC VALUE  
                                                       EQUITY      INCOME VALUE     GROWTH &         INDEX         EQUITY    
                                                    INCOME FUND        FUND         INCOME FUND       FUND          FUND     
                                                   -------------  --------------    -----------   -----------  --------------
ASSETS                                                                                                                       
                                                                                                                             
Investments in shares of the Trusts --                                                                                       
  at market value (Note 1)                                                                                                   
       Cost:                  18,007,458.......... $18,987,864                                                               
                              14,008,930..........                $14,200,058                                                
                              88,651,911..........                                $94,268,289                                
                                  99,286..........                                                $104,008                   
                               9,928,247..........                                                             $9,863,914    
Receivable (payable) for policy-related                                                                                      
   transactions...................................     105,202        186,146         809,151           (8)        34,834    
                                                   -----------    -----------     -----------    ---------     ----------    
Total Assets......................................  19,093,066     14,386,204      95,077,440      104,000      9,898,748    
                                                   -----------    -----------     -----------    ---------     ----------    

LIABILITIES                                                                                                                  
Payable (receivable) for the Trust shares                                                                                    
   purchased......................................     109,104        189,102         829,693           --         36,845    
Amount retained by Equitable Life in Separate                                                                                
   Account No. 45 (Note 5)........................      15,447         11,682         366,973        6,482          7,463    
                                                   -----------    -----------     -----------    ---------     ----------    
Total Liabilities.................................     124,551        200,784       1,196,666        6,482         44,308    
                                                   -----------    -----------     -----------    ---------     ----------    

NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS........ $18,968,515    $14,185,420     $93,880,774    $  97,518     $9,854,440    
                                                   ===========    ===========     ===========    =========     ==========    

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

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

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                
DECEMBER 31, 1997                                                               

                                                        [Enlarge/Download Table]

                                                                              EQUITY SERIES (CONTINUED)                 
                                                            ------------------------------------------------------------

                                                              ALLIANCE                                                  
                                                              COMMON              MFS        ALLIANCE        ALLIANCE   
                                                               STOCK           RESEARCH       GLOBAL       INTERNATIONAL
                                                                FUND             FUND          FUND            FUND     
                                                            ------------    ------------   ------------    -------------
ASSETS                                                                                                                  
                                                                                                                        
Investments in shares of the Trusts --                                                                                  
at market value (Note 1)                                                                                                
Cost:                       $297,090,529................... $320,541,976                                                
                              11,939,823...................                 $11,977,333                                 
                              38,334,848...................                                $38,090,450                  
                              18,748,095...................                                               $16,610,244   
Receivable (payable) for policy-related transactions.......    1,219,096         44,794        646,213         31,494   
                                                            ------------    -----------    -----------    -----------   
Total Assets...............................................  321,761,072     12,022,127     38,736,663     16,641,738   
                                                            ------------    -----------    -----------    -----------   

LIABILITIES                                                                                                             
Payable (receivable) for the Trust shares purchased........    1,275,113         47,322         83,460         68,383   
Amount retained by Equitable Life in Separate                                                                           
   Account No. 45 (Note 5).................................    1,176,309         10,019        143,534         90,013   
                                                            ------------    -----------    -----------    -----------   
Total Liabilities..........................................    2,451,422         57,341        226,994        158,396   
                                                            ------------    -----------    -----------    -----------   

NET ASSETS ATTRIBUTABLE TO CONTRACT  OWNERS................ $319,309,650    $11,964,786    $38,509,669    $16,483,342   
                                                            ============    ===========    ===========    ===========   



                                                                     EQUITY SERIES (CONTINUED)                          
                                                            -----------------------------------------                   
                                                                 T. ROWE     MORGAN                                     
                                                                  PRICE      STANLEY       ALLIANCE                     
                                                              INTERNATIONAL  EMERGING     AGGRESSIVE                    
                                                                  STOCK       MARKETS       STOCK                       
                                                                   FUND     EQUITY FUND      FUND                       
                                                            -------------  -----------  ------------                    
ASSETS                                                                                                                  
                                                                                                                        
Investments in shares of the Trusts --                                                                                  
at market value (Note 1)                                                                                                
Cost:                         13,205,929................... $12,628,951                                                 
                               2,479,420...................                 $2,241,138                                  
                             122,157,062...................                               $118,305,660                  
Receivable (payable) for policy-related transactions.......    (241,260)        14,961          55,012                  
                                                            -----------     ----------    ------------                  
Total Assets...............................................  12,387,691      2,256,099     118,360,672                  
                                                            -----------     ----------    ------------                  

LIABILITIES                                                                                                             
Payable (receivable) for the Trust shares purchased........    (238,550)        15,412          76,530                  
Amount retained by Equitable Life in Separate                                                                           
   Account No. 45 (Note 5).................................       9,534          1,594         456,464                  
                                                            -----------     ----------    ------------                  
Total Liabilities..........................................    (229,016)        17,006         532,994                  
                                                            -----------     ----------    ------------                  

NET ASSETS ATTRIBUTABLE TO CONTRACT  OWNERS................ $12,616,707     $2,239,093    $117,827,678                  
                                                            ===========     ==========    ============                  

-------------------------                                                       
See Notes to Financial Statements.                                              
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THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       
SEPARATE ACCOUNT NO. 45                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONCLUDED)                                
DECEMBER 31, 1997                                                               

                                                        [Enlarge/Download Table]

                                                                         EQUITY SERIES (CONTINUED)               
                                                           -----------------------------------------             
                                                             WARBURG                         MFS                 
                                                             PINCUS         ALLIANCE      EMERGING               
                                                              SMALL         SMALL CAP      GROWTH                
                                                             COMPANY         GROWTH       COMPANIES              
                                                            VALUE FUND        FUND           FUND                
                                                           -----------    -----------    -----------             
ASSETS                                                                                                           
                                                                                                                 
Investments in shares of the Trusts --                                                                           
at market value (Note 1)                                                                                         
Cost:                        $25,096,987.................. $24,796,551                                           
                              16,633,779..................                $16,289,343                            
                              12,205,272..................                               $11,946,078             
Receivable (payable) for policy-related transactions......     208,290        107,600         73,764             
                                                           -----------    -----------    -----------             
Total Assets..............................................  25,004,841     16,396,943     12,019,842             
                                                           -----------    -----------    -----------             

LIABILITIES                                                                                                      
Payable (receivable) for the Trust shares purchased.......     213,483        114,679         76,254             
Amount retained by Equitable Life in Separate                                                                    
   Account No. 45 (Note 5)................................      19,432         54,205          9,228             
                                                           -----------    -----------    -----------             
Total Liabilities.........................................     232,915        168,884         85,482             
                                                           -----------    -----------    -----------             

NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS................ $24,771,926    $16,228,059    $11,934,360             
                                                           ===========    ===========    ===========             


                                                                                 ASSET ALLOCATION SERIES         
                                                           ------------------------------------------------------
                                                                                                         MERRILL 
                                                             ALLIANCE                     ALLIANCE        LYNCH  
                                                           CONSERVATIVE    EQ/PUTNAM       GROWTH         WORLD  
                                                            INVESTORS      BALANCED      INVESTORS       STRATEGY
                                                               FUND          FUND           FUND           FUND  
                                                           ------------   ----------     ----------    ----------
ASSETS                                                                                                           
                                                                                                                 
Investments in shares of the Trusts --                                                                           
at market value (Note 1)                                                                                         
Cost:                         20,991,531.................. $21,474,276                                           
                               5,965,298..................                $6,038,880                             
                              64,675,197..................                              $66,360,908              
                               2,544,176..................                                             $2,415,053
Receivable (payable) for policy-related transactions......     146,316        76,680        120,470         9,748
                                                           -----------    ----------    -----------    ----------
Total Assets..............................................  21,620,592     6,115,560     66,481,378     2,424,801
                                                           -----------    ----------    -----------    ----------

LIABILITIES                                                                                                      
Payable (receivable) for the Trust shares purchased.......     149,280        77,927        132,026        10,238
Amount retained by Equitable Life in Separate                                                                    
   Account No. 45 (Note 5)................................     142,854         4,667        366,318         1,768
                                                           -----------    ----------    -----------    ----------
Total Liabilities.........................................     292,134        82,594        498,344        12,006
                                                           -----------    ----------    -----------    ----------

NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS................ $21,328,458    $6,032,966    $65,983,034    $2,412,795
                                                           ===========    ==========    ===========    ==========

-------------------------                                                       
See Notes to Financial Statements.                                              
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THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       
SEPARATE ACCOUNT NO. 45                                                         

STATEMENTS OF OPERATIONS                                                        
FOR THE YEAR ENDED DECEMBER 31, 1997                                            

                                                        [Enlarge/Download Table]

                                                                      FIXED INCOME SERIES                                   
                                                            --------------------------------------                          
                                                                            ALLIANCE                                        
                                                             ALLIANCE     INTERMEDIATE   ALLIANCE                           
                                                              MONEY        GOVERNMENT      HIGH                             
                                                              MARKET       SECURITIES     YIELD                             
                                                               FUND           FUND        FUND(A)                           
                                                            -----------    ----------   -----------                         
INCOME AND EXPENSES:                                                                                                        
                                                                                                                            
Investment Income (Note 2):                                                                                                 
   Dividends from the Trusts .............................. $ 2,767,636    $ 373,989    $   654,819                         
Expenses (Note 3):                                                                                                          
Asset based charges .......................................     445,521       70,280         53,671                         
                                                            -----------    ---------    -----------                         
NET INVESTMENT INCOME (LOSS) ..............................   2,322,115      303,709        601,148                         
                                                            -----------    ---------    -----------                         

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                                      
   INVESTMENTS (NOTE 2):                                                                                                    
Realized gain (loss) on investments .......................      59,011       12,754         76,963                         
Realized gain distribution from the Trusts ................       5,264           --        706,360                         
                                                            -----------    ---------    -----------                         
   Net Realized Gain (Loss) ...............................      64,275       12,754        783,323                         
                                                            -----------    ---------    -----------                         
Unrealized appreciation (depreciation) on                                                                                   
   investments                                                                                                              
Beginning of period .......................................    (197,899)     (36,715)            --                         
End of period .............................................    (465,201)      21,939       (786,186)                        
                                                            -----------    ---------    -----------                         
Change in unrealized appreciation (depreciation)                                                                            
during the period .........................................    (267,302)      58,654       (786,186)                        
                                                            -----------    ---------    -----------                         

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                                  
   INVESTMENTS ............................................    (203,027)      71,408         (2,863)                        
                                                            -----------    ---------    -----------                         
NET INCREASE IN NET ASSETS RESULTING FROM                                                                                   
   OPERATIONS ............................................. $ 2,119,088    $ 375,117    $   598,285                         
                                                            ===========    =========    ===========                         


                                                                                      EQUITY SERIES                         
                                                            --------------------------------------------------------------- 
                                                             T. ROWE                                             MERRILL    
                                                              PRICE       EQ/PUTNAM     ALLIANCE    ALLIANCE      LYNCH     
                                                              EQUITY       GROWTH &     GROWTH &     EQUITY     BASIC VALUE 
                                                              INCOME        INCOME       INCOME      INDEX        EQUITY    
                                                              FUND(A)       FUND(A)    VALUE FUND   FUND(A)       FUND(A)   
                                                            -----------    --------    ----------   --------    ----------- 
INCOME AND EXPENSES:                                                                                                        
                                                                                                                            
Investment Income (Note 2):                                                                                                 
   Dividends from the Trusts .............................. $  141,756   $    65,607   $    522,395    $    596    $ 49,960 
Expenses (Note 3):                                                                                                          
Asset based charges .......................................     62,938        44,334        617,639         409      29,450 
                                                            ----------   -----------   ------------    --------    -------- 
NET INVESTMENT INCOME (LOSS) ..............................     78,818        21,273        (95,244)        187      20,510 
                                                            ----------   -----------   ------------    --------    -------- 

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                                      
   INVESTMENTS (NOTE 2):                                                                                                    
Realized gain (loss) on investments .......................      2,121           963        707,686       1,022         711 
Realized gain distribution from the Trusts ................     52,414        53,683      5,306,878         370      47,068 
                                                            ----------   -----------   ------------    --------    -------- 
   Net Realized Gain (Loss) ...............................     54,535        54,646      6,014,564       1,392      47,779 
                                                            ----------   -----------   ------------    --------    -------- 
Unrealized appreciation (depreciation) on                                                                                   
   investments                                                                                                              
Beginning of period .......................................         --            --        764,236          --          -- 
End of period .............................................    980,406       191,128      5,616,378       4,722     (64,333)
                                                            ----------   -----------   ------------    --------    -------- 
Change in unrealized appreciation (depreciation)                                                                            
during the period .........................................    980,406       191,128      4,852,142       4,722     (64,333)
                                                            ----------   -----------   ------------    --------    -------- 

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                                  
   INVESTMENTS ............................................  1,034,941       245,774     10,866,706       6,114     (16,554)
                                                            ----------   -----------   ------------    --------    -------- 
NET INCREASE IN NET ASSETS RESULTING FROM                                                                                   
   OPERATIONS ............................................. $1,113,759   $   267,047   $ 10,771,462    $  6,301    $  3,956 
                                                            ==========   ===========   ============    ========    ======== 

-------------------------                                                       
(a) Commenced operations on May 1, 1997.                                        

See Notes to Financial Statements.                                              

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

STATEMENTS OF OPERATIONS (CONTINUED)                                            
FOR THE YEAR ENDED DECEMBER 31, 1997                                            

                                                        [Enlarge/Download Table]

                                                                        EQUITY SERIES (CONTINUED)                
                                                        ---------------------------------------------------------

                                                           ALLIANCE                                  ALLIANCE    
                                                            COMMON          MFS      ALLIANCE         INTER-     
                                                             STOCK       RESEARCH     GLOBAL         NATIONAL    
                                                             FUND         FUND(A)      FUND            FUND      
                                                        ------------    ----------  ------------  -----------    
INCOME AND EXPENSES:                                                                                             
                                                                                                                 
Investment Income (Note 2):                                                                                      
   Dividends from the Trusts .........................   $ 1,007,250    $ 25,364    $  662,565    $   454,446    
Expenses (Note 3):                                                                                               
Asset based charges ..................................     2,216,874      40,703       334,193        165,980    
                                                         -----------    --------    ----------    -----------    
NET INVESTMENT INCOME (LOSS) .........................    (1,209,624)    (15,339)      328,372        288,466    
                                                         -----------    --------    ----------    -----------    

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                           
   INVESTMENTS (NOTE 2):                                                                                         
Realized gain (loss) on investments ..................     3,442,671       1,227       423,327        259,996    
Realized gain distribution from the Trusts ...........    23,990,653     100,696     2,414,538        833,830    
                                                         -----------    --------    ----------    -----------    
   Net Realized Gain (Loss) ..........................    27,433,324     101,923     2,837,865      1,093,826    
Unrealized appreciation (depreciation) on investments:                                                           
Beginning of period ..................................     1,356,454          --       199,484         31,388    
End of period ........................................    23,451,447      37,510      (244,398)    (2,137,851)   
                                                         -----------    --------    ----------    -----------    
Change in unrealized appreciation (depreciation)                                                                 
   during the period .................................    22,094,993      37,510      (443,882)    (2,169,239)   
                                                         -----------    --------    ----------    -----------    

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                       
   INVESTMENTS .......................................    49,528,317     139,433     2,393,983     (1,075,413)   
                                                         -----------    --------    ----------    -----------    
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                             
   OPERATIONS ........................................   $48,318,693    $124,094    $2,722,355    $  (786,947)   
                                                         ===========    ========    ==========    ===========    


                                                               EQUITY SERIES (CONTINUED)                         
                                                        -------------------------------------                    
                                                          T. ROWE     MORGAN                                     
                                                           PRICE      STANLEY                                    
                                                           INTER-    EMERGING      ALLIANCE                      
                                                          NATIONAL    MARKETS     AGGRESSIVE                     
                                                           STOCK      EQUITY        STOCK                        
                                                          FUND(A)     FUND(B)        FUND                        
                                                        ----------   ---------   ------------                    
INCOME AND EXPENSES:                                                                                             
                                                                                                                 
Investment Income (Note 2):                                                                                      
   Dividends from the Trusts .........................  $   1,646    $   6,387    $   105,375                    
Expenses (Note 3):                                                                                               
Asset based charges ..................................     47,444        5,153        985,564                    
                                                        ---------    ---------    -----------                    
NET INVESTMENT INCOME (LOSS) .........................    (45,798)       1,234       (880,189)                   
                                                        ---------    ---------    -----------                    

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                           
   INVESTMENTS (NOTE 2):                                                                                         
Realized gain (loss) on investments ..................    (53,503)     (26,406)        61,253                    
Realized gain distribution from the Trusts ...........         --           --      9,818,273                    
                                                        ---------    ---------    -----------                    
   Net Realized Gain (Loss) ..........................    (53,503)     (26,406)     9,879,526                    
Unrealized appreciation (depreciation) on investments:                                                           
Beginning of period ..................................         --           --     (2,165,186)                   
End of period ........................................   (576,978)    (238,282)    (3,851,402)                   
                                                        ---------    ---------    -----------                    
Change in unrealized appreciation (depreciation)                                                                 
   during the period .................................   (576,978)    (238,282)    (1,686,216)                   
                                                        ---------    ---------    -----------                    

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                       
   INVESTMENTS .......................................   (630,481)    (264,688)     8,193,310                    
                                                        ---------    ---------    -----------                    
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                             
   OPERATIONS ........................................  $(676,279)   $(263,454)   $ 7,313,121                    
                                                        =========    =========    ===========                    

-------------------------                                                       
(a) Commenced operations on May 1, 1997.                                        

(b) Commenced operations on November 20, 1997.                                  

See Notes to Financial Statements.                                              

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

STATEMENTS OF OPERATIONS (CONCLUDED)                                            
FOR THE YEAR ENDED DECEMBER 31, 1997                                            

                                                        [Enlarge/Download Table]

                                                               EQUITY SERIES (CONTINUED)                   
                                                        -------------------------------------              
                                                          WARBURG                                          
                                                           PINCUS                     MFS                  
                                                           SMALL       ALLIANCE     EMERGING               
                                                          COMPANY      SMALL CAP     GROWTH                
                                                           VALUE        GROWTH     COMPANIES               
                                                          FUND(A)       FUND(A)      FUND(A)               
                                                        ---------    ----------   -----------              
INCOME AND EXPENSES:                                                                                       
                                                                                                           
Investment Income (Note 2):                                                                                
   Dividends from the Trusts .........................  $  21,393    $     773    $  22,515                
Expenses (Note 3):                                                                                         
Asset based charges ..................................     85,830       50,629       38,336                
                                                        ---------    ---------    ---------                
NET INVESTMENT INCOME (LOSS) .........................    (64,437)     (49,856)     (15,821)               
                                                        ---------    ---------    ---------                

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                     
   INVESTMENTS (NOTE 2):                                                                                   
Realized gain (loss) on investments ..................    228,992       62,796       52,672                
Realized gain distribution from the Trusts ...........    109,076      377,750      274,537                
                                                        ---------    ---------    ---------                
   Net Realized Gain (Loss) ..........................    338,068      440,546      327,209                
                                                                     ---------    ---------                

Unrealized appreciation (depreciation) on investments:                                                     
Beginning of period ..................................         --           --           --                
End of period ........................................   (300,436)    (344,436)    (259,194)               
                                                        ---------    ---------    ---------                
Change in unrealized appreciation (depreciation)                                                           
   during the period .................................   (300,436)    (344,436)    (259,194)               
                                                        ---------    ---------    ---------                

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                 
   INVESTMENTS .......................................     37,632       96,110       68,015                
                                                        ---------    ---------    ---------                
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                       
   OPERATIONS ........................................  $ (26,805)   $  46,254    $  52,194                
                                                        =========    =========    =========                


                                                                      ASSET ALLOCATION SERIES              
                                                        ---------------------------------------------------

                                                                                                  MERRILL  
                                                          ALLIANCE                  ALLIANCE       LYNCH   
                                                        CONSERVATIVE  EQ/PUTNAM      GROWTH        WORLD   
                                                         INVESTORS    BALANCED      INVESTORS     STRATEGY 
                                                            FUND       FUND(A)        FUND         FUND(A) 
                                                        ----------   ----------    -----------   ----------
INCOME AND EXPENSES:                                                                                       
                                                                                                           
Investment Income (Note 2):                                                                                
   Dividends from the Trusts .........................   $  647,522   $  69,781    $ 1,260,100    $ 10,682 
Expenses (Note 3):                                                                                         
Asset based charges ..................................      165,768      18,233        523,559       7,708 
                                                         ----------   ---------    -----------    -------- 
NET INVESTMENT INCOME (LOSS) .........................      481,754      51,548        736,541       2,974 
                                                         ----------   ---------    -----------    -------- 

REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                     
   INVESTMENTS (NOTE 2):                                                                                   
Realized gain (loss) on investments ..................       49,147      (1,203)       187,731        (109)
Realized gain distribution from the Trusts ...........      638,548      46,731      3,432,867      24,328 
                                                         ----------   ---------    -----------    -------- 
   Net Realized Gain (Loss) ..........................      687,695      45,528      3,620,598      24,219 
                                                         ----------   ---------    -----------    -------- 

Unrealized appreciation (depreciation) on investments:                                                     
Beginning of period ..................................        4,651          --       (158,777)         -- 
End of period ........................................      482,745      73,582      1,685,711    (129,123)
                                                         ----------   ---------    -----------    -------- 
Change in unrealized appreciation (depreciation)                                                           
   during the period .................................      478,094      73,582      1,844,488    (129,123)
                                                         ----------   ---------    -----------    -------- 

NET REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                 
   INVESTMENTS .......................................    1,165,789     119,110      5,465,086    (104,904)
                                                         ----------   ---------    -----------    -------- 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                       
   OPERATIONS ........................................   $1,647,543   $ 170,658    $ 6,201,627   $(101,930)
                                                         ==========   =========    ===========    =========

-------------------------                                                       
(a) Commenced operations on May 1, 1997.                                        

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS                                             
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                      FIXED INCOME SERIES:                 
                                                              ----------------------------------           

                                                                          ALLIANCE                         
                                                                     MONEY MARKET FUND                     
                                                              ------------------------------               
                                                                   1997            1996                    
                                                              -------------    -------------               

INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
                                                                                                           
   Net investment income ...................................  $   2,322,115    $     791,163               
   Net realized gain (loss) ................................         64,275           19,803               
   Change in unrealized appreciation /(depreciation)                                                       
      of investments .......................................       (267,302)        (165,897)              
                                                              -------------    -------------               

   Net increase in net assets from operations ..............      2,119,088          645,069               
                                                              -------------    -------------               
FROM CONTRACT OWNERS TRANSACTIONS:                                                                         
   Contributions and Transfers:                                                                            
      Contributions ........................................    137,532,670       95,681,367               
      Transfers from other Funds and Guaranteed Interest                                                   
         Account (Note 1) ..................................     55,819,439       19,687,669               
                                                              -------------    -------------               

         Total .............................................    193,352,109      115,369,036               
                                                              -------------    -------------               
      Benefit & other policy transaction ...................      1,577,365          198,356               
   Withdrawals and Transfers:                                                                              
      Withdrawal and administrative charges ................        618,083          514,843               
      Transfers to other Funds and Guaranteed Interest Rate                                                
         Account (Note 1) ..................................    144,167,408       87,121,388               
                                                              -------------    -------------               

         Total .............................................    146,362,856       87,834,587               
                                                              -------------    -------------               

   Net increase in net assets from Contract Owner                                                          
       transactions ........................................     46,989,253       27,534,449               
                                                              -------------    -------------               

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE                                               
   IN SEPARATE ACCOUNT 45 (NOTE 5) .........................        (46,770)         (17,582)              
                                                              -------------    -------------               
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                     
   CONTRACT OWNERS .........................................     49,061,571       28,161,936               
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                            
   CONTRACT OWNERS .........................................     32,296,790        4,134,854               
                                                              -------------    -------------               

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                  
   CONTRACT OWNERS .........................................  $  81,358,361    $  32,296,790               
                                                              =============    =============               


                                                                          FIXED INCOME SERIES:             
                                                              -------------------------------------------- 
                                                                                                ALLIANCE   
                                                                 ALLIANCE INTERMEDIATE         HIGH YIELD  
                                                               GOVERNMENT SECURITIES FUND        FUND(A)   
                                                              ----------------------------    ------------ 
                                                                  1997             1996            1997    
                                                              ------------    ------------    ------------ 

INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
                                                                                                           
   Net investment income ...................................  $    303,709    $    138,808    $    601,148 
   Net realized gain (loss) ................................        12,754         (21,067)        783,323 
   Change in unrealized appreciation /(depreciation)                                                       
      of investments .......................................        58,654         (41,524)       (786,186)
                                                              ------------    ------------    ------------ 

   Net increase in net assets from operations ..............       375,117          76,217         598,285 
                                                              ------------    ------------    ------------ 
FROM CONTRACT OWNERS TRANSACTIONS:                                                                         
   Contributions and Transfers:                                                                            
      Contributions ........................................     5,416,131       1,798,660      13,779,925 
      Transfers from other Funds and Guaranteed Interest                                                   
         Account (Note 1) ..................................     3,270,944       8,533,013      22,095,921 
                                                              ------------    ------------    ------------ 

         Total .............................................     8,687,075      10,331,673      35,875,846 
                                                              ------------    ------------    ------------ 
      Benefit & other policy transaction ...................       189,517          15,968         161,257 
   Withdrawals and Transfers:                                                                              
      Withdrawal and administrative charges ................       128,377          77,637          45,545 
      Transfers to other Funds and Guaranteed Interest Rate                                                
         Account (Note 1) ..................................     1,145,902       8,982,626      17,780,088 
                                                              ------------    ------------    ------------ 

         Total .............................................     1,463,796       9,076,231      17,986,890 
                                                              ------------    ------------    ------------ 

   Net increase in net assets from Contract Owner                                                          
       transactions ........................................     7,223,279       1,255,442      17,888,956 
                                                              ------------    ------------    ------------ 

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE                                               
   IN SEPARATE ACCOUNT NO. 45 (NOTE 5) .....................       (12,130)         (6,709)         (5,902)
                                                              ------------    ------------    ------------ 
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                     
   CONTRACT OWNERS .........................................     7,586,266       1,324,950      18,481,339 
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                            
   CONTRACT OWNERS .........................................     3,475,984       2,151,034              -- 
                                                              ------------    ------------    ------------ 

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                  
   CONTRACT OWNERS .........................................  $ 11,062,250    $  3,475,984    $ 18,481,339 
                                                              ============    ============    ============ 

-------------------------                                                       
(a) Commenced operations on May 1, 1997.                                        

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                          EQUITY SERIES:                                    
                                                                 ------------------------------                             

                                                                   T. ROWE         EQ/PUTNAM                                
                                                                 PRICE EQUITY       GROWTH &                                
                                                                    INCOME        INCOME VALUE                              
                                                                    FUND(A)         FUND(A)                                 
                                                                 --------------  --------------                             
                                                                      1997            1997                                  
                                                                 --------------  --------------                             

INCREASE (DECREASE) IN NET ASSETS:                                                                                          
FROM OPERATIONS:                                                                                                            
                                                                                                                            
   Net investment income (loss) ...............................  $     78,818    $     21,273                               
   Net realized gain (loss) ...................................        54,535          54,646                               
   Change in unrealized appreciation / (depreciation)                                                                       
      of investments ..........................................       980,406         191,128                               
                                                                 ------------    ------------                               

   Net increase in net assets from operations .................     1,113,759         267,047                               
                                                                 ------------    ------------                               
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                          
   Contributions and Transfers:                                                                                             
      Contributions ...........................................    13,813,772      10,975,199                               
      Transfers from other Funds and Guaranteed                                                                             
         Interest Account (Note 1) ............................     4,356,204       3,217,543                               
                                                                 ------------    ------------                               

         Total ................................................    18,169,976      14,192,742                               
                                                                 ------------    ------------                               
      Benefit & other policy transaction ......................        86,052          58,925                               
   Withdrawals and Transfers:                                                                                               
      Withdrawal and administrative charges ...................        40,797          32,578                               
      Transfers to other Funds and Guaranteed Interest                                                                      
         Rate Account (Note 1) ................................       183,349         180,506                               
                                                                 ------------    ------------                               
         Total ................................................       310,198         272,009                               
                                                                 ------------    ------------                               

   Net increase in net assets from Contract Owner                                                                           
      transactions ............................................    17,859,778      13,920,733                               
                                                                 ------------    ------------                               

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                             
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................        (5,022)         (2,360)                              
                                                                 ------------    ------------                               
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                      
   CONTRACT OWNERS ............................................    18,968,515      14,185,420                               
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                             
   CONTRACT OWNERS ............................................            --              --                               
                                                                 ------------    ------------                               

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                   
   CONTRACT OWNERS ............................................  $ 18,968,515    $ 14,185,420                               
                                                                 ============    ============                               


                                                                                       EQUITY SERIES:                       
                                                                 -----------------------------------------------------------

                                                                                                ALLIANCE                    
                                                                           ALLIANCE              EQUITY       MERRILL LYNCH 
                                                                        GROWTH & INCOME           INDEX        BASIC VALUE  
                                                                             FUND                FUND(A)     EQUITY FUND(A) 
                                                                 ---------------------------   ----------    ---------------
                                                                      1997          1996          1997            1997      
                                                                 ------------   ------------   ----------    ---------------

INCREASE (DECREASE) IN NET ASSETS:                                                                                          
FROM OPERATIONS:                                                                                                            
                                                                                                                            
   Net investment income (loss) ...............................  $    (95,244)   $     64,283    $    187    $     20,510   
   Net realized gain (loss) ...................................     6,014,564         693,777       1,392          47,779   
   Change in unrealized appreciation / (depreciation)                                                                       
      of investments ..........................................     4,852,142         698,407       4,722         (64,333)  
                                                                 ------------    ------------    --------    ------------   

   Net increase in net assets from operations .................    10,771,462       1,456,467       6,301           3,956   
                                                                 ------------    ------------    --------    ------------   
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                          
   Contributions and Transfers:                                                                                             
      Contributions ...........................................    58,696,016       6,251,620      77,031       8,075,199   
      Transfers from other Funds and Guaranteed                                                                             
         Interest Account (Note 1) ............................    16,269,895       6,040,990      15,328       1,941,071   
                                                                 ------------    ------------    --------    ------------   

         Total ................................................    74,965,911      12,292,610      92,359      10,016,270   
                                                                 ------------    ------------    --------    ------------   
      Benefit & other policy transaction ......................     1,455,357         130,199          --           9,691   
   Withdrawals and Transfers:                                                                                               
      Withdrawal and administrative charges ...................       425,279          31,991          --          17,792   
      Transfers to other Funds and Guaranteed Interest                                                                      
         Rate Account (Note 1) ................................     4,907,606         342,494          --         137,464   
                                                                 ------------    ------------    --------    ------------   
         Total ................................................     6,788,242         504,684          --         164,947   
                                                                 ------------    ------------    --------    ------------   

   Net increase in net assets from Contract Owner                                                                           
      transactions ............................................    68,177,669      11,787,926      92,359       9,851,323   
                                                                 ------------    ------------    --------    ------------   

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                             
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................       (94,285)        (27,565)     (1,142            (839)  
                                                                 ------------    ------------    --------    ------------   
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                      
   CONTRACT OWNERS ............................................    78,854,846      13,216,828      97,518       9,854,440   
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                             
   CONTRACT OWNERS ............................................    15,025,928       1,809,100          --              --   
                                                                 ------------    ------------    --------    ------------   

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                   
   CONTRACT OWNERS ............................................  $ 93,880,774    $ 15,025,928    $ 97,518    $  9,854,440   
                                                                 ============    ============    ========    ============   

-------------------------                                                       
(a)  Commenced operations on  May 1, 1997.                                      

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                              EQUITY SERIES (CONTINUED):                     
                                                                  ------------------------------------------------           
                                                                                                      MFS                    
                                                                             ALLIANCE              RESEARCH                  
                                                                        COMMON STOCK FUND           FUND(A)                  
                                                                  ----------------------------    ------------               
                                                                      1997            1996              1997                 
                                                                  ------------    ------------    ------------               

INCREASE (DECREASE) IN NET ASSETS:                                                                                           
FROM OPERATIONS:                                                                                                             
                                                                                                                             
   Net investment income (loss) ...............................  $  (1,209,624)   $    (42,865)   $    (15,339)              
   Net realized gain (loss) ...................................     27,433,324       6,011,054         101,923               
   Change in unrealized appreciation / (depreciation)                                                                        
      of investments ..........................................     22,094,993       1,504,011          37,510               
                                                                 -------------    ------------    ------------               

   Net increase (decrease) in net assets from operations ......     48,318,693       7,472,200         124,094               
                                                                 -------------    ------------    ------------               
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                           
   Contributions and Transfers:                                                                                              
      Contributions ...........................................    175,880,351      36,558,323       9,502,168               
      Transfers from other Funds and Guaranteed                                                                              
         Interest Account (Note 1) ............................     61,077,537      34,378,499       2,602,553               
                                                                 -------------    ------------    ------------               

         Total ................................................    236,957,888      70,936,822      12,104,721               
                                                                 -------------    ------------    ------------               
      Benefit & other policy transaction ......................      4,271,079         427,323          28,630               
   Withdrawals and Transfers:                                                                                                
      Withdrawal and administrative charges ...................      1,459,175         290,642          23,738               
      Transfers to other Funds and Guaranteed Interest                                                                       
         Rate Account (Note 1) ................................     35,438,036       8,933,676         209,610               
                                                                 -------------    ------------    ------------               
         Total ................................................     41,168,290       9,651,641         261,978               
                                                                 -------------    ------------    ------------               

   Net increase in net assets from Contract Owner                                                                            
      transactions ............................................    195,789,598      61,285,181      11,842,743               
                                                                 -------------    ------------    ------------               

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                              
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................       (305,436)        (85,006)         (2,051)              
                                                                 -------------    ------------    ------------               
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                       
   CONTRACT OWNERS ............................................    243,802,855      68,672,375      11,964,786               
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                              
   CONTRACT OWNERS ............................................     75,506,795       6,834,420              --               
                                                                 -------------    ------------    ------------               

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                    
   CONTRACT OWNERS ............................................  $ 319,309,650    $ 75,506,795    $ 11,964,786               
                                                                 =============    ============    ============               


                                                                                   EQUITY SERIES (CONTINUED):                
                                                                 ------------------------------------------------------------

                                                                           ALLIANCE                         ALLIANCE         
                                                                         GLOBAL FUND                  INTERNATIONAL FUND     
                                                                 ----------------------------    ----------------------------
                                                                      1997           1996            1997             1996   
                                                                 ------------    ------------    ------------    ------------

INCREASE (DECREASE) IN NET ASSETS:                                                                                           
FROM OPERATIONS:                                                                                                             
                                                                                                                             
   Net investment income (loss) ...............................  $    328,372    $     88,313    $    288,466    $    53,333 
   Net realized gain (loss) ...................................     2,837,865         543,216       1,093,826        234,294 
   Change in unrealized appreciation / (depreciation)                                                                        
      of investments ..........................................      (443,882)        184,372      (2,169,239)        16,354 
                                                                 ------------    ------------    ------------    ----------- 

   Net increase (decrease) in net assets from operations ......     2,722,355         815,901        (786,947)       303,981 
                                                                 ------------    ------------    ------------    ----------- 
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                           
   Contributions and Transfers:                                                                                              
      Contributions ...........................................    20,384,580       9,199,245       9,574,522      3,782,377 
      Transfers from other Funds and Guaranteed                                                                              
         Interest Account (Note 1) ............................     7,792,945       6,255,073      18,180,472      5,791,839 
                                                                 ------------    ------------    ------------    ----------- 

         Total ................................................    28,177,525      15,454,318      27,754,994      9,574,216 
                                                                 ------------    ------------    ------------    ----------- 
      Benefit & other policy transaction ......................       621,118          70,774         341,327         38,451 
   Withdrawals and Transfers:                                                                                                
   Withdrawal and administrative charges ......................       155,169          36,757          97,083         75,353 
      Transfers to other Funds and Guaranteed Interest                                                                       
         Rate Account (Note 1) ................................     6,961,429       1,836,433      18,593,662      1,979,003 
                                                                 ------------    ------------    ------------    ----------- 
         Total ................................................     7,737,716       1,943,964      19,032,072      2,092,807 
                                                                 ------------    ------------    ------------    ----------- 

   Net increase in net assets from Contract Owner                                                                            
      transactions ............................................    20,439,809      13,510,354       8,722,922      7,481,409 
                                                                 ------------    ------------    ------------    ----------- 

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                              
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................       (28,799)        (18,054)        (36,637)       (11,874)
                                                                 ------------    ------------    ------------    ----------- 
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                       
   CONTRACT OWNERS ............................................    23,133,365      14,308,201       7,899,338      7,773,516 
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                              
   CONTRACT OWNERS ............................................    15,376,304       1,068,103       8,584,004        810,488 
                                                                 ------------    ------------    ------------    ----------- 

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                    
   CONTRACT OWNERS ............................................  $ 38,509,669    $ 15,376,304    $ 16,483,342    $ 8,584,004 
                                                                 ============    ============    ============    =========== 

-------------------------                                                       
(a)  Commenced operations on May 1, 1997.                                       

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                                     EQUITY SERIES (CONTINUED):                  
                                                                 ----------------------------------------------------------------
                                                                    T. ROWE         MORGAN                                       
                                                                     PRICE          STANLEY                                      
                                                                     INTER-        EMERGING                                      
                                                                    NATIONAL       MARKETS                 ALLIANCE              
                                                                     STOCK         EQUITY               AGGRESSIVE STOCK         
                                                                     FUND(A)       FUND(B)                   FUND                
                                                                 -------------   -----------   --------------------------------  
                                                                      1997           1997            1997            1996        
                                                                 -------------   -----------   --------------   ---------------  

INCREASE (DECREASE) IN NET ASSETS:                                                                                               
FROM OPERATIONS:                                                                                                                 
                                                                                                                                 
   Net investment income ......................................  $    (45,798)   $     1,234    $    (880,189)   $   (121,400)   
   Net realized gain (loss) ...................................       (53,503)       (26,406)       9,879,526       4,080,335    
   Change in unrealized appreciation / (depreciation)                                                                            
      of investments ..........................................      (576,978)      (238,282)      (1,686,216)     (1,995,216)   
                                                                 ------------    -----------    -------------    ------------    

   Net increase (decrease) in net assets from operations ......      (676,279)      (263,454)       7,313,121       1,963,719    
                                                                 ------------    -----------    -------------    ------------    
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                               
   Contributions and Transfers:                                                                                                  
      Contributions ...........................................     9,658,570      1,617,148       66,019,813      22,776,845    
      Transfers from other Funds and Guaranteed                                                                                  
         Interest Account (Note 1) ............................     5,113,170        889,247       17,726,363      20,452,746    
                                                                 ------------    -----------    -------------    ------------    

         Total ................................................    14,771,740      2,506,395       83,746,176      43,229,591    
                                                                 ------------    -----------    -------------    ------------    
      Benefit & other policy transaction ......................        37,224             --        1,854,804         245,070    
   Withdrawals and Transfers:                                                                                                    
      Withdrawal and administrative charges ...................        22,024            394          482,491          90,356    
      Transfers to other Funds and Guaranteed                                                                                    
         Interest Rate Account (Note 1) .......................     1,416,476          2,488       11,669,668       7,099,325    
                                                                 ------------    -----------    -------------    ------------    

         Total ................................................     1,475,724          2,882       14,006,963       7,434,751    
                                                                 ------------    -----------    -------------    ------------    

   Net increase in net assets from Contract Owner                                                                                
      transactions ............................................    13,296,016      2,503,513       69,739,213      35,794,840    
                                                                 ------------    -----------    -------------    ------------    

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                                  
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................        (3,030)          (966)        (111,908)        (33,503)   
                                                                 ------------    -----------    -------------    ------------    
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                           
   CONTRACT OWNERS ............................................    12,616,707      2,239,093       76,940,426      37,725,056    
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                                  
   CONTRACT OWNERS ............................................            --             --       40,887,252       3,162,196    
                                                                 ------------    -----------    -------------    ------------    
NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                        
   CONTRACT OWNERS ............................................  $ 12,616,707    $ 2,239,093    $ 117,827,678    $ 40,887,252    
                                                                 ============    ===========    =============    ============    


                                                                             EQUITY SERIES (CONTINUED):                          
                                                                 ------------------------------------------------                

                                                                       WARBURG                          MFS                      
                                                                    PINCUS SMALL     ALLIANCE        EMERGING                    
                                                                      COMPANY       SMALL  CAP        GROWTH                     
                                                                       VALUE          GROWTH         COMPANIES                   
                                                                      FUND(A)         FUND(A)         FUND(A)                    
                                                                  ------------   -------------   ----------------                
                                                                       1997           1997            1997                       
                                                                  ------------   -------------   ----------------                

INCREASE (DECREASE) IN NET ASSETS:                                                                                               
FROM OPERATIONS:                                                                                                                 
                                                                                                                                 
   Net investment income ......................................  $    (64,437)   $    (49,856)   $    (15,821)                   
   Net realized gain (loss) ...................................       338,068         440,546         327,209                    
   Change in unrealized appreciation / (depreciation)                                                                            
      of investments ..........................................      (300,436)       (344,436)       (259,194)                   
                                                                 ------------    ------------    ------------                    

   Net increase (decrease) in net assets from operations ......       (26,805)         46,254          52,194                    
                                                                 ------------    ------------    ------------                    
FROM CONTRACT OWNERS TRANSACTIONS:                                                                                               
   Contributions and Transfers:                                                                                                  
      Contributions ...........................................    17,791,841      12,116,331       9,607,211                    
      Transfers from other Funds and Guaranteed                                                                                  
         Interest Account (Note 1) ............................    11,695,862       5,602,864       3,864,604                    
                                                                 ------------    ------------    ------------                    

         Total ................................................    29,487,703      17,719,195      13,471,815                    
                                                                 ------------    ------------    ------------                    
      Benefit & other policy transaction ......................       134,692          20,842          45,537                    
   Withdrawals and Transfers:                                                                                                    
   Withdrawal and administrative charges ......................        23,284           8,570          14,345                    
      Transfers to other Funds and Guaranteed                                                                                    
         Interest Rate Account (Note 1) .......................     4,520,417       1,504,600       1,527,808                    
                                                                 ------------    ------------    ------------                    

         Total ................................................     4,678,393       1,534,012       1,587,690                    
                                                                 ------------    ------------    ------------                    

   Net increase in net assets from Contract Owner                                                                                
      transactions ............................................    24,809,310      16,185,183      11,884,125                    
                                                                 ------------    ------------    ------------                    

NET DECREASE (INCREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE IN                                                                  
   SEPARATE ACCOUNT NO. 45 (NOTE 5) ...........................       (10,579)         (3,378)         (1,959)                   
                                                                 ------------    ------------    ------------                    
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                                           
   CONTRACT OWNERS ............................................    24,771,926      16,228,059      11,934,360                    
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                                                  
   CONTRACT OWNERS ............................................            --              --              --                    
                                                                 ------------    ------------    ------------                    
NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                                        
   CONTRACT OWNERS ............................................  $ 24,771,926    $ 16,228,059    $ 11,934,360                    
                                                                 ============    ============    ============                    

-------------------------                                                       
(a)  Commenced operations on May 1, 1997.                                       
(b)  Commenced operations on November 20, 1997.                                 

See Notes to Financial Statements.                                              

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

STATEMENTS OF CHANGES IN NET ASSETS (CONCLUDED)                                 
FOR THE YEARS ENDED DECEMBER 31,                                                

                                                        [Enlarge/Download Table]

                                                                      ASSET ALLOCATION SERIES:            
                                                           -------------------------------------------    
                                                                         ALLIANCE          EQ/PUTNAM      
                                                                       CONSERVATIVE        BALANCED       
                                                                      INVESTORS FUND        FUND(A)       
                                                           ---------------------------    -----------    -
                                                                1997            1996          1997        
                                                           ------------    -----------    -----------     

INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
                                                                                                          
   Net investment income ................................  $    481,754    $   193,429    $    51,548     
   Net realized gain (loss) .............................       687,695        154,966         45,528     
   Change in unrealized appreciation / (depreciation)                                                     
      of investments ....................................       478,094        (12,221)        73,582     
                                                            -----------    -----------    -----------     

   Net increase (decrease) in net assets from  operations     1,647,543        336,174        170,658     
                                                           ------------    -----------    -----------     
FROM CONTRACT OWNERS TRANSACTIONS:                                                                        
   Contributions and Transfers:                                                                           
      Contributions .....................................    10,862,780      3,977,495      4,294,496     
      Transfers from other Funds and Guaranteed                                                           
         Interest Account (Note 1) ......................     3,151,066      2,837,790      1,721,220     
                                                           ------------    -----------    -----------     

         Total ..........................................    14,013,846      6,815,285      6,015,716     
                                                           ------------    -----------    -----------     
      Benefit & other policy transaction ................       567,547         60,271         17,533     
   Withdrawals and Transfers:                                                                             
      Withdrawal and administrative charges .............       138,461        100,314         15,293     
      Transfers to other Funds and Guaranteed                                                             
         Interest Rate Account (Note 1) .................     1,428,179        814,338        120,099     
                                                           ------------    -----------    -----------     
         Total ..........................................     2,134,187        974,923        152,925     
                                                           ------------    -----------    -----------     

   Net increase in net assets from Contract Owner                                                         
      transactions ......................................    11,879,659      5,840,362      5,862,791     
                                                           ------------    -----------    -----------     
NET DECREASE (INCREASE) IN AMOUNT RETAINED BY                                                             
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5) ...       (57,026)       (12,633)          (483)    
                                                           ------------    -----------    -----------     
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                    
   CONTRACT OWNERS ......................................    13,470,176      6,163,903      6,032,966     
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                           
   CONTRACT OWNERS ......................................     7,858,282      1,694,379             --     
                                                           ------------    -----------    -----------     

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                 
   CONTRACT OWNERS ......................................  $ 21,328,458    $ 7,858,282    $ 6,032,966     
                                                           ============    ===========    ===========     


                                                                       ASSET ALLOCATION SERIES:           
                                                           ---------------------------------------------- 
                                                                         ALLIANCE           MERRILL LYNCH 
                                                                          GROWTH           WORLD STRATEGY 
                                                                      INVESTORS FUND           FUND(A)    
                                                           ----------------------------    -------------- 
                                                                1997           1996            1997       
                                                           ------------    ------------    ------------   

INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
                                                                                                          
   Net investment income ................................  $    736,541    $    218,025    $     2,974    
   Net realized gain (loss) .............................     3,620,598       1,601,901         24,219    
   Change in unrealized appreciation / (depreciation)                                                     
      of investments ....................................     1,844,488        (197,988)      (129,123)   
                                                           ------------    ------------    -----------    

   Net increase (decrease) in net assets from  operations     6,201,627       1,621,938       (101,930)   
                                                           ------------    ------------    -----------    
FROM CONTRACT OWNERS TRANSACTIONS:                                                                        
   Contributions and Transfers:                                                                           
      Contributions .....................................    32,084,069      11,004,121      2,043,811    
      Transfers from other Funds and Guaranteed                                                           
         Interest Account (Note 1) ......................     7,981,423       9,331,901        561,601    
                                                           ------------    ------------    -----------    

         Total ..........................................    40,065,492      20,336,022      2,605,412    
                                                           ------------    ------------    -----------    
      Benefit & other policy transaction ................     1,014,211         206,468          3,514    
   Withdrawals and Transfers:                                                                             
      Withdrawal and administrative charges .............       421,582         228,021          2,597    
      Transfers to other Funds and Guaranteed                                                             
         Interest Rate Account (Note 1) .................     2,744,848       1,177,040         84,455    
                                                           ------------    ------------    -----------    
         Total ..........................................     4,180,641       1,611,529         90,566    
                                                           ------------    ------------    -----------    

   Net increase in net assets from Contract Owner                                                         
      transactions ......................................    35,884,851      18,724,493      2,514,846    
                                                           ------------    ------------    -----------    
NET DECREASE (INCREASE) IN AMOUNT RETAINED BY                                                             
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5) ...      (111,839)        (32,214)          (121)   
                                                           ------------    ------------    -----------    
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                    
   CONTRACT OWNERS ......................................    41,974,639      20,314,217      2,412,795    
NET ASSETS, BEGINNING OF PERIOD ATTRIBUTABLE TO                                                           
   CONTRACT OWNERS ......................................    24,008,395       3,694,178             --    
                                                           ------------    ------------    -----------    

NET ASSETS, END OF PERIOD ATTRIBUTABLE TO                                                                 
   CONTRACT OWNERS ......................................  $ 65,983,034    $ 24,008,395    $ 2,412,795    
                                                           ============    ============    ===========    

-------------------------                                                       
(a)  Commenced operations on May 1, 1997.                                       

See Notes to Financial Statements.                                              

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

1.    General                                                                   

      The Equitable Life Assurance Society of the United States (Equitable Life)
      Separate  Account No. 45 (the  Account) is organized as a unit  investment
      trust, a type of investment company, and is registered with the Securities
      and Exchange  Commission  under the  Investment  Company Act of 1940 ("the
      1940 Act"). The Account consists of 22 investment funds (Funds):  Alliance
      Money Market  Fund,  Alliance  Intermediate  Government  Securities  Fund,
      Alliance  High Yield Fund,  T. Rowe Price Equity  Income  Fund,  EQ/Putnam
      Growth & Income Value Fund, Alliance Growth & Income Fund, Alliance Equity
      Index Fund,  Merrill Lynch Basic Value Equity Fund,  Alliance Common Stock
      Fund,  MFS Research Fund,  Alliance  Global Fund,  Alliance  International
      Fund, T. Rowe Price  International  Stock Fund,  Morgan  Stanley  Emerging
      Markets Equity Fund,  Alliance Aggressive Stock Fund, Warburg Pincus Small
      Company Value Fund,  Alliance Small Cap Growth Fund,  MFS Emerging  Growth
      Companies Fund, Alliance  Conservative  Investors Fund, EQ/Putnam Balanced
      Fund,  Alliance  Growth  Investors  Fund and Merrill Lynch World  Strategy
      Fund.  The assets in each Fund are  invested in shares of a  corresponding
      portfolio  (Portfolio)  of a mutual  fund,  Class IA and IB  shares of The
      Hudson  River Trust (HRT) or Class IB shares of EQ Advisors  Trust  (EQAT)
      (collectively  known as the  Trusts).  Class IB shares are  offered by the
      Funds at net asset  value and are  subject to  distribution  fees  imposed
      under a  distribution  plan adopted  pursuant to Rule 12b-1 under the 1940
      Act. Class IA shares of HRT continue to be purchased by contracts in-force
      prior to May 1,  1997.  The Trusts are  open-end,  diversified  management
      investment  companies  that  sell  its  shares  to  separate  accounts  of
   insurance companies. Each Portfolio has separate investment objectives.

      The Account is used to fund benefits for the Income Manager Accumulator, a
      non-qualified  deferred variable annuity, which combines the Portfolios in
      the Account with  guaranteed  fixed rate options,  and the Income  Manager
      Rollover IRA, which offers the same investment  options as the Accumulator
      for the qualified market. The Income Manager Accumulator is also available
      for  purchase by certain  types of  qualified  plans.  The Income  Manager
      Accumulator and the Income Manager Rollover IRA,  collectively referred to
      as the Contracts, are offered under group and individual variable deferred
annuity forms.                                                      

      All Contracts are issued by Equitable  Life. The assets of the Account are
      the  property of Equitable  Life.  However,  the portion of the  Account's
      assets   attributable  to  the  Contracts  will  not  be  chargeable  with
     liabilities arising out of any other business Equitable Life may conduct.

      Contract owners may allocate amounts in their  individual  accounts to the
      Funds  of the  Account,  and/or  to the  guaranteed  interest  account  of
      Equitable Life's General Account,  and/or to other Separate Accounts.  The
      net assets of any Fund of the Account  may not be less than the  aggregate
      of the contract owners' accounts allocated to that Fund. Additional assets
      are set aside in  Equitable  Life's  General  Account to provide for other
policy benefits, as required under the state insurance law.         

2.    Significant Accounting Policies                                           

      The  accompanying  financial  statements  are prepared in conformity  with
      generally  accepted  accounting  principles  (GAAP).  The  preparation  of
      financial  statements in conformity with GAAP requires  management to make
      estimates and assumptions  that affect the reported  amounts of assets and
      liabilities  and  disclosure of contingent  assets and  liabilities at the
      date of the financial  statements and the reported amounts of revenues and
      expenses  during the reporting  period.  Actual  results could differ from
those estimates.                                                    

      Investments  are made in shares  of the  Trust  and are  valued at the net
      asset values per share of the respective  Portfolios.  The net asset value
      is  determined  by the  Trust  using  the  market  or  fair  value  of the
underlying assets of the Portfolio less liabilities.                

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

      No  Federal  income  tax based on net income or  realized  and  unrealized
      capital gains is currently  applicable to Contracts  participating  in the
      Account by reason of applicable  provisions  of the Internal  Revenue Code
      and no Federal  income tax payable by Equitable Life is expected to affect
      the unit value of Contracts participating in the Account.  Accordingly, no
provision for income taxes is required.                             

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

3.    Asset Charges                                                             

      Charges  are made  directly  against the net assets of the Account and are
      reflected  daily in the  computation  of the unit values of the Contracts.
      Under the  Contracts,  Equitable  Life charges for  mortality  and expense
      risks at an annual rate of 0.90% of daily net assets.  In addition,  asset
      based administrative  charges are also charged to the account at an annual
      rate of 0.25% of daily net  assets.  The  charges  may be  retained in the
      Account by Equitable Life and participate in the net investment results of
      the  Trusts.  The  aggregate  of  these  charges  may not  exceed  a total
      effective  annual  rate of 1.15% of daily net  assets.  Trust  shares  are
      valued at their net asset value with  investment  advisory  or  management
      fees, the 12b-1 fee, and other expenses of the Trust, in effect, passed on
      to the  Account  and  reflected  in the  accumulation  unit  values of the
Contracts.                                                          

4.    Contributions, Transfers and Charges:                                     

      Net  accumulation  units issued and redeemed during the periods  indicated
were:                                                                           

                                                        [Enlarge/Download Table]

                                                                        DECEMBER 31,          DECEMBER 31,    
                                                                            1997                  1996        
                                                                      ------------------   -------------------
ALLIANCE MONEY MARKET FUND                                                        (IN THOUSANDS)              
------------------------------------------                                                                    
                                                                                                              
 Class A        Net Issued...........................................           --               1,128        
                Net Redeemed.........................................        (374)                  --        
 Class B        Net Issued...........................................        1,972                  --        

ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES FUND                                                              
------------------------------------------------                                                              
 Class A        Net Issued...........................................          161                  92        
 Class B        Net Issued...........................................          345                  --        

ALLIANCE HIGH YIELD FUND                                                                                      
------------------------------------                                                                          
 Class A        Net Issued...........................................           98                  --        
 Class B        Net Issued...........................................          505                  --        

T. ROWE PRICE EQUITY INCOME FUND (A)                                                                          
------------------------------------------------                                                              
 Class B        Net Issued...........................................        1,565                  --        

EQ/PUTNAM GROWTH & INCOME VALUE FUND (A)                                                                      
------------------------------------------------                                                              
 Class B        Net Issued...........................................        1,230                  --        

ALLIANCE GROWTH & INCOME FUND                                                                                 
----------------------------------------------                                                                
 Class A        Net Issued...........................................        2,377                 905        
 Class B        Net Issued...........................................        1,829                  --        

-----------------------                     
(a) Commenced Operations on May 1, 1997.    

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

4.    Contributions, Transfers and Charges (Continued):                         

      Net  accumulation  units issued and redeemed during the periods  indicated
were:                                                               

                                                        [Enlarge/Download Table]

                                                                     DECEMBER 31,         DECEMBER 31,     
                                                                         1997                 1996         
                                                                  -----------------------------------------
ALLIANCE EQUITY INDEX FUND (A)                                               (IN THOUSANDS)                
                                                                                                           
  Class B        Net Issued............................................              5                  -- 

 MERRILL LYNCH BASIC VALUE EQUITY FUND (A)                                                                 
 -----------------------------------------                                                                 
  Class B        Net Issued............................................            849                  -- 

 ALLIANCE COMMON STOCK FUND                                                                                
 --------------------------                                                                                
  Class A        Net Issued............................................            620                 439 
  Class B        Net Issued............................................            519                  -- 

 MFS RESEARCH FUND (A)                                                                                     
 ---------------------                                                                                     
  Class B        Net Issued............................................          1,039                  -- 

 ALLIANCE GLOBAL  FUND                                                                                     
 ---------------------                                                                                     
  Class A        Net Issued............................................             444                561 
  Class B        Net Issued............................................             308                 -- 

 ALLIANCE INTERNATIONAL FUND                                                                               
 ---------------------------                                                                               
  Class A        Net Issued............................................             438                643 
  Class B        Net Issued............................................             285                 -- 

 T. ROWE PRICE INTERNATIONAL STOCK FUND (A)                                                                
 ------------------------------------------                                                                
  Class B        Net Issued............................................          1,291                  -- 

 MORGAN STANLEY EMERGING MARKETS EQUITY FUND (B)                                                           
 -----------------------------------------------                                                           
  Class B        Net Issued............................................            282                  -- 

-----------------------                     
(a) Commenced Operations on May 1, 1997.    
(b) Commenced Operations on August 20, 1997.

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

4.    Contributions, Transfers and Charges (Concluded):                         

     Accumulation units issued and redeemed during the periods indicated were:

                                                        [Enlarge/Download Table]

                                                                  DECEMBER 31,        DECEMBER 31,  
                                                                     1997                 1996      
                                                                -----------------   ----------------
ALLIANCE AGGRESSIVE STOCK FUND                                             (IN THOUSANDS)           
------------------------------                                                                      
                                                                                                    
 Class A        Net Issued.......................................             641                562
 Class B        Net Issued.......................................             369                 --

WARBURG PINCUS SMALL COMPANY VALUE FUND (A)                                                         
-------------------------------------------                                                         
 Class B        Net Issued.......................................           2,096                 --

ALLIANCE SMALL CAP GROWTH FUND                                                                      
------------------------------                                                                      
 Class A        Net Issued.......................................             208                 --
 Class B        Net Issued.......................................           1,084                 --

MFS EMERGING GROWTH COMPANIES FUND (A)                                                              
--------------------------------------                                                              
 Class B        Net Issued.......................................             982                 --

ALLIANCE CONSERVATIVE INVESTORS FUND                                                                
------------------------------------                                                                
 Class A        Net Issued.......................................             356                354
 Class B        Net Issued.......................................             295                 --

EQ/PUTNAM BALANCED FUND (A)                                                                         
---------------------------                                                                         
 Class B        Net Issued.......................................             531                 --

ALLIANCE GROWTH INVESTORS FUND                                                                      
------------------------------                                                                      
 Class A        Net Issued.......................................             681                758
 Class B        Net Issued.......................................             581                 --

MERRILL LYNCH WORLD STRATEGY FUND (A)                                                               
------------------------------------                                                                
 Class B        Net Issued.......................................             232                 --

-----------------------                     
(a) Commenced Operations on May 1, 1997.    

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

NOTES TO FINANCIAL STATEMENTS                                                   
DECEMBER 31, 1997                                                               

5.    Amounts retained by Equitable Life in Separate Account No. 45             

      The amount  retained by Equitable Life in the Account  arises  principally
      from (1)  contributions  from  Equitable  Life,  (2) mortality and expense
      charges and asset based administrative charges accumulated in the account,
      and (3) that portion,  determined  ratably,  of the  Account's  investment
      results  applicable  to those  assets in the  Account in excess of the net
      assets for the  Contracts.  Amounts  retained  by  Equitable  Life are not
      subject  to  charges  for  mortality  and  expense  risks and asset  based
administrative expenses.                                            

      Amounts  retained by Equitable  Life in the Account may be  transferred at
any time by Equitable Life to its General Account.                  

      The following table shows the  contributions  (withdrawals) in net amounts
retained by Equitable Life by investment fund:                      

                                                        [Enlarge/Download Table]

                                                                                   YEARS ENDED DECEMBER 31,                 
                                                                ------------------------------------------------------------
                                    INVESTMENT FUND                          1997                           1996            
                                                                ------------------------------  ----------------------------
                                                                                                                            
Alliance Money Market Fund.....................................           $(240,000)                    $(125,000)          

Alliance Intermediate Government Securities Fund...............             (60,000)                      (25,000)          

Alliance High Yield Fund(1)....................................              10,000                            --           

T. Rowe Price Equity Income Fund(1)............................                  --                            --           

EQ/Putnam Growth & Income Value Fund(1)........................                  --                            --           

Alliance Growth & Income Fund..................................            (250,000)                      (60,000)          

Alliance Equity Index Fund.....................................               5,000                            --           

Merrill Lynch Basic Value Equity Fund(1).......................                  --                            --           

Alliance Common Stock Fund.....................................            (840,000)                     (223,000)          

MFS Research Fund(1)...........................................                  --                            --           

Alliance Global Fund...........................................            (185,000)                      (52,000)          

Alliance International Fund....................................            (120,000)                      (35,000)          

T. Rowe Price International Stock Fund(1)......................                  --                            --           

Morgan Stanley Emerging Markets Equity Fund(2).................                  --                            --           

Alliance Aggressive Stock Fund.................................            (435,000)                     (110,000)          

Warburg Pincus Small Company Value Fund(1).....................                  --                            --           

Alliance Small Cap Growth Fund(1)..............................              10,000                            --           

MFS Emerging Growth Companies Fund(1)..........................                  --                            --           

Alliance Conservative Investors Fund...........................             (87,000)                      (45,000)          

EQ/Putnam Balanced Fund(1).....................................                  --                            --           

Alliance Growth Investors Fund.................................            (185,000)                     (105,000)          

Merrill Lynch World Strategy Fund(1)...........................                  --                            --           
                                                                          
----------------------                                              
(1) Commenced operations on May 1, 1997.                            

(2) Commenced operations on November 20, 1997.                      

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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
DECEMBER 31, 1997                                                               

6.    Accumulation Unit Values                                                  

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                  YEARS ENDED DECEMBER 31,                  
                                                               -------------------------------------------------------------
                                                                            1997                           1996             
ALLIANCE MONEY MARKET FUND                                     -----------------------------     -------------------------- 
--------------------------                                                                                                  
                                                                                                                            
Class A Unit value, beginning of period.......................             $24.81                         $23.83            
Class A Unit value, end of period.............................             $25.85                         $24.81            
Class B Unit value, beginning of period (c)...................             $25.17                             --            
Class B Unit value, end of period (c).........................             $25.85                             --            
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................                928                          1,302            
   Class B....................................................              1,972                             --            

ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES FUND                                                                            
------------------------------------------------                                                                            
Class A Unit value, beginning of period.......................             $13.77                         $13.42            
Class A Unit value, end of period.............................             $14.60                         $13.77            
Class B Unit value, beginning of period (c)...................             $13.88                             --            
Class B Unit value, end of period (c).........................             $14.58                             --            
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................                413                            252            
   Class B....................................................                345                             --            

ALLIANCE HIGH YIELD FUND                                                                                                    
------------------------                                                                                                    
Class A Unit value, beginning of period.......................             $26.95                             --            
Class A Unit value, end of period.............................             $30.73                             --            
Class B Unit value, beginning of period.......................             $26.91                             --            
Class B Unit value, end of period.............................             $30.63                             --            
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................                 98                             --            
   Class B....................................................                505                             --            

T. ROWE PRICE EQUITY INCOME FUND (A)                                                                                        
------------------------------------                                                                                        
Class B Unit value, beginning of period.......................             $10.00                             --            
Class B Unit value, end of period.............................             $12.12                             --            
Number of units outstanding, end of period (000's):                                                                         
   Class B....................................................              1,565                             --            

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(b) Commenced Operations on August 20, 1997.                                    
(c) Units were made available for sale on May 1, 1997.                          

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THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       
SEPARATE ACCOUNT NO. 45                                                         
NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
DECEMBER 31, 1997                                                               
6.    Accumulation Unit Values (Continued):                                     

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                   YEARS ENDED DECEMBER 31,                 
                                                                ------------------------------------------------------------
                                                                            1997                            1996            
EQ/PUTNAM GROWTH & INCOME VALUE FUND (A)                        ------------------------------   ---------------------------
--------------------------------------------------------------                                                              
                                                                                                                            
Class B Unit value, beginning of period.......................             $10.00                           --              
Class B Unit value, end of period.............................             $11.53                           --              
Number of units outstanding, end of period (000's):                                                                         
   Class B....................................................              1,230                           --              

ALLIANCE GROWTH & INCOME FUND                                                                                               
-----------------------------                                                                                               
Class A Unit value, beginning of period.......................             $14.23                       $11.99              
Class A Unit value, end of period.............................             $17.83                       $14.23              
Class B Unit value, beginning of period (c)...................             $14.67                           --              
Class B Unit value, end of period (c).........................             $17.80                           --              
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................              3,433                        1,056              
   Class B....................................................              1,829                           --              

ALLIANCE EQUITY INDEX FUND (A)                                                                                              
------------------------------                                                                                              
Class A Unit value, beginning of period.......................             $17.62                           --              
Class A Unit value, end of period.............................             $21.41                           --              
Class B Unit value, beginning of period.......................             $17.62                           --              
Class B Unit value, end of period.............................             $21.38                           --              
Number of units outstanding, end of period (000's):                                                                         
   Class A....................................................                 --                           --              
   Class B....................................................                  5                           --              

MERRILL LYNCH BASIC VALUE EQUITY FUND (A)                                                                                   
-----------------------------------------                                                                                   
Class B Unit value, beginning of period.......................             $10.00                           --              
Class B Unit value, end of period.............................             $11.61                           --              
Number of units outstanding, end of period (000's):                                                                         
   Class B....................................................                849                           --              

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(b) Commenced Operations on August 20, 1997.                                    
(c) Units were made available for sale on May 1, 1997.                          

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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
DECEMBER 31, 1997                                                               
6.    Accumulation Unit Values (Continued):                                     

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                   YEARS ENDED DECEMBER 31,              
                                                                   ------------------------------------------------------
                                                                              1997                        1996           
ALLIANCE COMMON STOCK FUND                                         -------------------------     ------------------------
--------------------------                                                                                               
                                                                                                                         
Class A Unit value, beginning of period...........................          $152.96                     $124.52          
Class A Unit value, end of period.................................          $195.37                     $152.96          
Class B Unit value, beginning of period (c).......................          $153.35                          --          
Class B Unit value, end of period (c).............................          $194.74                          --          
Number of units outstanding, end of period (000's):                                                                      
   Class A........................................................            1,114                         494          
   Class B........................................................              519                          --          

MFS RESEARCH FUND (A)                                                                                                    
---------------------                                                                                                    
Class B Unit value, beginning of period...........................           $10.00                          --          
Class B Unit value, end of period.................................           $11.52                          --          
Number of units outstanding, end of period (000's):                                                                      
   Class B........................................................            1,039                          --          

ALLIANCE GLOBAL FUND                                                                                                     
--------------------                                                                                                     
Class A Unit value, beginning of period...........................           $25.25                      $22.29          
Class A Unit value, end of period.................................           $27.85                      $25.25          
Class B Unit value, beginning of period (c).......................           $24.87                          --          
Class B Unit value, end of period (c).............................           $27.76                          --          
Number of units outstanding, end of period (000's):                                                                      
   Class A........................................................            1,074                         609          
   Class B........................................................              308                          --          

ALLIANCE INTERNATIONAL FUND                                                                                              
---------------------------                                                                                              
Class A Unit value, beginning of period...........................           $11.98                      $11.03          
Class A Unit value, end of period.................................           $11.48                      $11.98          
Class B Unit value, beginning of period (c).......................           $11.86                          --          
Class B Unit value, end of period (c).............................           $11.46                          --          
Number of units outstanding, end of period (000's):                                                                      
   Class A........................................................            1,151                         717          
   Class B........................................................              285                          --          

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(c) Units were made available for sale on May 1, 1997.                          

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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
DECEMBER 31, 1997                                                               
6.    Accumulation Unit Values (Continued):                                     

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                YEARS ENDED DECEMBER 31,             
                                                               ------------------------------------------------------
                                                                           1997                        1996          
T. ROWE PRICE INTERNATIONAL STOCK FUND (A)                     ---------------------------   ------------------------
-----------------------------------------                                                                            
                                                                                                                     
Class B Unit value, beginning of period.......................            $10.00                        --           
Class B Unit value, end of period.............................            $ 9.77                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class B....................................................             1,291                        --           

MORGAN STANLEY EMERGING MARKETS EQUITY FUND (B)                                                                      
-----------------------------------------------                                                                      
Class B Unit value, beginning of period.......................            $10.00                        --           
Class B Unit value, end of period.............................            $ 7.95                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class B....................................................               282                        --           

ALLIANCE AGGRESSIVE STOCK FUND                                                                                       
------------------------------                                                                                       
Class A Unit value, beginning of period.......................            $65.94                    $54.59           
Class A Unit value, end of period.............................            $72.23                    $65.94           
Class B Unit value, beginning of period (c)...................            $62.84                        --           
Class B Unit value, end of period (c).........................            $72.00                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class A....................................................             1,261                       620           
   Class B....................................................               369                        --           

WARBURG PINCUS SMALL COMPANY VALUE FUND (A)                                                                          
-------------------------------------------                                                                          
Class B Unit value, beginning of period.......................            $10.00                        --           
Class B Unit value, end of period.............................            $11.82                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class B....................................................             2,096                        --           

ALLIANCE SMALL CAP GROWTH FUND (A)                                                                                   
----------------------------------                                                                                   
Class A Unit value, beginning of period.......................            $10.00                        --           
Class A Unit value, end of period.............................            $12.57                        --           
Class B Unit value, beginning of period.......................            $10.00                        --           
Class B Unit value, end of period.............................            $12.55                        --           
Number of units outstanding, end of period (000's):                                                                  
   Class A....................................................               208                        --           
   Class B....................................................             1,084                        --           

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(b) Commenced Operations on November 20, 1997.                                  
(c) Units were made available for sale on May 1, 1997.                          

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

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)                                       
DECEMBER 31, 1997                                                               
6.    Accumulation Unit Values (Concluded):                                     

      Shown below is accumulation  unit value information for a unit outstanding
throughout the period shown.                                        

                                                        [Enlarge/Download Table]

                                                                                 YEARS ENDED DECEMBER 31,              
                                                               --------------------------------------------------------
                                                                           1997                          1996          
MFS EMERGING GROWTH FUND (A)                                   ---------------------------     ------------------------
----------------------------                                                                                           
                                                                                                                       
Class B Unit value, beginning of period.......................           $10.00                          --            
Class B Unit value, end of period.............................           $12.15                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class B....................................................              982                          --            

ALLIANCE CONSERVATIVE INVESTORS FUND                                                                                   
------------------------------------                                                                                   
Class A Unit value, beginning of period.......................           $17.21                      $16.55            
Class A Unit value, end of period.............................           $19.26                      $17.21            
Class B Unit value, beginning of period (c)...................           $17.33                          --            
Class B Unit value, end of period (c).........................           $19.23                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class A....................................................              813                         457            
   Class B....................................................              295                          --            

EQ/PUTMAN BALANCED FUND (A)                                                                                            
---------------------------                                                                                            
Class B Unit value, beginning of period.......................           $10.00                          --            
Class B Unit value, end of period.............................           $11.36                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class B....................................................              531                          --            

ALLIANCE GROWTH INVESTORS FUND                                                                                         
------------------------------                                                                                         
Class A Unit value, beginning of period.......................           $26.26                      $23.59            
Class A Unit value, end of period.............................           $30.31                      $26.26            
Class B Unit value, beginning of period (c)...................           $26.23                          --            
Class B Unit value, end of period (c).........................           $30.22                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class A....................................................            1,596                         914            
   Class B....................................................              581                          --            

MERRILL LYNCH WORLD STRATEGY FUND (A)                                                                                  
-------------------------------------                                                                                  
Class B Unit value, beginning of period.......................           $10.00                          --            
Class B Unit value, end of period.............................           $10.39                          --            
Number of units outstanding, end of period (000's):                                                                    
   Class B....................................................              232                          --            

-------------------------                                                       
(a) Commenced Operations on May 1, 1997.                                        
(b) Commenced Operations on November 20, 1997.                                  
(c) Units were made available for sale on May 1, 1997.                          

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February 10, 1998                                                               

 Report of Independent Accountants

To the Board of Directors and Shareholders of                                   
The Equitable Life Assurance Society of the United States                       

In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  statements of earnings,  of shareholder's equity and of cash flows
present  fairly,  in  all  material  respects,  the  financial  position  of The
Equitable  Life  Assurance  Society  of the United  States and its  subsidiaries
("Equitable  Life") at  December  31,  1997 and 1996,  and the  results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting  principles.
These  financial   statements  are  the   responsibility   of  Equitable  Life's
management;  our  responsibility  is to express  an  opinion on these  financial
statements  based on our audits.  We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management and evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for the opinion  expressed
above.                                                                          

As discussed in Note 2 to the consolidated financial statements,  Equitable Life
changed its methods of accounting for long-duration participating life insurance
contracts and long-lived assets in 1996 and for loan impairments in 1995.       

/s/ Price Waterhouse, LLP                                                       
---------------------------                                                     
Price Waterhouse LLP                                                    
New York, New York                                                      
February 10, 1998                                                       

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
 CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND 1996

                                                        [Enlarge/Download Table]

                                                                                   1997                 1996       
                                                                             -----------------    -----------------
                                                                                         (In Millions)             
                                                                                                                   
ASSETS                                                                                                             
Investments:                                                                                                       
  Fixed maturities:                                                                                                
    Available for sale, at estimated fair value.............................  $    19,630.9        $    18,077.0   
  Mortgage loans on real estate.............................................        2,611.4              3,133.0   
  Equity real estate........................................................        2,749.2              3,297.5   
  Policy loans..............................................................        2,422.9              2,196.1   
  Other equity investments..................................................          951.5                860.6   
  Investment in and loans to affiliates.....................................          731.1                685.0   
  Other invested assets.....................................................          624.7                 25.4   
                                                                             -----------------    -----------------
      Total investments.....................................................       29,721.7             28,274.6   
Cash and cash equivalents...................................................          300.5                538.8   
Deferred policy acquisition costs...........................................        3,236.6              3,104.9   
Amounts due from discontinued operations....................................          572.8                996.2   
Other assets................................................................        2,685.2              2,552.2   
Closed Block assets.........................................................        8,566.6              8,495.0   
Separate Accounts assets....................................................       36,538.7             29,646.1   
                                                                             -----------------    -----------------

Total Assets................................................................  $    81,622.1        $    73,607.8   
                                                                             =================    =================

LIABILITIES                                                                                                        
Policyholders' account balances.............................................  $    21,579.5        $    21,865.6   
Future policy benefits and other policyholder's liabilities.................        4,553.8              4,416.6   
Short-term and long-term debt...............................................        1,991.2              1,766.9   
Other liabilities...........................................................        3,257.1              2,785.1   
Closed Block liabilities....................................................        9,073.7              9,091.3   
Separate Accounts liabilities...............................................       36,306.3             29,598.3   
                                                                             -----------------    -----------------
      Total liabilities.....................................................       76,761.6             69,523.8   
                                                                             -----------------    -----------------

Commitments and contingencies (Notes 10, 12, 13, 14 and 15)                                                        

SHAREHOLDER'S EQUITY                                                                                               
Common stock, $1.25 par value 2.0 million shares authorized, issued                                                
  and outstanding...........................................................            2.5                  2.5   
Capital in excess of par value..............................................        3,105.8              3,105.8   
Retained earnings...........................................................        1,235.9                798.7   
Net unrealized investment gains.............................................          533.6                189.9   
Minimum pension liability...................................................          (17.3)               (12.9)  
                                                                             -----------------    -----------------
      Total shareholder's equity............................................        4,860.5              4,084.0   
                                                                             -----------------    -----------------

Total Liabilities and Shareholder's Equity..................................  $    81,622.1        $    73,607.8   
                                                                             =================    =================

 See Notes to Consolidated Financial Statements.

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
 CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

                                                        [Enlarge/Download Table]


                                                                     1997               1996               1995       
                                                               -----------------  -----------------  -----------------
                                                                                   (In Millions)                      
                                                                                                                      
REVENUES                                                                                                              
Universal life and investment-type product policy fee                                                                 
  income......................................................  $      950.6       $       874.0      $       788.2   
Premiums......................................................         601.5               597.6              606.8   
Net investment income.........................................       2,282.8             2,203.6            2,088.2   
Investment (losses) gains, net................................         (45.2)               (9.8)               5.3   
Commissions, fees and other income............................       1,227.2             1,081.8              897.1   
Contribution from the Closed Block............................         102.5               125.0              143.2   
                                                               -----------------  -----------------  -----------------

      Total revenues..........................................       5,119.4             4,872.2            4,528.8   
                                                               -----------------  -----------------  -----------------

BENEFITS AND OTHER DEDUCTIONS                                                                                         
Interest credited to policyholders' account balances..........       1,266.2             1,270.2            1,248.3   
Policyholders' benefits.......................................         978.6             1,317.7            1,008.6   
Other operating costs and expenses............................       2,203.9             2,075.7            1,775.8   
                                                               -----------------  -----------------  -----------------

      Total benefits and other deductions.....................       4,448.7             4,663.6            4,032.7   
                                                               -----------------  -----------------  -----------------

Earnings from continuing operations before Federal                                                                    
  income taxes, minority interest and cumulative                                                                      
  effect of accounting change.................................         670.7               208.6              496.1   
Federal income taxes..........................................          91.5                 9.7              120.5   
Minority interest in net income of consolidated subsidiaries..          54.8                81.7               62.8   
                                                               -----------------  -----------------  -----------------
Earnings from continuing operations before cumulative                                                                 
  effect of accounting change.................................         524.4               117.2              312.8   
Discontinued operations, net of Federal income taxes..........         (87.2)              (83.8)               -     
Cumulative effect of accounting change, net of Federal                                                                
  income taxes................................................           -                 (23.1)               -     
                                                               -----------------  -----------------  -----------------

Net Earnings..................................................  $      437.2       $        10.3      $       312.8   
                                                               =================  =================  =================

 See Notes to Consolidated Financial Statements.

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

                                                        [Enlarge/Download Table]

                                                                     1997               1996               1995       
                                                               -----------------  -----------------  -----------------
                                                                                   (In Millions)                      
                                                                                                                      
Common stock, at par value, beginning and end of year.........  $        2.5       $         2.5      $         2.5   
                                                               -----------------  -----------------  -----------------

Capital in excess of par value, beginning and end of year.....       3,105.8             3,105.8            3,105.8   
                                                               -----------------  -----------------  -----------------

Retained earnings, beginning of year..........................         798.7               788.4              475.6   
Net earnings..................................................         437.2                10.3              312.8   
                                                               -----------------  -----------------  -----------------
Retained earnings, end of year................................       1,235.9               798.7              788.4   
                                                               -----------------  -----------------  -----------------

Net unrealized investment gains (losses), beginning of year...         189.9               396.5             (220.5)  
Change in unrealized investment gains (losses)................         343.7              (206.6)             617.0   
                                                               -----------------  -----------------  -----------------
Net unrealized investment gains, end of year..................         533.6               189.9              396.5   
                                                               -----------------  -----------------  -----------------

Minimum pension liability, beginning of year..................         (12.9)              (35.1)              (2.7)  
Change in minimum pension liability...........................          (4.4)               22.2              (32.4)  
                                                                                                     -----------------
                                                               -----------------  -----------------                   
Minimum pension liability, end of year........................         (17.3)              (12.9)             (35.1)  
                                                               -----------------  -----------------  -----------------

Total Shareholder's Equity, End of Year.......................  $    4,860.5       $     4,084.0      $     4,258.1   
                                                               =================  =================  =================

 See Notes to Consolidated Financial Statements.

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

                                                        [Enlarge/Download Table]


                                                                      1997               1996               1995       
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)                      
                                                                                                                       
Net earnings..................................................   $      437.2       $        10.3      $       312.8   
Adjustments  to  reconcile  net  earnings  to net  cash  provided  by  operating                                       
  activities:                                                                                                          
  Interest credited to policyholders' account balances........        1,266.2             1,270.2            1,248.3   
  Universal life and investment-type product                                                                           
    policy fee income.........................................         (950.6)             (874.0)            (788.2)  
  Investment losses (gains)...................................           45.2                 9.8               (5.3)  
  Change in Federal income tax payable........................          (74.4)             (197.1)             221.6   
  Other, net..................................................          169.4               330.2               80.5   
                                                                -----------------  -----------------  -----------------

Net cash provided by operating activities.....................          893.0               549.4            1,069.7   
                                                                -----------------  -----------------  -----------------

Cash flows from investing activities:                                                                                  
  Maturities and repayments...................................        2,702.9             2,275.1            1,897.4   
  Sales.......................................................       10,385.9             8,964.3            8,867.1   
  Purchases...................................................      (13,205.4)          (12,559.6)         (11,675.5)  
  (Increase) decrease in short-term investments...............         (555.0)              450.3              (99.3)  
  Decrease in loans to discontinued operations................          420.1             1,017.0            1,226.9   
  Sale of subsidiaries........................................          261.0                 -                  -     
  Other, net..................................................         (612.6)             (281.0)            (413.4)  
                                                                -----------------  -----------------  -----------------

Net cash used by investing activities.........................         (603.1)             (133.9)            (196.8)  
                                                                -----------------  -----------------  -----------------

Cash flows from financing activities: Policyholders' account balances:                                                 
    Deposits..................................................        1,281.7             1,925.4            2,586.5   
    Withdrawals...............................................       (1,886.8)           (2,385.2)          (2,657.1)  
  Net increase (decrease) in short-term financings............          419.9                 (.3)             (16.4)  
  Additions to long-term debt.................................           32.0                 -                599.7   
  Repayments of long-term debt................................         (196.4)             (124.8)             (40.7)  
  Payment of obligation to fund accumulated deficit of                                                                 
    discontinued operations...................................          (83.9)                -             (1,215.4)  
  Other, net..................................................          (94.7)              (66.5)             (48.4)  
                                                                -----------------  -----------------  -----------------

Net cash used by financing activities.........................         (528.2)             (651.4)            (791.8)  
                                                                -----------------  -----------------  -----------------

Change in cash and cash equivalents...........................         (238.3)             (235.9)              81.1   
Cash and cash equivalents, beginning of year..................          538.8               774.7              693.6   
                                                                -----------------  -----------------  -----------------

Cash and Cash Equivalents, End of Year........................   $      300.5       $       538.8      $       774.7   
                                                                =================  =================  =================

Supplemental cash flow information                                                                                     
  Interest Paid...............................................   $      217.1       $       109.9      $        89.6   
                                                                =================  =================  =================
  Income Taxes Paid (Refunded)................................   $      170.0       $       (10.0)     $       (82.7)  
                                                                =================  =================  =================

 See Notes to Consolidated Financial Statements.

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 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1)     ORGANIZATION                                                           

        The Equitable  Life Assurance  Society of the United States  ("Equitable
        Life")  is  a  wholly  owned  subsidiary  of  The  Equitable   Companies
        Incorporated  (the  "Holding   Company").   Equitable  Life's  insurance
        business  is  conducted  principally  by  Equitable  Life and,  prior to
        December 31, 1996, its wholly owned life insurance subsidiary, Equitable
        Variable Life Insurance Company  ("EVLICO").  Effective January 1, 1997,
        EVLICO was merged into Equitable  Life,  which  continues to conduct the
        Company's  insurance  business.  Equitable Life's investment  management
        business,  which comprises the Investment Services segment, is conducted
        principally  by  Alliance  Capital  Management  L.P.   ("Alliance")  and
        Donaldson,  Lufkin & Jenrette,  Inc. ("DLJ"),  an investment banking and
        brokerage  affiliate.  AXA-UAP ("AXA"),  a French holding company for an
        international   group  of  insurance  and  related  financial   services
        companies,   is  the  Holding  Company's  largest  shareholder,   owning
        approximately  58.7% at  December  31,  1997  (54.3%  if all  securities
        convertible  into,  and options on, common stock were to be converted or
exercised).                                                     

2)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

Basis of Presentation and Principles of Consolidation           

        The  accompanying  consolidated  financial  statements  are  prepared in
        conformity with generally accepted accounting  principles ("GAAP") which
        require  management to make  estimates and  assumptions  that affect the
        reported  amounts of assets and liabilities and disclosure of contingent
        assets and  liabilities at the date of the financial  statements and the
        reported  amounts of revenues and expenses during the reporting  period.
Actual results could differ from those estimates.               

        The accompanying  consolidated financial statements include the accounts
        of  Equitable  Life  and its  wholly  owned  life  insurance  subsidiary
        (collectively,   the  "Insurance  Group");  non-insurance  subsidiaries,
        principally  Alliance,  an investment advisory subsidiary,  and, through
        June  10,  1997,  Equitable  Real  Estate  Investment  Management,  Inc.
        ("EREIM"), a real estate investment management subsidiary which was sold
        (see  Note 5);  and  those  partnerships  and  joint  ventures  in which
        Equitable Life or its subsidiaries  has control and a majority  economic
        interest  (collectively,  including its consolidated  subsidiaries,  the
        "Company").  The  Company's  investment in DLJ is reported on the equity
        basis of accounting.  Closed Block assets and liabilities and results of
        operations  are presented in the  consolidated  financial  statements as
        single  line  items  (see  Note  6).  Unless  specifically  stated,  all
        disclosures  contained  herein  supporting  the  consolidated  financial
statements exclude the Closed Block related amounts.            

        All  significant  intercompany   transactions  and  balances  have  been
        eliminated in  consolidation  other than  intercompany  transactions and
        balances with the Closed Block and the discontinued operations (see Note
7).                                                             

        The years  "1997,"  "1996" and "1995" refer to the years ended  December
31, 1997, 1996 and 1995, respectively.                          

        Certain  reclassifications  have been made in the amounts  presented for
  prior periods to conform these periods with the 1997 presentation.

Closed Block                                                    

        As of July 22, 1992, Equitable Life established the Closed Block for the
        benefit of certain  classes of  individual  participating  policies  for
        which Equitable Life had a dividend scale payable in 1991 and which were
        in force on that date.  Assets were  allocated to the Closed Block in an
        amount which,  together with anticipated revenues from policies included
        in the Closed Block, was reasonably expected to be sufficient to support
        such  business,  including  provision  for  payment of  claims,  certain
        expenses and taxes,  and for  continuation of dividend scales payable in
1991, assuming the experience underlying such scales continues. 

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        Assets  allocated to the Closed Block inure solely to the benefit of the
        holders of policies  included in the Closed Block and will not revert to
        the benefit of the Holding Company. No reallocation, transfer, borrowing
        or  lending  of assets can be made  between  the Closed  Block and other
        portions  of  Equitable  Life's  General  Account,  any of its  Separate
        Accounts or any affiliate of Equitable  Life without the approval of the
        New York  Superintendent  of Insurance  (the  "Superintendent").  Closed
        Block  assets and  liabilities  are carried on the same basis as similar
        assets and liabilities held in the General Account. The excess of Closed
        Block  liabilities  over Closed  Block  assets  represents  the expected
        future  post-tax  contribution  from the  Closed  Block  which  would be
        recognized  in income over the period the policies and  contracts in the
Closed Block remain in force.                                   

Discontinued Operations                                         

        Discontinued operations consist of the business of the former Guaranteed
        Interest   Contract   ("GIC")   segment   which   includes   the   Group
        Non-Participating  Wind-Up Annuities  ("Wind-Up  Annuities") and the GIC
        lines  of  business.  An  allowance  was  established  for  the  premium
        deficiency  reserve for Wind-Up Annuities and estimated future losses of
        the  GIC  line of  business.  Management  reviews  the  adequacy  of the
        allowance  each  quarter  and,  during the 1997 and 1996 fourth  quarter
        reviews,  the  allowance  for future  losses was  increased.  Management
        believes  the  allowance  for  future  losses at  December  31,  1997 is
        adequate to provide for all future losses; however, the determination of
        the allowance  continues to involve  numerous  estimates and  subjective
        judgments regarding the expected performance of Discontinued  Operations
        Investment  Assets.  There can be no assurance  the losses  provided for
        will not  differ  from the  losses  ultimately  realized.  To the extent
        actual  results or future  projections  of the  discontinued  operations
        differ  from   management's   current  best  estimates  and  assumptions
        underlying  the allowance for future  losses,  the  difference  would be
        reflected in the  consolidated  statements  of earnings in  discontinued
        operations.  In  particular,  to the extent  income,  sales proceeds and
        holding periods for equity real estate differ from management's previous
        assumptions,  periodic adjustments to the allowance are likely to result
(see Note 7).                                                   

Accounting Changes                                              

        In 1996, the Company changed its method of accounting for  long-duration
        participating  life  insurance  contracts,  primarily  within the Closed
        Block,  in accordance  with the  provisions  prescribed by SFAS No. 120,
        "Accounting  and Reporting by Mutual Life Insurance  Enterprises  and by
        Insurance   Enterprises   for   Certain   Long-Duration    Participating
        Contracts".  (See "Deferred Policy Acquisition  Costs,"  "Policyholders'
Account Balances and Future Policy Benefits" and Note 6.)       

        The Company implemented SFAS No. 121,  "Accounting for the Impairment of
        Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of," as of
        January 1, 1996.  SFAS No. 121  requires  long-lived  assets and certain
        identifiable  intangibles be reviewed for impairment  whenever events or
        changes in circumstances  indicate the carrying value of such assets may
        not be  recoverable.  Effective with SFAS No. 121's  adoption,  impaired
        real estate is written down to fair value with the impairment loss being
        included in investment gains (losses), net. Before implementing SFAS No.
        121,  valuation  allowances  on real estate held for the  production  of
        income were computed using the  forecasted  cash flows of the respective
        properties  discounted at a rate equal to The Equitable's cost of funds.
        The  adoption of the  statement  resulted  in the  release of  valuation
        allowances of $152.4  million and  recognition  of impairment  losses of
        $144.0 million on real estate held for production of income. Real estate
        which management has committed to disposing of by sale or abandonment is
        classified  as real estate held for sale.  Valuation  allowances on real
        estate  held  for  sale  continue  to be  computed  using  the  lower of
        depreciated  cost or estimated  fair value,  net of  disposition  costs.
        Implementation of the SFAS No. 121 impairment  requirements  relative to
        other  assets to be disposed of resulted in a charge for the  cumulative
        effect of an accounting change of $23.1 million, net of a Federal income
        tax  benefit of $12.4  million,  due to the  writedown  to fair value of
building improvements relating to facilities vacated in 1996.   

        In the  first  quarter  of 1995,  the  Company  adopted  SFAS  No.  114,
        "Accounting  by Creditors  for  Impairment  of a Loan".  Impaired  loans
        within  SFAS No.  114's  scope are to be  measured  based on the present
        value of expected future cash flows  discounted at the loan's  effective
        interest rate, at the loan's  observable  market price or the fair value
        of the collateral if the loan is collateral  dependent.  The adoption of
        this  statement  did not  have a  material  effect  on the  level of the
        allowances  for  possible  losses  or  on  the  Company's   consolidated
statements of earnings and shareholder's equity.                

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New Accounting Pronouncements                                   

        In January  1998,  the Financial  Accounting  Standards  Board  ("FASB")
        issued SFAS No. 132,  "Employers'  Disclosures  about  Pension and Other
        Postretirement   Benefits,"   which  revises   current  note  disclosure
        requirements for employers' pension and other retiree benefits. SFAS No.
        132 is effective for fiscal years beginning after December 15, 1997. The
        Company  will  adopt  the  provisions  of  SFAS  No.  132  in  the  1998
consolidated financial statements.                              

        In December 1997, the American Institute of Certified Public Accountants
        ("AICPA")  issued  Statement of Position  ("SOP") 97-3,  "Accounting  by
        Insurance and Other Enterprises for Insurance-Related  Assessments". SOP
        97-3 provides guidance for assessments  related to insurance  activities
        and  requirements  for  disclosure of certain  information.  SOP 97-3 is
        effective for financial  statements  issued for periods  beginning after
        December 31, 1998. Restatement of previously issued financial statements
        is not required.  SOP 97-3 is not expected to have a material  impact on
the Company's consolidated financial statements.                

        In June 1997, the FASB issued SFAS No. 131,  "Disclosures about Segments
        of an  Enterprise  and Related  Information".  SFAS No. 131  establishes
        standards for the way public  business  enterprises  report  information
        about  operating  segments  in annual and interim  financial  statements
        issued  to  shareholders.  It also  establishes  standards  for  related
        disclosures  about  products and  services,  geographic  areas and major
        customers.  Generally,  financial  information  will be  required  to be
        reported  on  the  basis  used  by  management  for  evaluating  segment
        performance and for deciding how to allocate resources to segments. This
        statement is effective  for fiscal years  beginning  after  December 15,
        1997 and need not be applied to interim reporting in the initial year of
        adoption.  Restatement of comparative information for earlier periods is
        required.  Management is currently  reviewing its definition of business
segments in light of the requirements of SFAS No. 131.          

        In June 1997,  the FASB issued SFAS No.  130,  "Reporting  Comprehensive
        Income". SFAS No. 130 establishes standards for reporting and displaying
        comprehensive income and its components in a full set of general purpose
        financial  statements.  SFAS No. 130 requires an  enterprise to classify
        items of other  comprehensive  income  by their  nature  in a  financial
        statement  and display the  accumulated  balance of other  comprehensive
        income separately from retained earnings and additional  paid-in capital
        in the  equity  section  of a  statement  of  financial  position.  This
        statement is effective  for fiscal years  beginning  after  December 15,
        1997.  Reclassification  of  financial  statements  for earlier  periods
        provided for  comparative  purposes is required.  The Company will adopt
        the  provisions  of SFAS  No.  130 in its  1998  consolidated  financial
statements.                                                     

        In June 1996,  the FASB issued SFAS No. 125,  "Accounting  for Transfers
        and Servicing of Financial Assets and  Extinguishments  of Liabilities".
        SFAS No. 125 specifies the  accounting  and reporting  requirements  for
        transfers  of financial  assets,  the  recognition  and  measurement  of
        servicing  assets and  liabilities and  extinguishments  of liabilities.
        SFAS No. 125 is effective for transactions  occurring after December 31,
        1996 and is to be applied  prospectively.  In  December  1996,  the FASB
        issued  SFAS  No.  127,  "Deferral  of the  Effective  Date  of  Certain
        Provisions  of FASB  Statement  No.  125," which defers for one year the
        effective  date  of  provisions   relating  to  secured  borrowings  and
        collateral and transfers of financial assets that are part of repurchase
        agreements,  dollar-roll,  securities lending and similar  transactions.
        Implementation of SFAS No. 125 did not have nor is SFAS No. 127 expected
        to  have a  material  impact  on the  Company's  consolidated  financial
statements.                                                     

Valuation of Investments                                        

        Fixed  maturities  identified  as  available  for sale are  reported  at
        estimated fair value. The amortized cost of fixed maturities is adjusted
for impairments in value deemed to be other than temporary.     

        Valuation  allowances are netted  against the asset  categories to which
they apply.                                                     

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        Mortgage loans on real estate are stated at unpaid  principal  balances,
        net  of  unamortized  discounts  and  valuation  allowances.   Valuation
        allowances are based on the present value of expected  future cash flows
        discounted  at  the  loan's  original  effective  interest  rate  or the
        collateral  value  if the  loan is  collateral  dependent.  However,  if
        foreclosure  is or becomes  probable,  the  measurement  method  used is
collateral value.                                               

        Real estate,  including real estate acquired in satisfaction of debt, is
        stated at  depreciated  cost less valuation  allowances.  At the date of
        foreclosure (including in-substance  foreclosure),  real estate acquired
        in satisfaction of debt is valued at estimated fair value. Impaired real
        estate is  written  down to fair value  with the  impairment  loss being
        included in investment gains (losses), net. Valuation allowances on real
        estate held for sale are computed using the lower of depreciated cost or
        current estimated fair value, net of disposition costs.  Depreciation is
        discontinued on real estate held for sale. Prior to the adoption of SFAS
        No. 121,  valuation  allowances  on real estate held for  production  of
        income were computed using the  forecasted  cash flows of the respective
     properties discounted at a rate equal to the Company's cost of funds.

Policy loans are stated at unpaid principal balances.           

        Partnerships  and joint venture  interests in which the Company does not
        have control or a majority  economic interest are reported on the equity
        basis of accounting  and are included  either with equity real estate or
other equity investments, as appropriate.                       

        Common  stocks are carried at  estimated  fair value and are included in
other equity investments.                                       

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

        Cash and cash equivalents  includes cash on hand, amounts due from banks
        and highly liquid debt instruments  purchased with an original  maturity
of three months or less.                                        

        All securities are recorded in the consolidated  financial statements on
a trade date basis.                                             

        Net Investment Income,  Investment Gains, Net and Unrealized  Investment
Gains (Losses)                                                  

        Net   investment   income  and  realized   investment   gains   (losses)
        (collectively,  "investment  results") related to certain  participating
        group annuity contracts which are passed through to the  contractholders
      are reflected as interest credited to policyholders' account balances.

        Realized   investment   gains   (losses)  are   determined  by  specific
        identification  and are presented as a component of revenue.  Changes in
valuation allowances are included in investment gains or losses.

        Unrealized investment gains and losses on fixed maturities available for
        sale and equity  securities  held by the Company are  accounted for as a
        separate  component of  shareholder's  equity,  net of related  deferred
        Federal income taxes, amounts  attributable to discontinued  operations,
        participating  group annuity  contracts and deferred policy  acquisition
        costs ("DAC") related to universal life and investment-type products and
participating traditional life contracts.                       

Recognition of Insurance Income and Related Expenses            

        Premiums from universal life and investment-type  contracts are reported
        as deposits to  policyholders'  account  balances.  Revenues  from these
        contracts   consist  of  amounts  assessed  during  the  period  against
        policyholders'   account   balances  for   mortality   charges,   policy
        administration charges and surrender charges. Policy benefits and claims
        that are  charged to expense  include  benefit  claims  incurred  in the
period in excess of related policyholders' account balances.    

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        Premiums from participating and  non-participating  traditional life and
        annuity  policies with life  contingencies  generally are  recognized as
        income when due.  Benefits  and expenses are matched with such income so
        as to  result  in the  recognition  of  profits  over  the  life  of the
        contracts.  This match is  accomplished  by means of the  provision  for
        liabilities  for future policy  benefits and the deferral and subsequent
amortization of policy acquisition costs.                       

        For  contracts  with a single  premium  or a limited  number of  premium
        payments due over a  significantly  shorter period than the total period
        over which  benefits are provided,  premiums are recorded as income when
        due with any  excess  profit  deferred  and  recognized  in  income in a
        constant  relationship  to  insurance  in force or, for  annuities,  the
amount of expected future benefit payments.                     

        Premiums from individual  health contracts are recognized as income over
        the period to which the premiums  relate in  proportion to the amount of
insurance protection provided.                                  

Deferred Policy Acquisition Costs                               

        The  costs  of  acquiring   new   business,   principally   commissions,
        underwriting,  agency and policy issue expenses,  all of which vary with
        and  are  primarily  related  to the  production  of new  business,  are
        deferred. DAC is subject to recoverability testing at the time of policy
        issue and loss recognition testing at the end of each accounting period.

        For  universal  life  products  and  investment-type  products,  DAC  is
        amortized  over the expected  total life of the contract  group (periods
        ranging  from  15 to 35  years  and 5 to 17  years,  respectively)  as a
        constant  percentage of estimated gross profits arising principally from
        investment results,  mortality and expense margins and surrender charges
        based on historical and anticipated  future  experience,  updated at the
        end of each accounting  period. The effect on the amortization of DAC of
        revisions  to  estimated  gross  profits is reflected in earnings in the
        period such estimated  gross profits are revised.  The effect on the DAC
        asset that would result from realization of unrealized gains (losses) is
        recognized  with an offset to unrealized  gains (losses) in consolidated
shareholder's equity as of the balance sheet date.              

        For participating  traditional life policies (substantially all of which
        are in the Closed Block),  DAC is amortized over the expected total life
        of the contract group (40 years) as a constant  percentage  based on the
        present  value of the  estimated  gross  margin  amounts  expected to be
        realized  over the life of the contracts  using the expected  investment
        yield. At December 31, 1997, the expected  investment  yield,  excluding
        policy  loans,  generally  ranged from 7.53%  grading to 7.92% over a 20
        year period.  Estimated gross margin includes  anticipated  premiums and
        investment results less claims and administrative  expenses,  changes in
        the  net  level  premium  reserve  and  expected   annual   policyholder
        dividends.  The  effect  on the  amortization  of DAC  of  revisions  to
        estimated  gross  margins is  reflected  in  earnings in the period such
        estimated  gross  margins are revised.  The effect on the DAC asset that
        would result from realization of unrealized gains (losses) is recognized
        with  an  offset  to   unrealized   gains   (losses)   in   consolidated
shareholder's equity as of the balance sheet date.              

        For  non-participating  traditional  life and annuity policies with life
        contingencies,  DAC is amortized in proportion to anticipated  premiums.
        Assumptions  as to  anticipated  premiums  are  estimated at the date of
        policy  issue  and  are  consistently  applied  during  the  life of the
        contracts.   Deviations  from  estimated  experience  are  reflected  in
        earnings in the period such deviations  occur. For these contracts,  the
    amortization periods generally are for the total life of the policy.

        For  individual  health  benefit  insurance,  DAC is amortized  over the
        expected  average  life of the  contracts  (10 years  for major  medical
        policies  and  20  years  for  disability  income  ("DI")  products)  in
proportion to anticipated premium revenue at time of issue.     

Policyholders' Account Balances and Future Policy Benefits      

        Policyholders'  account balances for universal life and  investment-type
        contracts are equal to the policy  account  values.  The policy  account
        values  represents  an  accumulation  of  gross  premium  payments  plus
     credited interest less expense and mortality charges and withdrawals.

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        For  participating  traditional  life  policies,  future policy  benefit
        liabilities are calculated using a net level premium method on the basis
        of actuarial assumptions equal to guaranteed mortality and dividend fund
        interest  rates.  The  liability  for annual  dividends  represents  the
        accrual of annual dividends  earned.  Terminal  dividends are accrued in
proportion to gross margins over the life of the contract.      

        For non-participating traditional life insurance policies, future policy
        benefit  liabilities  are estimated  using a net level premium method on
        the basis of actuarial  assumptions  as to  mortality,  persistency  and
        interest established at policy issue.  Assumptions established at policy
        issue as to mortality and persistency are based on the Insurance Group's
        experience  which,  together  with  interest  and  expense  assumptions,
        include a margin for adverse deviation.  When the liabilities for future
        policy benefits plus the present value of expected future gross premiums
        for a product are  insufficient  to provide for expected  future  policy
        benefits  and  expenses  for  that  product,  DAC  is  written  off  and
        thereafter,  if required, a premium deficiency reserve is established by
        a charge to earnings.  Benefit  liabilities  for  traditional  annuities
        during the accumulation period are equal to accumulated contractholders'
        fund balances and after  annuitization are equal to the present value of
        expected  future  payments.  Interest  rates used in  establishing  such
        liabilities range from 2.25% to 11.5% for life insurance liabilities and
from 2.25% to 13.5% for annuity liabilities.                    

        During  the  fourth  quarter  of  1996,  a  loss  recognition  study  of
        participating group annuity contracts and conversion annuities ("Pension
        Par") was completed  which  included  management's  revised  estimate of
        assumptions,  such as expected mortality and future investment  returns.
        The  study's  results   prompted   management  to  establish  a  premium
        deficiency reserve which decreased  earnings from continuing  operations
and net earnings by $47.5 million ($73.0 million pre-tax).      

        Individual  health  benefit  liabilities  for active lives are estimated
        using  the  net  level  premium  method  and  assumptions  as to  future
        morbidity,  withdrawals and interest.  Benefit  liabilities for disabled
        lives are  estimated  using the  present  value of  benefits  method and
       experience assumptions as to claim terminations, expenses and interest.

        During  the  fourth  quarter  of  1996,  the  Company  completed  a loss
        recognition  study of the DI business  which  incorporated  management's
        revised  estimates  of  future  experience  with  regard  to  morbidity,
        investment  returns,   claims  and  administration  expenses  and  other
        factors.  The study  indicated DAC was not  recoverable and the reserves
        were  not  sufficient.  Earnings  from  continuing  operations  and  net
        earnings  decreased  by $208.0  million  ($320.0  million  pre-tax) as a
        result of  strengthening  DI reserves by $175.0  million and writing off
        unamortized DAC of $145.0 million related to DI products issued prior to
        July 1993. The determination of DI reserves requires making  assumptions
        and estimates relating to a variety of factors,  including morbidity and
        interest  rates,  claims  experience and lapse rates based on then known
        facts and circumstances. Such factors as claim incidence and termination
        rates can be affected by changes in the economic,  legal and  regulatory
        environments and work ethic.  While management  believes its 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.                                                    

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        Claim  reserves and associated  liabilities  for individual DI and major
        medical  policies were $886.7 million and $869.4 million at December 31,
        1997 and  1996,  respectively.  Incurred  benefits  (benefits  paid plus
        changes in claim reserves) and benefits paid for individual DI and major
        medical  policies   (excluding   reserve   strengthening  in  1996)  are
summarized as follows:                                          

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Incurred benefits related to current year..........  $       190.2      $      189.0      $      176.0    
Incurred benefits related to prior years...........            2.1              69.1              67.8    
                                                    -----------------  ----------------  -----------------
Total Incurred Benefits............................  $       192.3      $      258.1      $      243.8    
                                                    =================  ================  =================

Benefits paid related to current year..............  $        28.8      $       32.6      $       37.0    
Benefits paid related to prior years...............          146.2             153.3             137.8    
                                                    -----------------  ----------------  -----------------
Total Benefits Paid................................  $       175.0      $      185.9      $      174.8    
                                                    =================  ================  =================

Policyholders' Dividends                                        

        The amount of  policyholders'  dividends to be paid (including  those on
        policies  included  in the  Closed  Block)  is  determined  annually  by
        Equitable   Life's  board  of  directors.   The   aggregate   amount  of
        policyholders'  dividends  is  related  to actual  interest,  mortality,
        morbidity  and expense  experience  for the year and  judgment as to the
        appropriate level of statutory surplus to be retained by Equitable Life.

        At December 31, 1997,  participating  policies,  including  those in the
        Closed Block, represent  approximately 21.2% ($50.2 billion) of directly
written life insurance in force, net of amounts ceded.          

Federal Income Taxes                                            

        The  Company  files a  consolidated  Federal  income tax return with the
        Holding  Company  and its  consolidated  subsidiaries.  Current  Federal
        income  taxes are charged or credited to  operations  based upon amounts
        estimated to be payable or recoverable as a result of taxable operations
        for the current year.  Deferred  income tax assets and  liabilities  are
        recognized based on the difference between financial  statement carrying
        amounts  and income tax bases of assets and  liabilities  using  enacted
income tax rates and laws.                                      

Separate Accounts                                               

        Separate  Accounts are established in conformity with the New York State
        Insurance Law and generally are not  chargeable  with  liabilities  that
        arise from any other business of the Insurance Group.  Separate Accounts
        assets  are  subject to General  Account  claims  only to the extent the
value of such assets exceeds Separate Accounts liabilities.     

        Assets  and  liabilities  of the  Separate  Accounts,  representing  net
        deposits  and  accumulated  net  investment  earnings  less  fees,  held
        primarily  for  the  benefit  of  contractholders,  and  for  which  the
        Insurance Group does not bear the investment risk, are shown as separate
        captions in the consolidated  balance sheets.  The Insurance Group bears
        the investment risk on assets held in one Separate  Account,  therefore,
        such assets are carried on the same basis as similar  assets held in the
        General Account  portfolio.  Assets held in the other Separate  Accounts
        are carried at quoted  market  values or,  where  quoted  values are not
        available,  at  estimated  fair values as  determined  by the  Insurance
Group.                                                          

        The investment results of Separate Accounts on which the Insurance Group
        does not bear the  investment  risk are  reflected  directly in Separate
        Accounts  liabilities.  For 1997, 1996 and 1995,  investment  results of
        such  Separate  Accounts  were $3,411.1  million,  $2,970.6  million and
$1,963.2 million, respectively.                                 

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        Deposits to Separate  Accounts  are  reported as  increases  in Separate
        Accounts liabilities and are not reported in revenues. Mortality, policy
        administration  and  surrender  charges  on all  Separate  Accounts  are
included in revenues.                                           

Employee Stock Option Plan                                      

        The Company  accounts for stock  option  plans  sponsored by the Holding
        Company,   DLJ  and  Alliance  in  accordance  with  the  provisions  of
        Accounting  Principles  Board Opinion  ("APB") No. 25,  "Accounting  for
        Stock Issued to Employees," and related  interpretations.  In accordance
        with the opinion,  compensation expense is recorded on the date of grant
        only if the current  market price of the  underlying  stock  exceeds the
        exercise  price.  See  Note  21 for the pro  forma  disclosures  for the
        Holding Company,  DLJ and Alliance required by SFAS No. 123, "Accounting
for Stock-Based Compensation".                                  

3)     INVESTMENTS                                                            

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

                                                        [Enlarge/Download Table]


                                                                Gross               Gross                         
                                           Amortized          Unrealized         Unrealized         Estimated     
                                              Cost              Gains              Losses           Fair Value    
                                        -----------------  -----------------   ----------------  -----------------
                                                                      (In Millions)                               
                                                                                                                  
December 31, 1997                                                                                                 
Fixed Maturities:                                                                                                 
  Available for Sale:                                                                                             
    Corporate..........................  $    14,230.3      $       785.0       $       74.5      $    14,940.8   
    Mortgage-backed....................        1,702.8               23.5                1.3            1,725.0   
    U.S. Treasury securities and                                                                                  
      U.S. government and                                                                                         
      agency securities................        1,583.2               83.9                 .6            1,666.5   
    States and political subdivisions..          673.0                6.8                 .1              679.7   
    Foreign governments................          442.4               44.8                2.0              485.2   
    Redeemable preferred stock.........          128.0                6.7                1.0              133.7   
                                        -----------------  -----------------   ----------------  -----------------
Total Available for Sale...............  $    18,759.7      $       950.7       $       79.5      $    19,630.9   
                                        =================  =================   ================  =================
Equity Securities:                                                                                                
  Common stock.........................  $       408.4      $        48.7       $       15.0      $       442.1   
                                        =================  =================   ================  =================
December 31, 1996                                                                                                 
Fixed Maturities:                                                                                                 
  Available for Sale:                                                                                             
    Corporate..........................  $    13,645.2      $       451.5       $      121.0      $    13,975.7   
    Mortgage-backed....................        2,015.9               11.2               20.3            2,006.8   
    U.S. Treasury securities and                                                                                  
      U.S. government and                                                                                         
      agency securities................        1,539.4               39.2               19.3            1,559.3   
    States and political subdivisions..           77.0                4.5                -                 81.5   
    Foreign governments................          302.6               18.0                2.2              318.4   
    Redeemable preferred stock.........          139.1                3.3                7.1              135.3   
                                        -----------------  -----------------   ----------------  -----------------
Total Available for Sale...............  $    17,719.2      $       527.7       $      169.9      $    18,077.0   
                                        =================  =================   ================  =================
Equity Securities:                                                                                                
  Common stock.........................  $       362.0      $        49.3       $       17.7      $       393.6   
                                        =================  =================   ================  =================

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        For publicly traded fixed  maturities and equity  securities,  estimated
        fair  value  is  determined  using  quoted  market  prices.   For  fixed
        maturities without a readily ascertainable market value, the Company has
        determined  an  estimated  fair  value  using  a  discounted  cash  flow
        approach,  including  provisions for credit risk, generally based on the
        assumption  such  securities  will be held to maturity.  Estimated  fair
        values for equity  securities,  substantially all of which do not have a
        readily ascertainable market value, have been determined by the Company.
        Such estimated fair values do not  necessarily  represent the values for
        which  these  securities  could  have  been  sold  at the  dates  of the
        consolidated  balance sheets. At December 31, 1997 and 1996,  securities
        without a readily ascertainable market value having an amortized cost of
        $3,759.2 million and $3,915.7 million,  respectively, had estimated fair
values of $3,903.9 million and $4,024.6 million, respectively.  

      The contractual maturity of bonds at December 31, 1997 is shown below:

                                                        [Enlarge/Download Table]


                                                                                Available for Sale          
                                                                        ------------------------------------
                                                                           Amortized          Estimated     
                                                                             Cost             Fair Value    
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Due in one year or less................................................  $      149.9       $      151.3    
Due in years two through five..........................................       2,962.8            3,025.2    
Due in years six through ten...........................................       6,863.9            7,093.0    
Due after ten years....................................................       6,952.3            7,502.7    
Mortgage-backed securities.............................................       1,702.8            1,725.0    
                                                                        ----------------   -----------------
Total..................................................................  $   18,631.7       $   19,497.2    
                                                                        ================   =================

        Bonds not due at a single  maturity date have been included in the above
        table in the year of final maturity.  Actual maturities will differ from
        contractual  maturities  because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.

        The  Insurance  Group's fixed  maturity  investment  portfolio  includes
        corporate high yield  securities  consisting of public high yield bonds,
        redeemable  preferred  stocks and directly  negotiated debt in leveraged
        buyout  transactions.  The Insurance  Group seeks to minimize the higher
        than normal credit risks  associated  with such securities by monitoring
        the total  investments  in any single  issuer or total  investment  in a
        particular  industry  group.  Certain  of  these  corporate  high  yield
        securities are classified as other than investment  grade by the various
        rating  agencies,  i.e., a rating below Baa or National  Association  of
        Insurance Commissioners ("NAIC") designation of 3 (medium grade), 4 or 5
        (below  investment  grade) or 6 (in or near  default).  At December  31,
        1997,  approximately 17.85% of the $18,610.6 million aggregate amortized
        cost of bonds held by the  Insurance  Group were  considered to be other
than investment grade.                                          

        In addition to its  holdings of  corporate  high yield  securities,  the
        Insurance Group is an equity investor in limited  partnership  interests
        which  primarily  invest  in  securities  considered  to be  other  than
investment grade.                                               

        Fixed maturity  investments with  restructured or modified terms are not
material.                                                       

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    Investment valuation allowances and changes thereto are shown below:

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Balances, beginning of year........................  $       137.1      $      325.3      $      284.9    
SFAS No. 121 release...............................            -              (152.4)              -      
Additions charged to income........................          334.6             125.0             136.0    
Deductions for writedowns and                                                                             
  asset dispositions...............................          (87.2)           (160.8)            (95.6)   
                                                    -----------------  ----------------  -----------------
Balances, End of Year..............................  $       384.5      $      137.1      $      325.3    
                                                    =================  ================  =================

Balances, end of year comprise:                                                                           
  Mortgage loans on real estate....................  $        55.8      $       50.4      $       65.5    
  Equity real estate...............................          328.7              86.7             259.8    
                                                    -----------------  ----------------  -----------------
Total..............................................  $       384.5      $      137.1      $      325.3    
                                                    =================  ================  =================

        At December 31, 1997, the carrying  values of  investments  held for the
        production  of income  which were  non-income  producing  for the twelve
        months preceding the consolidated  balance sheet date were $12.6 million
     of fixed maturities and $.9 million of mortgage loans on real estate.

        At  December  31,  1997 and 1996,  mortgage  loans on real  estate  with
        scheduled payments 60 days (90 days for agricultural  mortgages) or more
        past due or in  foreclosure  (collectively,  "problem  mortgage loans on
        real  estate") had an  amortized  cost of $23.4  million  (0.9% of total
        mortgage loans on real estate) and $12.4 million (0.4% of total mortgage
loans on real estate), respectively.                            

        The payment terms of mortgage loans on real estate may from time to time
        be  restructured or modified.  The investment in  restructured  mortgage
        loans on real  estate,  based on  amortized  cost,  amounted  to  $183.4
        million and $388.3 million at December 31, 1997 and 1996,  respectively.
        Gross interest income on restructured mortgage loans on real estate that
        would have been recorded in accordance  with the original  terms of such
        loans  amounted to $17.2  million,  $35.5  million and $52.1  million in
        1997, 1996 and 1995, respectively.  Gross interest income on these loans
        included  in net  investment  income  aggregated  $12.7  million,  $28.2
million and $37.4 million in 1997, 1996 and 1995, respectively. 

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
related provision for losses were as follows:                   

                                                        [Enlarge/Download Table]


                                                                                 December 31,               
                                                                    ----------------------------------------
                                                                           1997                 1996        
                                                                    -------------------  -------------------
                                                                                 (In Millions)              
                                                                                                            
Impaired mortgage loans with provision for losses..................  $        196.7       $        340.0    
Impaired mortgage loans without provision for losses...............             3.6                122.3    
                                                                    -------------------  -------------------
Recorded investment in impaired mortgage loans.....................           200.3                462.3    
Provision for losses...............................................           (51.8)               (46.4)   
                                                                    -------------------  -------------------
Net Impaired Mortgage Loans........................................  $        148.5       $        415.9    
                                                                    ===================  ===================

        Impaired mortgage loans without provision for losses are loans where the
        fair value of the  collateral  or the net present  value of the expected
        future cash flows  related to the loan  equals or exceeds  the  recorded
        investment.  Interest income earned on loans where the collateral  value
        is used to measure  impairment  is recorded  on a cash  basis.  Interest
        income  on loans  where the  present  value  method  is used to  measure
        impairment  is accrued on the net  carrying  value amount of the loan at
        the  interest  rate used to  discount  the cash  flows.  Changes  in the
        present  value  attributable  to  changes  in the  amount  or  timing of
expected cash flows are reported as investment gains or losses. 

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        During 1997, 1996 and 1995, respectively, the Company's average recorded
        investment in impaired mortgage loans was $246.9 million, $552.1 million
        and  $429.0  million.  Interest  income  recognized  on  these  impaired
        mortgage  loans totaled $15.2  million,  $38.8 million and $27.9 million
        ($2.3  million,  $17.9  million and $13.4  million  recognized on a cash
basis) for 1997, 1996 and 1995, respectively.                   

        The Insurance Group's investment in equity real estate is through direct
        ownership  and through  investments  in real estate joint  ventures.  At
        December  31, 1997 and 1996,  the  carrying  value of equity real estate
        held  for  sale  amounted  to  $1,023.5   million  and  $345.6  million,
        respectively.  For 1997,  1996 and 1995,  respectively,  real  estate of
        $152.0  million,  $58.7  million  and  $35.3  million  was  acquired  in
        satisfaction  of debt. At December 31, 1997 and 1996,  the Company owned
        $693.3 million and $771.7 million, respectively, of real estate acquired
in satisfaction of debt.                                        

        Depreciation of real estate is computed using the  straight-line  method
        over the estimated useful lives of the properties, which generally range
        from 40 to 50 years.  Accumulated depreciation on real estate was $541.1
        million and $587.5 million at December 31, 1997 and 1996,  respectively.
        Depreciation expense on real estate totaled $74.9 million, $91.8 million
and $121.7 million for 1997, 1996 and 1995, respectively.       

4)     JOINT VENTURES AND PARTNERSHIPS                                        

        Summarized combined financial information for real estate joint ventures
        (29 and 34  individual  ventures  as of  December  31,  1997  and  1996,
        respectively) and for limited partnership  interests accounted for under
        the equity  method,  in which the  Company  has an  investment  of $10.0
        million  or  greater  and an equity  interest  of 10% or  greater  is as
follows:                                                        

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            

                                                                                                            
BALANCE SHEETS                                                                                              
Investments in real estate, at depreciated cost........................  $    1,700.9       $    1,883.7    
Investments in securities, generally at estimated fair value...........       1,374.8            2,430.6    
Cash and cash equivalents..............................................         105.4               98.0    
Other assets...........................................................         584.9              427.0    
                                                                        ----------------   -----------------
Total Assets...........................................................  $    3,766.0       $    4,839.3    
                                                                        ================   =================

Borrowed funds - third party...........................................  $      493.4       $    1,574.3    
Borrowed funds - the Company...........................................          31.2              137.9    
Other liabilities......................................................         284.0              415.8    
                                                                        ----------------   -----------------
Total liabilities......................................................         808.6            2,128.0    
                                                                        ----------------   -----------------

Partners' capital......................................................       2,957.4            2,711.3    
                                                                        ----------------   -----------------

Total Liabilities and Partners' Capital................................  $    3,766.0       $    4,839.3    
                                                                        ================   =================

Equity in partners' capital included above.............................  $      568.5       $      806.8    
Equity in limited partnership interests not included above.............         331.8              201.8    
Other..................................................................           4.3                9.8    
                                                                        ----------------   -----------------
Carrying Value.........................................................  $      904.6       $    1,018.4    
                                                                        ================   =================

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                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
STATEMENTS OF EARNINGS                                                                                    
Revenues of real estate joint ventures.............  $       310.5      $      348.9      $      463.5    
Revenues of other limited partnership interests....          506.3             386.1             242.3    
Interest expense - third party.....................          (91.8)           (111.0)           (135.3)   
Interest expense - the Company.....................           (7.2)            (30.0)            (41.0)   
Other expenses.....................................         (263.6)           (282.5)           (397.7)   
                                                    -----------------  ----------------  -----------------
Net Earnings.......................................  $       454.2      $      311.5      $      131.8    
                                                    =================  ================  =================

Equity in net earnings included above..............  $        76.7      $       73.9      $       49.1    
Equity in net earnings of limited partnerships                                                            
  interests not included above.....................           69.5              35.8              44.8    
Other..............................................            (.9)               .9               1.0    
                                                                                         -----------------
                                                    -----------------  ----------------  -----------------
Total Equity in Net Earnings.......................  $       145.3      $      110.6      $       94.9    
                                                    =================  ================  =================

5)     NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)                    

The sources of net investment income are summarized as follows: 

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Fixed maturities...................................  $     1,459.4      $    1,307.4      $    1,151.1    
Mortgage loans on real estate......................          260.8             303.0             329.0    
Equity real estate.................................          390.4             442.4             560.4    
Other equity investments...........................          156.9             122.0              76.9    
Policy loans.......................................          177.0             160.3             144.4    
Other investment income............................          181.7             217.4             273.0    
                                                    -----------------  ----------------  -----------------

  Gross investment income..........................        2,626.2           2,552.5           2,534.8    
                                                    -----------------  ----------------  -----------------

  Investment expenses..............................          343.4             348.9             446.6    
                                                    -----------------  ----------------  -----------------

Net Investment Income..............................  $     2,282.8      $    2,203.6      $    2,088.2    
                                                    =================  ================  =================

        Investment  gains  (losses),  net,  including  changes in the  valuation
allowances, are summarized as follows:                          

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Fixed maturities...................................  $        88.1      $       60.5      $      119.9    
Mortgage loans on real estate......................          (11.2)            (27.3)            (40.2)   
Equity real estate.................................         (391.3)            (79.7)            (86.6)   
Other equity investments...........................           14.1              18.9              12.8    
Sale of subsidiaries...............................          252.1               -                 -      
Issuance and sales of Alliance Units...............            -                20.6               -      
Other..............................................            3.0              (2.8)              (.6)   
                                                    -----------------  ----------------  -----------------
Investment (Losses) Gains, Net.....................  $       (45.2)     $       (9.8)     $        5.3    
                                                    =================  ================  =================

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        Writedowns of fixed maturities amounted to $11.7 million,  $29.9 million
        and $46.7 million for 1997, 1996 and 1995, respectively,  and writedowns
        of  equity  real  estate  subsequent  to the  adoption  of SFAS No.  121
        amounted  to  $136.4  million  and  $23.7  million  for 1997  and  1996,
        respectively.  In the fourth quarter of 1997,  the Company  reclassified
        $1,095.4 million depreciated cost of equity real estate from real estate
        held  for the  production  of  income  to real  estate  held  for  sale.
        Additions to valuation  allowances of $227.6  million were recorded upon
        these transfers.  Additionally in the fourth quarter,  $132.3 million of
      writedowns on real estate held for production of income were recorded.

        For 1997,  1996 and 1995,  respectively,  proceeds  received on sales of
        fixed  maturities  classified as available for sale amounted to $9,789.7
        million,  $8,353.5 million and $8,206.0  million.  Gross gains of $166.0
        million,  $154.2  million and $211.4  million and gross losses of $108.8
        million, $92.7 million and $64.2 million, respectively, were realized on
        these sales. The change in unrealized  investment gains (losses) related
        to fixed maturities  classified as available for sale for 1997, 1996 and
        1995 amounted to $513.4 million,  $(258.0) million and $1,077.2 million,
respectively.                                                   

        For 1997,  1996 and 1995,  investment  results passed through to certain
        participating   group   annuity   contracts  as  interest   credited  to
        policyholders'  account  balances  amounted  to $137.5  million,  $136.7
million and $131.2 million, respectively.                       

        On June 10, 1997,  Equitable Life sold EREIM (other than its interest in
        Column Financial, Inc.) ("ERE") to Lend Lease Corporation Limited ("Lend
        Lease"),  a  publicly  traded,   international  property  and  financial
        services  company based in Sydney,  Australia.  The total purchase price
        was $400.0  million and consisted of $300.0 million in cash and a $100.0
        million note maturing in eight years and bearing interest at the rate of
        7.4%,  subject to certain  adjustments.  Equitable  Life  recognized  an
        investment  gain of $162.4  million,  net of Federal income tax of $87.4
        million as a result of this  transaction.  Equitable  Life  entered into
        long-term  advisory  agreements  whereby  ERE will  continue  to provide
        substantially  the same services to Equitable Life's General Account and
        Separate Accounts, for substantially the same fees, as provided prior to
the sale.                                                       

        Through  June 10, 1997 and the years ended  December  31, 1996 and 1995,
        respectively,  the businesses sold reported  combined  revenues of $91.6
        million,  $226.1 million and $245.6 million and combined net earnings of
        $10.7 million,  $30.7 million and $27.9 million.  Total combined  assets
        and liabilities as reported at December 31, 1996 were $171.8 million and
$130.1 million, respectively.                                   

        In  1996,  Alliance  acquired  the  business  of  Cursitor-Eaton   Asset
        Management   Company  and  Cursitor   Holdings  Limited   (collectively,
        "Cursitor")  for  approximately   $159.0  million.  The  purchase  price
        consisted of $94.3 million in cash,  1.8 million of Alliance's  publicly
        traded units  ("Alliance  Units"),  6% notes  aggregating  $21.5 million
        payable   ratably   over  four   years,   and   substantial   additional
        consideration  to be  determined  at a later  date.  The  excess  of the
        purchase price, including acquisition costs and minority interest,  over
        the  fair  value of  Cursitor's  net  assets  acquired  resulted  in the
        recognition  of  intangible  assets  consisting  of  costs  assigned  to
        contracts  acquired and  goodwill of  approximately  $122.8  million and
        $38.3 million,  respectively.  The Company recognized an investment gain
        of $20.6  million as a result of the issuance of Alliance  Units in this
        transaction.  On June 30, 1997,  Alliance  reduced the recorded value of
        goodwill  and  contracts  associated  with  Alliance's   acquisition  of
        Cursitor by $120.9 million.  This charge reflected  Alliance's view that
        Cursitor's continuing decline in assets under management and its reduced
        profitability,  resulting from relative investment underperformance,  no
        longer supported the carrying value of its investment.  As a result, the
        Company's  earnings from continuing  operations before cumulative effect
        of accounting change for 1997 included a charge of $59.5 million, net of
        a Federal  income tax benefit of $10.0 million and minority  interest of
        $51.4  million.  The  remaining  balance of  intangible  assets is being
        amortized  over its estimated  useful life of 20 years.  At December 31,
        1997, the Company's ownership of Alliance Units was approximately 56.9%.

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        Net unrealized  investment gains (losses),  included in the consolidated
        balance  sheets  as a  component  of  equity  and  the  changes  for the
corresponding years, are summarized as follows:                 

                                                        [Enlarge/Download Table]

                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Balance, beginning of year.........................  $       189.9      $      396.5      $     (220.5)   
Changes in unrealized investment gains (losses)....          543.3            (297.6)          1,198.9    
Changes in unrealized investment losses                                                                   
  (gains) attributable to:                                                                                
    Participating group annuity contracts..........           53.2               -               (78.1)   
    DAC............................................          (89.0)             42.3            (216.8)   
    Deferred Federal income taxes..................         (163.8)             48.7            (287.0)   
                                                    -----------------  ----------------  -----------------
Balance, End of Year...............................  $       533.6      $      189.9      $      396.5    
                                                    =================  ================  =================

Balance, end of year comprises:                                                                           
  Unrealized investment gains on:                                                                         
    Fixed maturities...............................  $       871.2      $      357.8      $      615.9    
    Other equity investments.......................           33.7              31.6              31.1    
    Other, principally Closed Block................           80.9              53.1              93.1    
                                                    -----------------  ----------------  -----------------
      Total........................................          985.8             442.5             740.1    
  Amounts of unrealized investment gains                                                                  
    attributable to:                                                                                      
      Participating group annuity contracts........          (19.0)            (72.2)            (72.2)   
      DAC..........................................         (141.0)            (52.0)            (94.3)   
      Deferred Federal income taxes................         (292.2)           (128.4)           (177.1)   
                                                    -----------------  ----------------  -----------------
Total..............................................  $       533.6      $      189.9      $      396.5    
                                                    =================  ================  =================

6)      CLOSED BLOCK                                                            

Summarized financial information for the Closed Block follows:  

                                                        [Enlarge/Download Table]


                                                                                  December 31,              
                                                                      --------------------------------------
                                                                            1997                 1996       
                                                                      -----------------    -----------------
                                                                                  (In Millions)             
                                                                                                            
Assets                                                                                                      
Fixed Maturities:                                                                                           
  Available for sale, at estimated fair value (amortized cost,                                              
    $4,059.4 and $3,820.7)...........................................  $    4,231.0         $    3,889.5    
Mortgage loans on real estate........................................       1,341.6              1,380.7    
Policy loans.........................................................       1,700.2              1,765.9    
Cash and other invested assets.......................................         282.7                336.1    
DAC..................................................................         775.2                876.5    
Other assets.........................................................         235.9                246.3    
                                                                      -----------------    -----------------
Total Assets.........................................................  $    8,566.6         $    8,495.0    
                                                                      =================    =================

Liabilities                                                                                                 
Future policy benefits and policyholders' account balances...........  $    8,993.2         $    8,999.7    
Other liabilities....................................................          80.5                 91.6    
                                                                      -----------------    -----------------
Total Liabilities....................................................  $    9,073.7         $    9,091.3    
                                                                      =================    =================

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                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Revenues                                                                                                  
Premiums and other revenue.........................  $       687.1      $      724.8      $      753.4    
Investment income (net of investment                                                                      
  expenses of $27.0, $27.3 and $26.7)..............          574.9             546.6             538.9    
Investment losses, net.............................          (42.4)             (5.5)            (20.2)   
                                                    -----------------  ----------------  -----------------
      Total revenues...............................        1,219.6           1,265.9           1,272.1    
                                                    -----------------  ----------------  -----------------

Benefits and Other Deductions                                                                             
Policyholders' benefits and dividends..............        1,066.7           1,106.3           1,077.6    
Other operating costs and expenses.................           50.4              34.6              51.3    
                                                    -----------------  ----------------  -----------------
      Total benefits and other deductions..........        1,117.1           1,140.9           1,128.9    
                                                    -----------------  ----------------  -----------------

Contribution from the Closed Block.................  $       102.5      $      125.0      $      143.2    
                                                    =================  ================  =================

        At December 31, 1997 and 1996, problem mortgage loans on real estate had
        an amortized  cost of $8.1 million and $4.3 million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had an amortized cost of $70.5 million and $114.2 million,
        respectively.  At December 31, 1996, the restructured  mortgage loans on
        real estate  amount  included $.7 million of problem  mortgage  loans on
real estate.                                                    

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
related provision for losses were as follows:                   

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Impaired mortgage loans with provision for losses......................  $       109.1      $       128.1   
Impaired mortgage loans without provision for losses...................             .6                 .6   
                                                                        ----------------   -----------------
Recorded investment in impaired mortgages..............................          109.7              128.7   
Provision for losses...................................................          (17.4)             (12.9)  
                                                                        ----------------   -----------------
Net Impaired Mortgage Loans............................................  $        92.3      $       115.8   
                                                                        ================   =================

        During  1997,  1996  and  1995,  the  Closed  Block's  average  recorded
        investment in impaired mortgage loans was $110.2 million, $153.8 million
        and $146.9 million,  respectively.  Interest income  recognized on these
        impaired  mortgage  loans totaled $9.4  million,  $10.9 million and $5.9
        million  ($4.1  million,  $4.7 million and $1.3 million  recognized on a
cash basis) for 1997, 1996 and 1995, respectively.              

        Valuation  allowances  amounted to $18.5  million  and $13.8  million on
        mortgage  loans on real  estate and $16.8  million  and $3.7  million on
        equity real estate at December  31, 1997 and 1996,  respectively.  As of
        January  1,  1996,  the  adoption  of  SFAS  No.  121  resulted  in  the
        recognition of impairment losses of $5.6 million on real estate held for
        production of income.  Writedowns of fixed  maturities  amounted to $3.5
        million,  $12.8  million  and $16.8  million  for  1997,  1996 and 1995,
        respectively  and  writedowns  of equity real estate  subsequent  to the
adoption of SFAS No. 121 amounted to $28.8 million for 1997.    

        In the fourth quarter of 1997, $72.9 million  depreciated cost of equity
        real estate held for  production  of income was  reclassified  to equity
        real estate held for sale.  Additions to valuation  allowances  of $15.4
        million were recorded upon these transfers.  Additionally, in the fourth
        quarter,  $28.8 million of writedowns on real estate held for production
of income were recorded.                                        

        Many  expenses  related  to  Closed  Block  operations  are  charged  to
        operations  outside of the Closed Block;  accordingly,  the contribution
        from the Closed Block does not represent the actual profitability of the
        Closed Block  operations.  Operating  costs and expenses  outside of the
        Closed Block are, therefore, disproportionate to the business outside of
the Closed Block.                                               

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7)     DISCONTINUED OPERATIONS                                                

     Summarized financial information for discontinued operations follows:

                                                        [Enlarge/Download Table]


                                                                                  December 31,              
                                                                      --------------------------------------
                                                                            1997                 1996       
                                                                      -----------------    -----------------
                                                                                  (In Millions)             

                                                                                                            
Assets                                                                                                      
Mortgage loans on real estate........................................  $      655.5         $    1,111.1    
Equity real estate...................................................         655.6                925.6    
Other equity investments.............................................         209.3                300.5    
Short-term investments...............................................         102.0                 63.2    
Other invested assets................................................          41.9                 50.9    
                                                                      -----------------    -----------------
  Total investments..................................................       1,664.3              2,451.3    
Cash and cash equivalents............................................         106.8                 42.6    
Other assets.........................................................         253.9                242.9    
                                                                      -----------------    -----------------
Total Assets.........................................................  $    2,025.0         $    2,736.8    
                                                                      =================    =================

Liabilities                                                                                                 
Policyholders' liabilities...........................................  $    1,048.3         $    1,335.9    
Allowance for future losses..........................................         259.2                262.0    
Amounts due to continuing operations.................................         572.8                996.2    
Other liabilities....................................................         144.7                142.7    
                                                                      -----------------    -----------------
Total Liabilities....................................................  $    2,025.0         $    2,736.8    
                                                                      =================    =================

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Revenues                                                                                                  
Investment income (net of investment                                                                      
  expenses of $97.3, $127.5 and $153.1)............  $       188.6      $      245.4      $      323.6    
Investment losses, net.............................         (173.7)            (18.9)            (22.9)   
Policy fees, premiums and other income.............             .2                .2                .7    
                                                    -----------------  ----------------  -----------------
Total revenues.....................................           15.1             226.7             301.4    

Benefits and other deductions......................          169.5             250.4             326.5    
Losses charged to allowance for future losses......         (154.4)            (23.7)            (25.1)   
                                                    -----------------  ----------------  -----------------
Pre-tax loss from operations.......................            -                 -                 -      
Pre-tax loss from strengthening of the                                                                    
  allowance for future losses......................         (134.1)           (129.0)              -      
Federal income tax benefit.........................           46.9              45.2               -      
                                                    -----------------  ----------------  -----------------
Loss from Discontinued Operations..................  $       (87.2)     $      (83.8)     $        -      
                                                    =================  ================  =================

        The Company's  quarterly process for evaluating the allowance for future
        losses  applies  the  current   period's  results  of  the  discontinued
        operations  against  the  allowance,  re-estimates  future  losses,  and
        adjusts the  allowance,  if  appropriate.  Additionally,  as part of the
        Company's  annual  planning  process  which  takes  place in the  fourth
        quarter of each year,  investment and benefit cash flow  projections are
        prepared.  These updated  assumptions and estimates resulted in the need
to strengthen the allowance in 1997 and 1996, respectively.     

        In the fourth quarter of 1997, $329.9 million depreciated cost of equity
        real estate was reclassified from equity real estate held for production
        of  income  to  real  estate  held  for  sale.  Additions  to  valuation
        allowances  of $79.8  million  were  recognized  upon  these  transfers.
        Additionally,  in the fourth quarter, $92.5 million of writedown on real
estate held for production of income were recognized.           

        Benefits and other deductions includes $53.3 million, $114.3 million and
        $154.6  million of interest  expense  related to amounts  borrowed  from
continuing operations in 1997, 1996 and 1995, respectively.     

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        Valuation  allowances  amounted  to $28.4  million  and $9.0  million on
        mortgage  loans on real estate and $88.4  million  and $20.4  million on
        equity real estate at December  31, 1997 and 1996,  respectively.  As of
        January 1, 1996,  the  adoption of SFAS No. 121 resulted in a release of
        existing valuation allowances of $71.9 million on equity real estate and
        recognition  of  impairment  losses of $69.8 million on real estate held
        for production of income. Writedowns of equity real estate subsequent to
        the adoption of SFAS No. 121 amounted to $95.7 million and $12.3 million
for 1997 and 1996, respectively.                                

        At December 31, 1997 and 1996, problem mortgage loans on real estate had
        amortized  costs of $11.0  million and $7.9 million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had amortized  costs of $109.4 million and $208.1 million,
respectively.                                                   

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
related provision for losses were as follows:                   

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            

                                                                                                            
Impaired mortgage loans with provision for losses......................  $       101.8      $        83.5   
Impaired mortgage loans without provision for losses...................             .2               15.0   
                                                                        ----------------   -----------------
Recorded investment in impaired mortgages..............................          102.0               98.5   
Provision for losses...................................................          (27.3)              (8.8)  
                                                                        ----------------   -----------------
Net Impaired Mortgage Loans............................................  $        74.7      $        89.7   
                                                                        ================   =================

        During  1997,  1996  and  1995,  the  discontinued  operations'  average
        recorded investment in impaired mortgage loans was $89.2 million, $134.8
        million and $177.4 million, respectively.  Interest income recognized on
        these impaired  mortgage  loans totaled $6.6 million,  $10.1 million and
        $4.5 million ($5.3 million, $7.5 million and $.4 million recognized on a
cash basis) for 1997, 1996 and 1995, respectively.              

        At December  31, 1997 and 1996,  discontinued  operations  had  carrying
        values of $156.2  million  and  $263.0  million,  respectively,  of real
estate acquired in satisfaction of debt.                        

8)      SHORT-TERM AND LONG-TERM DEBT                                           

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

                                                        [Enlarge/Download Table]


                                                                                  December 31,              
                                                                      --------------------------------------
                                                                            1997                 1996       
                                                                      -----------------    -----------------
                                                                                  (In Millions)             
                                                                                                            
Short-term debt......................................................  $      422.2         $      174.1    
                                                                      -----------------    -----------------
Long-term debt:                                                                                             
Equitable Life:                                                                                             
  6.95% surplus notes scheduled to mature 2005.......................         399.4                399.4    
  7.70% surplus notes scheduled to mature 2015.......................         199.7                199.6    
  Other..............................................................            .3                   .5    
                                                                      -----------------    -----------------
      Total Equitable Life...........................................         599.4                599.5    
                                                                      -----------------    -----------------
Wholly Owned and Joint Venture Real Estate:                                                                 
  Mortgage notes, 5.87% - 12.00% due through 2006....................         951.1                968.6    
                                                                      -----------------    -----------------
Alliance:                                                                                                   
  Other..............................................................          18.5                 24.7    
                                                                      -----------------    -----------------
Total long-term debt.................................................       1,569.0              1,592.8    
                                                                      -----------------    -----------------

Total Short-term and Long-term Debt..................................  $    1,991.2         $    1,766.9    
                                                                      =================    =================

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Short-term Debt                                                 

        Equitable  Life has a $350.0 million bank credit  facility  available to
        fund  short-term  working capital needs and to facilitate the securities
        settlement  process.  The  credit  facility  consists  of two  types  of
        borrowing  options with varying interest rates and expires in June 2000.
        The interest rates are based on external  indices  dependent on the type
        of borrowing  and at December 31, 1997 range from 5.88% to 8.50%.  There
        were no  borrowings  outstanding  under  this bank  credit  facility  at
December 31, 1997.                                              

        Equitable  Life has a  commercial  paper  program with an issue limit of
        $500.0 million. This program is available for general corporate purposes
        used to support  Equitable  Life's  liquidity  needs and is supported by
        Equitable  Life's  existing  $350.0  million  bank credit  facility.  At
    December 31, 1997, $50.0 million was outstanding under this program.

        During 1996,  Alliance entered into a $250.0 million five-year revolving
        credit facility with a group of banks. Under the facility,  the interest
        rate, at the option of Alliance, is a floating rate generally based upon
        a defined  prime rate,  a rate related to the London  Interbank  Offered
        Rate  ("LIBOR") or the Federal  funds rate. A facility fee is payable on
        the  total  facility.  The  revolving  credit  facility  will be used to
        provide back-up liquidity for Alliance's $250.0 million commercial paper
        program, to fund commission payments to financial intermediaries for the
        sale of Class B and C shares under Alliance's  mutual fund  distribution
        system, and for general working capital purposes.  At December 31, 1997,
        Alliance had $72.0 million in  commercial  paper  outstanding  and there
were no borrowings under the revolving credit facility.         

Long-term Debt                                                  

        Several of the long-term  debt  agreements  have  restrictive  covenants
        related  to the total  amount of debt,  net  tangible  assets  and other
matters. The Company is in compliance with all debt covenants.  

        On December 18, 1995,  Equitable Life issued, in accordance with Section
        1307 of the New York  Insurance  Law,  $400.0  million of surplus  notes
        having an interest rate of 6.95%  scheduled to mature in 2005 and $200.0
        million of surplus notes having an interest  rate of 7.70%  scheduled to
        mature  in 2015  (together,  the  "Surplus  Notes").  Proceeds  from the
        issuance  of the  Surplus  Notes  were  $596.6  million,  net of related
        issuance  costs.  Payments of interest on, or principal  of, the Surplus
Notes are subject to prior approval by the Superintendent.      

        The Company has pledged real estate, mortgage loans, cash and securities
        amounting to $1,164.0  million and $1,406.4 million at December 31, 1997
 and 1996, respectively, as collateral for certain long-term debt.

        At December 31, 1997,  aggregate  maturities of the long-term debt based
        on required  principal  payments at maturity for 1998 and the succeeding
        four  years are $565.8  million,  $201.4  million,  $8.6  million,  $1.7
      million and $1.8 million, respectively, and $790.6 million thereafter.

9)     FEDERAL INCOME TAXES                                                   

        A  summary  of the  Federal  income  tax  expense  in  the  consolidated
statements of earnings is shown below:                          

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Federal income tax expense (benefit):                                                                     
  Current..........................................  $       186.5      $       97.9      $      (11.7)   
  Deferred.........................................          (95.0)            (88.2)            132.2    
                                                    -----------------  ----------------  -----------------
Total..............................................  $        91.5      $        9.7      $      120.5    
                                                    =================  ================  =================

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        The Federal income taxes  attributable  to  consolidated  operations are
        different from the amounts determined by multiplying the earnings before
        Federal  income  taxes and  minority  interest by the  expected  Federal
        income  tax  rate of 35%.  The  sources  of the  difference  and the tax
effects of each are as follows:                                 

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Expected Federal income tax expense................  $       234.7      $       73.0      $      173.7    
Non-taxable minority interest......................          (38.0)            (28.6)            (22.0)   
Adjustment of tax audit reserves...................          (81.7)              6.9               4.1    
Equity in unconsolidated subsidiaries..............          (45.1)            (32.3)            (19.4)   
Other..............................................           21.6              (9.3)            (15.9)   
                                                    -----------------  ----------------  -----------------
Federal Income Tax Expense.........................  $        91.5      $        9.7      $      120.5    
                                                    =================  ================  =================

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

                                                        [Enlarge/Download Table]

                                               December 31, 1997                  December 31, 1996         
                                        ---------------------------------  ---------------------------------
                                            Assets         Liabilities         Assets         Liabilities   
                                        ---------------  ----------------  ---------------   ---------------
                                                                   (In Millions)                            

                                                                                                            
Compensation and related benefits......  $     257.9      $        -        $      259.2      $       -     
Other..................................         30.7               -                 -                1.8   
DAC, reserves and reinsurance..........          -               222.8               -              166.0   
Investments............................          -               405.7               -              328.6   
                                        ---------------  ----------------  ---------------   ---------------
Total..................................  $     288.6      $      628.5      $      259.2      $     496.4   
                                        ===============  ================  ===============   ===============

        The deferred Federal income taxes impacting  operations  reflect the net
        tax effects of temporary  differences  between the  carrying  amounts of
        assets and liabilities for financial  reporting purposes and the amounts
        used for income tax purposes. The sources of these temporary differences
and the tax effects of each are as follows:                     

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
DAC, reserves and reinsurance......................  $        46.2      $     (156.2)     $       63.3    
Investments........................................         (113.8)             78.6              13.0    
Compensation and related benefits..................            3.7              22.3              30.8    
Other..............................................          (31.1)            (32.9)             25.1    
                                                    -----------------  ----------------  -----------------
Deferred Federal Income Tax                                                                               
  (Benefit) Expense................................  $       (95.0)     $      (88.2)     $      132.2    
                                                    =================  ================  =================

        The Internal  Revenue Service (the "IRS") is in the process of examining
        the Company's consolidated Federal income tax returns for the years 1989
        through  1991.  Management  believes  these audits will have no material
adverse effect on the Company's results of operations.          

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10)     REINSURANCE AGREEMENTS                                                  

        The Insurance Group assumes and cedes  reinsurance  with other insurance
        companies.  The Insurance Group evaluates the financial condition of its
        reinsurers to minimize its exposure to significant losses from reinsurer
        insolvencies. Ceded reinsurance does not relieve the originating insurer
        of  liability.  The  effect of  reinsurance  (excluding  group  life and
health) is summarized as follows:                               

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Direct premiums....................................  $       448.6      $      461.4      $      474.2    
Reinsurance assumed................................          198.3             177.5             171.3    
Reinsurance ceded..................................          (45.4)            (41.3)            (38.7)   
                                                    -----------------  ----------------  -----------------
Premiums...........................................  $       601.5      $      597.6      $      606.8    
                                                    =================  ================  =================

Universal Life and Investment-type Product                                                                
  Policy Fee Income Ceded..........................  $        61.0      $       48.2      $       44.0    
                                                    =================  ================  =================
Policyholders' Benefits Ceded......................  $        70.6      $       54.1      $       48.9    
                                                    =================  ================  =================
Interest Credited to Policyholders' Account                                                               
  Balances Ceded...................................  $        36.4      $       32.3      $       28.5    
                                                    =================  ================  =================

        Effective  January 1, 1994, all in force business above $5.0 million was
        reinsured.   During  1996,  the  Company's   retention  limit  on  joint
        survivorship  policies was  increased to $15.0  million.  The  Insurance
        Group also reinsures the entire risk on certain substandard underwriting
risks as well as in certain other cases.                        

        The Insurance  Group cedes 100% of its group life and health business to
        a third party  insurance  company.  Premiums ceded totaled $1.6 million,
        $2.4 million and $260.6 million for 1997,  1996 and 1995,  respectively.
        Ceded death and disability benefits totaled $4.3 million,  $21.2 million
        and $188.1  million  for 1997,  1996 and 1995,  respectively.  Insurance
        liabilities  ceded totaled $593.8 million and $652.4 million at December
31, 1997 and 1996, respectively.                                

11)     EMPLOYEE BENEFIT PLANS                                                  

        The Company sponsors  qualified and non-qualified  defined benefit plans
        covering   substantially  all  employees  (including  certain  qualified
        part-time employees), managers and certain agents. The pension plans are
        non-contributory.  Equitable Life's benefits are based on a cash balance
        formula or years of service  and final  average  earnings,  if  greater,
        under certain grandfathering rules in the plans. Alliance's benefits are
        based on years of  credited  service,  average  final  base  salary  and
        primary social  security  benefits.  The Company's  funding policy is to
        make the minimum contribution required by the Employee Retirement Income
Security Act of 1974 ("ERISA").                                 

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

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Service cost.......................................  $        32.5      $       33.8      $       30.0    
Interest cost on projected benefit obligations.....          128.2             120.8             122.0    
Actual return on assets............................         (307.6)           (181.4)           (309.2)   
Net amortization and deferrals.....................          166.6              43.4             155.6    
                                                    -----------------  ----------------  -----------------
Net Periodic Pension Cost (Credit).................  $        19.7      $       16.6      $       (1.6)   
                                                    =================  ================  =================

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

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Actuarial present value of obligations:                                                                     
  Vested...............................................................  $    1,702.6       $    1,672.2    
  Non-vested...........................................................           3.9               10.1    
                                                                        ----------------   -----------------
Accumulated Benefit Obligation.........................................  $    1,706.5       $    1,682.3    
                                                                        ================   =================

Plan assets at fair value..............................................  $    1,867.4       $    1,626.0    
Projected benefit obligations..........................................       1,801.3            1,765.5    
                                                                        ----------------   -----------------
Projected benefit obligations (in excess of) or less than plan assets..          66.1             (139.5)   
Unrecognized prior service cost........................................          (9.9)             (17.9)   
Unrecognized net loss from past experience different                                                        
  from that assumed....................................................          95.0              280.0    
Unrecognized net asset at transition...................................           3.1                4.7    
Additional minimum liability...........................................           -                (19.3)   
                                                                        ----------------   -----------------
Prepaid  Pension Cost..................................................  $      154.3       $      108.0    
                                                                        ================   =================

        The  discount  rate and rate of increase in future  compensation  levels
        used in  determining  the actuarial  present value of projected  benefit
        obligations were 7.25% and 4.07%, respectively, at December 31, 1997 and
        7.5% and 4.25%,  respectively,  at December 31,  1996.  As of January 1,
        1997 and 1996,  the expected  long-term rate of return on assets for the
retirement plan was 10.25%.                                     

        The  Company  recorded,  as a  reduction  of  shareholders'  equity,  an
        additional minimum pension liability of $17.3 million and $12.9 million,
        net  of  Federal   income   taxes,   at  December  31,  1997  and  1996,
        respectively,  primarily  representing  the  excess  of the  accumulated
        benefit  obligation  of the  qualified  pension  plan  over the  accrued
liability.                                                      

        The  pension  plan's  assets  include   corporate  and  government  debt
        securities,  equity  securities,  equity real estate and shares of group
trusts managed by Alliance.                                     

        Prior to 1987, the qualified plan funded participants'  benefits through
        the purchase of non-participating annuity contracts from Equitable Life.
        Benefit payments under these contracts were approximately $33.2 million,
      $34.7 million and $36.4 million for 1997, 1996 and 1995, respectively.

        The  Company  provides  certain  medical  and  life  insurance  benefits
        (collectively,  "postretirement  benefits")  for  qualifying  employees,
        managers and agents  retiring from the Company (i) on or after attaining
        age 55 who  have at  least  10  years  of  service  or (ii) on or  after
        attaining  age 65 or (iii) whose jobs have been  abolished  and who have
        attained age 50 with 20 years of service.  The life  insurance  benefits
        are related to age and salary at retirement. The costs of postretirement
        benefits are  recognized in accordance  with the  provisions of SFAS No.
        106. The Company  continues to fund  postretirement  benefits costs on a
        pay-as-you-go  basis and,  for 1997,  1996 and 1995,  the  Company  made
        estimated  postretirement  benefits  payments  of $18.7  million,  $18.9
million and $31.1 million, respectively.                        

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        The  following  table  sets  forth the  postretirement  benefits  plan's
        status,  reconciled to amounts recognized in the Company's  consolidated
financial statements:                                           

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Service cost.......................................  $         4.5      $        5.3      $        4.0    
Interest cost on accumulated postretirement                                                               
  benefits obligation..............................           34.7              34.6              34.7    
Net amortization and deferrals.....................            1.9               2.4              (2.3)   
                                                    -----------------  ----------------  -----------------
Net Periodic Postretirement Benefits Costs.........  $        41.1      $       42.3      $       36.4    
                                                    =================  ================  =================

                                                        [Enlarge/Download Table]

                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Accumulated postretirement benefits obligation:                                                             
  Retirees.............................................................  $      388.5       $      381.8    
  Fully eligible active plan participants..............................          45.7               50.7    
  Other active plan participants.......................................          56.6               60.7    
                                                                        ----------------   -----------------
                                                                                490.8              493.2    
Unrecognized prior service cost........................................          40.3               50.5    
Unrecognized net loss from past experience different                                                        
  from that assumed and from changes in assumptions....................        (140.6)            (150.5)   
                                                                        ----------------   -----------------
Accrued Postretirement Benefits Cost...................................  $      390.5       $      393.2    
                                                                        ================   =================

        Since January 1, 1994,  costs to the Company for providing these medical
        benefits  available  to  retirees  under  age 65 are the  same as  those
        offered to active  employees and costs to the Company of providing these
        medical  benefits  will  be  limited  to  200%  of  1993  costs  for all
participants.                                                   

        The  assumed   health  care  cost  trend  rate  used  in  measuring  the
        accumulated  postretirement  benefits  obligation  was  8.75%  in  1997,
        gradually  declining  to 2.75% in the  year  2009 and in 1996 was  9.5%,
        gradually  declining to 3.5% in the year 2009. The discount rate used in
        determining the accumulated postretirement benefits obligation was 7.25%
and 7.50% at December 31, 1997 and 1996, respectively.          

        If the health care cost trend rate assumptions were increased by 1%, the
        accumulated  postretirement  benefits obligation as of December 31, 1997
        would be  increased  7%.  The  effect  of this  change on the sum of the
service cost and interest cost would be an increase of 8%.      

12)     DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS                     

Derivatives                                                     

        The Insurance Group primarily uses derivatives for asset/liability  risk
        management and for hedging individual securities. Derivatives mainly are
        utilized to reduce the  Insurance  Group's  exposure  to  interest  rate
        fluctuations.  Accounting for interest rate swap  transactions  is on an
        accrual   basis.   Gains  and  losses  related  to  interest  rate  swap
        transactions are amortized as yield  adjustments over the remaining life
        of the underlying  hedged  security.  Income and expense  resulting from
        interest rate swap  activities are reflected in net  investment  income.
        The  notional  amount of  matched  interest  rate swaps  outstanding  at
        December  31,  1997 and 1996,  respectively,  was  $1,353.4  million and
        $649.9 million.  The average unexpired terms at December 31, 1997 ranged
        from 1.5 to 3.8 years.  At December  31, 1997,  the cost of  terminating
        outstanding  matched  swaps in a loss position was $10.9 million and the
        unrealized  gain on  outstanding  matched  swaps in a gain  position was
        $38.9  million.  The  Company  has no  intention  of  terminating  these
        contracts  prior to  maturity.  During  1996 and 1995,  net gains of $.2
        million and $1.4 million, respectively, were recorded in connection with
        interest rate swap activity.  Equitable Life has implemented an interest
        rate cap program designed to hedge crediting rates on interest-sensitive
    individual annuities contracts. The outstanding notional  amounts at

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        December 31, 1997 of contracts  purchased and sold were $7,250.0 million
        and $875.0 million, respectively. The net premium paid by Equitable Life
        on these contracts was $48.5 million and is being amortized ratably over
        the  contract  periods  ranging  from 1 to 5 years.  Income and  expense
        resulting  from this program are  reflected as an adjustment to interest
credited to policyholders' account balances.                    

        Substantially  all of DLJ's  activities  related to derivatives  are, by
        their nature trading  activities  which are primarily for the purpose of
        customer accommodations.  DLJ enters into certain contractual agreements
        referred to as derivatives or  off-balance-sheet  financial  instruments
        involving  futures,  forwards and options.  DLJ's derivative  activities
        consist of writing  over-the-counter  ("OTC") options to accommodate its
        customer  needs,  trading in forward  contracts in U.S.  government  and
        agency  issued or  guaranteed  securities  and in futures  contracts  on
        equity-based  indices,  interest rate  instruments  and  currencies  and
        issuing   structured   products  based  on  emerging  market   financial
        instruments  and  indices.  DLJ's  involvement  in  swap  contracts  and
commodity derivative instruments is not significant.            

Fair Value of Financial Instruments                             

        The Company  defines  fair value as the quoted  market  prices for those
        instruments  that are  actively  traded in financial  markets.  In cases
        where quoted market prices are not available,  fair values are estimated
        using  present  value  or other  valuation  techniques.  The fair  value
        estimates  are made at a  specific  point in  time,  based on  available
        market  information  and  judgments  about  the  financial   instrument,
        including  estimates  of the timing and amount of  expected  future cash
        flows and the credit standing of  counterparties.  Such estimates do not
        reflect any premium or discount that could result from offering for sale
        at one time the  Company's  entire  holdings of a  particular  financial
        instrument,  nor do they consider the tax impact of the  realization  of
        unrealized  gains or losses.  In many  cases,  the fair value  estimates
        cannot be  substantiated by comparison to independent  markets,  nor can
        the  disclosed  value  be  realized  in  immediate   settlement  of  the
instrument.                                                     

        Certain  financial  instruments  are  excluded,  particularly  insurance
        liabilities  other than financial  guarantees and investment  contracts.
        Fair market  value of  off-balance-sheet  financial  instruments  of the
Insurance Group was not material at December 31, 1997 and 1996. 

        Fair  values  for  mortgage  loans  on  real  estate  are  estimated  by
        discounting  future contractual cash flows using interest rates at which
        loans with similar  characteristics  and credit  quality  would be made.
        Fair values for foreclosed mortgage loans and problem mortgage loans are
        limited to the  estimated  fair value of the  underlying  collateral  if
lower.                                                          

        Fair values of policy loans are estimated by discounting  the face value
        of the  loans  from the time of the next  interest  rate  review  to the
        present,  at a rate equal to the excess of the current  estimated market
rates over the current interest rate charged on the loan.       

        The estimated fair values for the Company's  association plan contracts,
        supplementary contracts not involving life contingencies  ("SCNILC") and
        annuities  certain,   which  are  included  in  policyholders'   account
        balances,   and  guaranteed   interest  contracts  are  estimated  using
        projected cash flows  discounted at rates  reflecting  expected  current
offering rates.                                                 

        The  estimated  fair values for variable  deferred  annuities and single
        premium   deferred   annuities   ("SPDA"),   which   are   included   in
        policyholders'  account  balances,  are  estimated  by  discounting  the
        account  value back from the time of the next  crediting  rate review to
        the present,  at a rate equal to the excess of current  estimated market
rates offered on new policies over the current crediting rates. 

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        Fair values for long-term  debt is  determined  using  published  market
        values, where available,  or contractual cash flows discounted at market
        interest rates. The estimated fair values for non-recourse mortgage debt
        are  determined by  discounting  contractual  cash flows at a rate which
        takes  into  account  the level of  current  market  interest  rates and
        collateral  risk. The estimated  fair values for recourse  mortgage debt
        are  determined by  discounting  contractual  cash flows at a rate based
        upon  current  interest  rates of other  companies  with credit  ratings
        similar to the  Company.  The  Company's  carrying  value of  short-term
borrowings approximates their estimated fair value.             

        The following  table  discloses  carrying value and estimated fair value
      for financial instruments not otherwise disclosed in Notes 3, 6 and 7:

                                                        [Enlarge/Download Table]

                                                                   December 31,                             
                                        --------------------------------------------------------------------
                                                      1997                               1996               
                                        ---------------------------------  ---------------------------------
                                           Carrying         Estimated         Carrying         Estimated    
                                            Value          Fair Value          Value           Fair Value   
                                        ---------------  ----------------  ---------------   ---------------
                                                                   (In Millions)                            

                                                                                                            
Consolidated Financial Instruments:                                                                         
Mortgage loans on real estate..........  $    2,611.4     $     2,822.8     $     3,133.0     $    3,394.6  
Other limited partnership interests....         509.4             509.4             467.0            467.0  
Policy loans...........................       2,422.9           2,493.9           2,196.1          2,221.6  
Policyholders' account balances -                                                                           
  investment contracts.................      12,611.0          12,714.0          12,908.7         12,992.2  
Long-term debt.........................       1,569.0           1,531.5           1,592.8          1,557.7  

Closed Block Financial Instruments:                                                                         
Mortgage loans on real estate..........       1,341.6           1,420.7           1,380.7          1,425.6  
Other equity investments...............          86.3              86.3             105.0            105.0  
Policy loans...........................       1,700.2           1,784.2           1,765.9          1,798.0  
SCNILC liability.......................          27.6              30.3              30.6             34.9  

Discontinued Operations Financial                                                                           
Instruments:                                                                                                
Mortgage loans on real estate..........         655.5             779.9           1,111.1          1,220.3  
Fixed maturities.......................          38.7              38.7              42.5             42.5  
Other equity investments...............         209.3             209.3             300.5            300.5  
Guaranteed interest contracts..........          37.0              34.0             290.7            300.5  
Long-term debt.........................         102.0             102.1             102.1            102.2  

13)     COMMITMENTS AND CONTINGENT LIABILITIES                                  

        The Company  has  provided,  from time to time,  certain  guarantees  or
        commitments  to  affiliates,  investors and others.  These  arrangements
        include commitments by the Company,  under certain  conditions:  to make
        capital  contributions of up to $202.6 million to affiliated real estate
        joint  ventures;  and to provide  equity  financing  to certain  limited
        partnerships of $362.1 million at December 31, 1997, under existing loan
or loan commitment agreements.                                  

        Equitable  Life  is the  obligor  under  certain  structured  settlement
        agreements  which  it  had  entered  into  with  unaffiliated  insurance
        companies  and  beneficiaries.  To satisfy its  obligations  under these
        agreements,  Equitable  Life owns  single  premium  annuities  issued by
        previously wholly owned life insurance subsidiaries.  Equitable Life has
        directed  payment  under  these  annuities  to be made  directly  to the
        beneficiaries under the structured settlement  agreements.  A contingent
        liability exists with respect to these agreements  should the previously
        wholly  owned   subsidiaries  be  unable  to  meet  their   obligations.
        Management  believes the satisfaction of those  obligations by Equitable
Life is remote.                                                 

        The Insurance  Group had $47.4 million of letters of credit  outstanding
at December 31, 1997.                                           

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14)     LITIGATION                                                              

        Equitable  Life recently  agreed to settle,  subject to court  approval,
        previously  disclosed  cases brought by persons  insured under  Lifetime
        Guaranteed   Renewable  Major  Medical  Insurance   Policies  issued  by
        Equitable  Life  (the  "Policies")  in New York  (Golomb  et al.  v. The
        Equitable Life  Assurance  Society of the United  States),  Pennsylvania
        (Malvin et al. v. The  Equitable  Life  Assurance  Society of the United
        States), Texas (Bowler et al. v. The Equitable Life Assurance Society of
        the United  States),  Florida  (Bachman v. The Equitable  Life Assurance
        Society of the United States) and California  (Fletcher v. The Equitable
        Life Assurance Society of the United States).  Plaintiffs in these cases
        claimed that Equitable Life's method for determining  premium  increases
        breached   the  terms  of  certain   forms  of  the   Policies  and  was
        misrepresented.  Plaintiffs  in Bowler and  Fletcher  also  claimed that
        Equitable Life  misrepresented to policyholders in Texas and California,
        respectively,  that  premium  increases  had been  approved by insurance
        departments  in those states and  determined  annual rate increases in a
        manner  that  discriminated  against  policyholders  in those  states in
        violation of the terms of the Policies, representations to policyholders
        and/or state law. The New York trial court  dismissed  the Golomb action
        with  prejudice  and  plaintiffs  appealed.   In  Bowler  and  Fletcher,
        Equitable  Life denied the material  allegations  of the  complaints and
        filed motions for summary  judgment which have been fully  briefed.  The
        Malvin action was stayed indefinitely pending the outcome of proceedings
        in Golomb and in Fletcher the magistrate  concluded that the case should
        be remanded to California  state court and Equitable  Life appealed that
        determination  to the district  judge.  On December 23, 1997,  Equitable
        Life  entered into a settlement  agreement,  subject to court  approval,
        which would result in the dismissal  with  prejudice of each of the five
        pending actions and the resolution of all similar claims on a nationwide
basis.                                                          

        The settlement agreement provides for the creation of a nationwide class
        consisting of all persons holding,  and paying premiums on, the Policies
        at any time since January 1, 1988. An amended complaint will be filed in
        the federal  district court in Tampa,  Florida (where the Florida action
        is pending), that would assert claims of the kind previously made in the
        cases described above on a nationwide  basis, on behalf of policyholders
        in the nationwide class, which consists of approximately  127,000 former
        and current policyholders. If the settlement is approved, Equitable Life
        would pay  $14,166,000  in  exchange  for release of all claims for past
        damages on claims of the type described in the five pending  actions and
        the amended  complaint.  Costs of  administering  the settlement and any
        attorneys'  fees awarded by the court to  plaintiffs'  counsel  would be
        deducted from this fund before distribution of the balance to the class.
        In addition to this payment,  Equitable  Life will provide future relief
        to current  holders of certain  forms of the  Policies in the form of an
        agreement  to be  embodied  in the  court's  judgment,  restricting  the
        premium  increases  Equitable  Life can seek on  these  Policies  in the
        future.  The parties estimate the present value of these restrictions at
        $23,333,000, before deduction of any attorneys' fees that may be awarded
        by the court.  The estimate is based on assumptions  about future events
        that cannot be predicted with certainty and accordingly the actual value
        of the future relief may differ.  The parties to the settlement  shortly
        will be asking the court to approve  preliminarily  the  settlement  and
        settlement class and to permit  distribution of notice of the settlement
        to policyholders, establish procedures for objections, an opportunity to
        opt out of the  settlements  as it  affects  past  damages,  and a court
        hearing on whether the settlement should be finally approved.  Equitable
        Life cannot predict whether the settlement will be approved or, if it is
        not  approved,  the  outcome  of  the  pending  litigations.  As  noted,
        proceedings in Malvin were stayed indefinitely; proceedings in the other
        actions  have been  stayed or  deferred to  accommodate  the  settlement
approval process.                                               

        A number of lawsuits have been filed against life and health insurers in
        the  jurisdictions  in  which  Equitable  Life and its  subsidiaries  do
        business involving insurers' sales practices,  alleged agent misconduct,
        alleged failure to properly supervise agents, and other matters. Some of
        the lawsuits have resulted in the award of substantial judgments against
        other insurers,  including  material amounts of punitive damages,  or in
        substantial  settlements.   In  some  states,  juries  have  substantial
        discretion  in awarding  punitive  damages.  Equitable  Life,  Equitable
        Variable  Life  Insurance  Company  ("EVLICO,"  which  was  merged  into
        Equitable Life effective January 1, 1997, but whose existence  continues
        for certain limited  purposes,  including the defense of litigation) and
        The  Equitable of  Colorado,  Inc.  ("EOC"),  like other life and health
        insurers,  from  time to time are  involved  in such  litigation.  Among
        litigations  pending against  Equitable Life, EVLICO and EOC of the type
        referred  to in this  paragraph  are the  litigations  described  in the
following seven paragraphs.                                     

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        An action was instituted on April 6, 1995 against Equitable Life and its
        wholly owned subsidiary,  EOC, in New York state court,  entitled Sidney
        C. Cole, et al. v. The Equitable  Life  Assurance  Society of the United
        States and The Equitable of Colorado,  Inc. The action is brought by the
        holders of a joint  survivorship  whole life policy  issued by EOC.  The
        action purports to be on behalf of a class consisting of all persons who
        from January 1, 1984 purchased life insurance policies sold by Equitable
        Life and EOC based upon allegedly uniform sales presentations and policy
        illustrations.  The  complaint  puts  in  issue  various  alleged  sales
        practices that plaintiffs assert, among other things, misrepresented the
        stated  number of years that the annual  premium  would need to be paid.
        Plaintiffs  seek  damages  in an  unspecified  amount,  imposition  of a
        constructive  trust,  and  seek to  enjoin  Equitable  Life and EOC from
        engaging in the  challenged  sales  practices.  In June 1996,  the Court
        issued a decision and order dismissing with prejudice plaintiffs' causes
        of action for  fraud,  constructive  fraud,  breach of  fiduciary  duty,
        negligence,  and unjust  enrichment,  and dismissing  without  prejudice
        plaintiffs' cause of action under the New York State consumer protection
        statute.  The only remaining causes of action are for breach of contract
        and negligent  misrepresentation.  In April 1997,  plaintiffs noticed an
        appeal from the court's June 1996 order.  Subsequently,  Equitable  Life
        and EOC noticed a cross-appeal  from so much of the June 1996 order that
        denied their motion to dismiss.  Briefing on the appeals is scheduled to
        begin on  February  23,  1998.  In June  1997,  plaintiffs  filed  their
        memorandum  of law and  affidavits  in support of their motion for class
        certification.  That memorandum states that plaintiffs seek to certify a
        class  solely  on their  breach  of  contract  claims,  and not on their
        negligent   misrepresentation  claim.  Plaintiffs'  class  certification
        motion  has been fully  briefed by the  parties  and is sub  judice.  In
        August  1997,   Equitable  Life  and  EOC  moved  for  summary  judgment
        dismissing  plaintiffs'  remaining  claims  of breach  of  contract  and
        negligent  misrepresentation.  Defendants'  summary  judgment motion has
        been fully briefed by the parties. On January 5, 1998,  plaintiffs filed
a note of issue (placing the case on the trial calendar).       

        On May 21,  1996,  an  action  entitled  Elton  F.  Duncan,  III v.  The
        Equitable  Life  Assurance  Society of the United  States was  commenced
        against  Equitable  Life in the Civil  District  Court for the Parish of
        Orleans,  State of Louisiana.  The action  originally  was brought by an
        individual  who  purchased a whole life policy  from  Equitable  Life in
        1989.  In September  1997,  with leave of the court,  plaintiff  filed a
        second amended  petition naming six additional  policyholder  plaintiffs
        and  three  new  sales  agent  defendants.  The  sole  named  individual
        defendant in the  original  petition is also named as a defendant in the
        second  amended  petition.  Plaintiffs  purport  to  represent  a  class
        consisting  of all persons who  purchased  whole life or universal  life
        insurance policies from Equitable Life from January 1, 1981 through July
        22,  1992.   Plaintiffs   allege   improper  sales  practices  based  on
        allegations  of  misrepresentations   concerning  one  or  more  of  the
        following:  the number of years that  premiums  would need to be paid; a
        policy's suitability as an investment vehicle; and the extent to which a
        policy  was  a  proper  replacement  policy.  Plaintiffs  seek  damages,
        including punitive damages,  in an unspecified  amount. In October 1997,
        Equitable  Life filed (i)  exceptions  to the second  amended  petition,
        asserting  deficiencies  in pleading of venue and vagueness;  and (ii) a
        motion to strike  certain  allegations.  On January 23, 1998,  the court
        heard  argument on  Equitable  Life's  exceptions  and motion to strike.
        Those  motions  are sub  judice.  Motion  practice  regarding  discovery
continues.                                                      

        On July 26,  1996,  an action  entitled  Michael  Bradley  v.  Equitable
        Variable Life  Insurance  Company was commenced in New York state court,
        Kings  County.  The action is  brought by the holder of a variable  life
        insurance policy issued by EVLICO. The plaintiff purports to represent a
        class  consisting  of all persons or entities who  purchased one or more
        life  insurance  policies  issued by EVLICO  from  January 1, 1980.  The
        complaint  puts at issue  various  alleged  sales  practices and alleges
        misrepresentations  concerning  the  extent  to which the  policy  was a
        proper  replacement  policy  and the  number  of years  that the  annual
        premium  would  need to be  paid.  Plaintiff  seeks  damages,  including
        punitive  damages,  in an unspecified  amount and also seeks  injunctive
        relief  prohibiting  EVLICO from canceling  policies for failure to make
        premium  payments  beyond the  alleged  stated  number of years that the
        annual  premium would need to be paid.  EVLICO  answered the  complaint,
        denying the material  allegations.  In September  1996,  Equitable Life,
        EVLICO  and EOC made a motion to have this  proceeding  moved from Kings
        County Supreme Court to New York County for joint trial or consolidation
        with the Cole  action.  The  motion  was  denied by the Court in Cole in
        January 1997.  Plaintiff  then moved for  certification  of a nationwide
        class  consisting of all persons or entities who, since January 1, 1980,
        were   sold   one   or   more   life   insurance   products   based   on
        misrepresentations  as to the number of years  that the  annual  premium
        would need to be paid,  and/or who were  allegedly  induced to  purchase
        additional  policies  from EVLICO  using the cash value  accumulated  in
        existing  policies.  Defendants have opposed this motion.  Discovery and
        briefing  regarding  plaintiff's  motion  for  class  certification  are
ongoing.                                                        

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        On  December  12,  1996,  an action  entitled  Robert  E.  Dillon v. The
        Equitable Life Assurance  Society of the United States and The Equitable
        of Colorado,  was commenced in the United States  District Court for the
        Southern District of Florida. The action is brought by an individual who
        purchased a joint whole life policy from EOC in 1988. The complaint puts
        in issue various alleged sales practices and alleges  misrepresentations
        concerning the alleged  impropriety of  replacement  policies  issued by
        Equitable  Life and EOC and  alleged  misrepresentations  regarding  the
        number  of  years  premiums  would  have to be  paid on the  defendants'
        policies.  Plaintiff  alleges  claims  for  breach of  contract,  fraud,
        negligent  misrepresentation,  money had and received, unjust enrichment
        and imposition of a constructive trust.  Plaintiff purports to represent
        two classes of persons.  The first is a "contract class,"  consisting of
        all persons who purchased  whole or universal  life  insurance  policies
        from  Equitable  Life and EOC and from whom  Equitable Life and EOC have
        sought additional payments beyond the number of years allegedly promised
        by Equitable Life and EOC. The second is a "fraud class,"  consisting of
        all persons with an interest in policies  issued by  Equitable  Life and
        EOC at any time since  October 1, 1986.  Plaintiff  seeks  damages in an
        unspecified amount, and also seeks injunctive relief attaching Equitable
        Life's and EOC's  profits from their  alleged  sales  practices.  In May
        1997, plaintiff served a motion for class  certification.  In July 1997,
        the parties  submitted  to the Court a joint  scheduling  report,  joint
        scheduling order and a confidentiality  stipulation and order. The Court
        signed the latter stipulation, and the others remain sub judice. Further
        briefing on plaintiff's class certification motion will await entry of a
        scheduling order and further class  certification  discovery,  which has
        commenced and is on-going.  In January 1998,  the judge  assigned to the
        case recused  himself,  and the case was  reassigned.  Defendants are to
serve their answer in February 1998.                            

        On January 3, 1996, an amended complaint was filed in an action entitled
        Frank Franze Jr. and George  Busher,  individually  and on behalf of all
        others similarly situated v. The Equitable Life Assurance Society of the
        United  States,  and Equitable  Variable  Life  Insurance  Company,  No.
        94-2036 in the United States District Court for the Southern District of
        Florida.  The  action  was  brought  by two  individuals  who  purchased
        variable life insurance policies.  The plaintiffs purport to represent a
        nationwide class  consisting of all persons who purchased  variable life
        insurance  policies from Equitable  Life and EVLICO since  September 30,
        1991. The amended  complaint  alleges that Equitable Life's and EVLICO's
        agents were  trained not to disclose  fully that the product  being sold
        was  life  insurance.   Plaintiffs  allege  violations  of  the  Federal
        securities  laws and seek  rescission of the  contracts or  compensatory
        damages and attorneys' fees and expenses. Equitable Life and EVLICO have
        answered the amended  complaint,  denying the material  allegations  and
        asserting  certain  affirmative  defenses.   Motion  practice  regarding
discovery continues.                                            

        On January 9, 1997, an action entitled Rosemarie Chaviano,  individually
        and on behalf of all others  similarly  situated v. The  Equitable  Life
        Assurance  Society of the United  States,  and  Equitable  Variable Life
        Insurance Company,  was filed in Massachusetts state court making claims
        similar to those in the Franze  action and  alleging  violations  of the
        Massachusetts  securities laws. The plaintiff  purports to represent all
        persons in Massachusetts who purchased variable life insurance contracts
        from Equitable Life and EVLICO from January 9, 1993 to the present.  The
        Massachusetts  action seeks  rescission of the contracts or compensatory
        damages,  attorneys'  fees,  expenses and injunctive  relief.  Plaintiff
        filed an amended  complaint in April 1997. In July 1997,  Equitable Life
        served a motion to dismiss the amended complaint or, in the alternative,
        for summary judgment.  On September 12, 1997,  plaintiff moved for class
        certification.  This motion is  scheduled  for  hearing on February  18,
1998.                                                           

        On September 11, 1997, an action entitled Pamela L. and James A. Luther,
        individually and as  representatives of all people similarly situated v.
        The Equitable Life Assurance Society of the United States, The Equitable
        Companies Incorporated, and Casey Cammack, individually and as agent for
        The  Equitable  Life  Assurance  Society  of the  United  States and The
        Equitable  Companies  Incorporated,  was filed in Texas state court. The
        action was brought by holders of a whole life policy and the beneficiary
        under that policy. Plaintiffs purport to represent a nationwide class of
        persons  having  an  ownership  or  beneficial  interest  in  whole  and
        universal  life policies  issued by Equitable  Life from January 1, 1982
        through  December 31, 1996.  Also  included in the  purported  class are
        persons  having an ownership  interest in variable  annuities  purchased
        from Equitable  Life from January 1, 1992 to the present.  The complaint
        puts  in  issue  the  allegations  that  uniform  sales   presentations,
        illustrations,   and   materials   that   Equitable   Life  agents  used
        misrepresented the stated number of years that premiums would need to be
      paid and misrepresented the extent to which the policies at issue were

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        proper  replacement  policies.  Plaintiffs  seek  compensatory  damages,
        attorneys' fees and expenses.  In October 1997,  Equitable Life served a
        general denial of the allegations  against it. The same day, the Holding
        Company entered a special appearance contesting the court's jurisdiction
        over it. In November  1997,  Equitable  Life filed a plea in  abatement,
        which,  under Texas law, stayed further  proceedings in the case because
        plaintiffs  had not served a demand letter.  Plaintiffs  served a demand
        letter upon  Equitable  Life and the Holding  Company,  the  response to
        which is due 60 days  thereafter.  Although  the  outcome of  litigation
        cannot be predicted with certainty,  particularly in the early stages of
        an  action,  the  Company's   management   believes  that  the  ultimate
        resolution of the Cole, Duncan,  Bradley,  Dillon, Franze,  Chaviano and
        Luther  litigations  should  not have a material  adverse  effect on the
        financial position of the Company.  The Company's management cannot make
        an  estimate  of  loss,  if any,  or  predict  whether  or not any  such
        litigation will have a material adverse effect on the Company's  results
of operations in any particular period.                         

        On September 12, 1997, the United States District Court for the Northern
        District  of Alabama,  Southern  Division,  entered an order  certifying
        James  Brown  as the  representative  of a class  consisting  of  "[a]ll
        African-Americans  who applied but were not hired for, were  discouraged
        from applying for, or would have applied for the position of Sales Agent
        in the absence of the discriminatory practices, and/or procedures in the
        [former]  Southern  Region  of The  Equitable  from May 16,  1987 to the
        present." The second amended  complaint in James W. Brown,  on behalf of
        others similarly situated v. The Equitable Life Assurance Society of the
        United  States,   alleges,  among  other  things,  that  Equitable  Life
        discriminated on the basis of race against  African-American  applicants
        and  potential   applicants  in  hiring  individuals  as  sales  agents.
        Plaintiffs  seek a  declaratory  judgment and  affirmative  and negative
        injunctive relief, including the payment of back-pay,  pension and other
        compensation. Although the outcome of any litigation cannot be predicted
        with  certainty,  the  Company's  management  believes that the ultimate
        resolution of this matter should not have a material  adverse  effect on
        the financial position of the Company.  The Company's  management cannot
        make an estimate of loss, if any, or predict  whether or not such matter
        will  have a  material  adverse  effect  on  the  Company's  results  of
operations in any particular period.                            

        The U.S.  Department of Labor ("DOL") is conducting an  investigation of
        Equitable Life's  management of the Prime Property Fund ("PPF").  PPF is
        an open-end,  commingled real estate separate  account of Equitable Life
        for pension clients.  Equitable Life serves as investment manager in PPF
        and retains  EREIM as advisor.  Equitable  Life agreed to indemnify  the
        purchaser of EREIM (which Equitable Life sold in June 1997) with respect
        to any fines,  penalties and rebates to clients in connection  with this
        investigation. In early 1995, the DOL commenced a national investigation
        of commingled real estate funds with pension  investors,  including PPF.
        The  investigation  appears to be focused  principally  on appraisal and
        valuation  procedures  in respect of fund  properties.  The most  recent
        request from the DOL seems to reflect,  at least in part, an interest in
        the relationship  between the valuations for those properties  reflected
        in  appraisals  prepared  for local  property  tax  proceedings  and the
        valuations used by PPF for other  purposes.  At no time has the DOL made
        any  specific   allegation  that  Equitable  Life  or  EREIM  has  acted
        improperly and Equitable Life and EREIM believe that any such allegation
        would be without  foundation.  While the  outcome of this  investigation
        cannot be predicted with certainty,  the Company's  management  believes
        that the ultimate  resolution  of this matter should not have a material
        adverse effect on the financial  position of the Company.  The Company's
        management  cannot make an estimate of loss, if any, or predict  whether
        or not this  investigation  will have a material  adverse  effect on the
Company's results of operations in any particular period.       

        On July 25, 1995, a Consolidated and Supplemental Class Action Complaint
        ("Complaint")  was filed  against  Alliance  North  American  Government
        Income Trust,  Inc. (the "Fund"),  Alliance and certain other defendants
        affiliated  with  Alliance,  including  the  Holding  Company,  alleging
        violations  of Federal  securities  laws,  fraud and breach of fiduciary
        duty in connection with the Fund's  investments in Mexican and Argentine
        securities.  The Complaint,  which sought  certification  of a plaintiff
        class of persons  who  purchased  or owned Class A, B or C shares of the
        Fund  from  March  27,  1992  through  December  23,  1994,   sought  an
        unspecified  amount of  damages,  costs,  attorneys'  fees and  punitive
        damages.  The principal  allegations  are that the Fund  purchased  debt
        securities  issued by the Mexican and Argentine  governments  in amounts
        that were not  permitted by the Fund's  investment  objective,  and that
        there was no  shareholder  vote to change the  investment  objective  to
        permit purchases in such amounts. The Complaint further alleged that the
        decline in the value of the Mexican and Argentine securities held by the
        Fund  caused the Fund's net asset value to decline to the  detriment  of
        the Fund's  shareholders.  On  September  26,  1996,  the United  States
District Court for the Southern District of                     

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        New York  granted  the  defendants'  motion to dismiss all counts of the
        Complaint ("First  Decision").  On October 11, 1996,  plaintiffs filed a
        motion for reconsideration of the First Decision.  On November 25, 1996,
        the court denied  plaintiffs'  motion for  reconsideration  of the First
        Decision.  On October 29, 1997,  the United  States Court of Appeals for
        the Second Circuit issued an order granting defendants' motion to strike
        and dismissing  plaintiffs' appeal of the First Decision. On October 29,
        1996,  plaintiffs filed a motion for leave to file an amended complaint.
        The principal allegations of the proposed amended complaint are that (i)
        the Fund  failed to hedge  against  the risks of  investing  in  foreign
        securities  despite  representations  that it would do so, (ii) the Fund
        did not properly  disclose that it planned to invest in  mortgage-backed
        derivative  securities  and  (iii) two  advertisements  used by the Fund
        misrepresented the risks of investing in the Fund. On July 15, 1997, the
        District  Court denied  plaintiffs'  motion for leave to file an amended
        complaint  and ordered that the case be dismissed  ("Second  Decision").
        The  plaintiffs  have appealed the Second  Decision to the United States
        Court of Appeals for the Second Circuit.  While the ultimate  outcome of
        this matter cannot be  determined  at this time,  management of Alliance
        does  not  expect  that  it  will  have a  material  adverse  effect  on
Alliance's results of operations or financial condition.        

        On January 26, 1996, a purported purchaser of certain notes and warrants
        to  purchase  shares  of  common  stock of  Rickel  Home  Centers,  Inc.
        ("Rickel") filed a class action complaint  against  Donaldson,  Lufkin &
        Jenrette Securities  Corporation  ("DLJSC") and certain other defendants
        for unspecified  compensatory and punitive damages in the U. S. District
        Court for the  Southern  District  of New York.  The suit was brought on
        behalf of the  purchasers  of 126,457 units  consisting of  $126,457,000
        aggregate  principal amount of 13 1/2% senior notes due 2001 and 126,457
        warrants to purchase  shares of common stock of Rickel  issued by Rickel
        in October 1994. The complaint alleges  violations of federal securities
        laws and common law fraud against DLJSC, as the underwriter of the units
        and as an owner of 7.3% of the  common  stock of Rickel,  Eos  Partners,
        L.P., and General Electric Capital Corporation,  each as owners of 44.2%
        of the common stock of Rickel,  and members of the board of directors of
        Rickel, including a DLJSC managing director. The complaint seeks to hold
        DLJSC liable for alleged  misstatements  and omissions  contained in the
        prospectus  and  registration  statement  filed in  connection  with the
        offering of the units,  alleging that the  defendants  knew of financial
        losses  and a  decline  in value of Rickel  in the  months  prior to the
        offering and did not  disclose  such  information.  The  complaint  also
        alleges that Rickel failed to pay its semi-annual  interest  payment due
        on the units on December  15,  1995,  and that Rickel  filed a voluntary
        petition  for  reorganization  pursuant to Chapter 11 of the  Bankruptcy
        Code on January 10,  1996.  DLJSC  intends to defend  itself  vigorously
        against all of the  allegations  contained  in the  complaint.  Although
        there can be no assurance, DLJ does not believe that the outcome of this
        litigation  will  have  a  material  adverse  effect  on  its  financial
        condition.  Due to the  early  stage  of this  litigation,  based on the
        information  currently  available to it, DLJ's management cannot make an
        estimate of loss, if any, or predict whether or not such litigation will
        have a material  adverse  effect on DLJ's  results of  operations in any
particular period.                                              

        In October  1995,  DLJSC was named as a defendant  in a purported  class
        action  filed in a Texas  State Court on behalf of the holders of $550.0
        million principal amount of subordinated  redeemable discount debentures
        of National  Gypsum  Corporation  ("NGC")  canceled in connection with a
        Chapter 11 plan of reorganization  for NGC consummated in July 1993. The
        named  plaintiff  in the State  Court  action  also  filed an  adversary
        proceeding  in the U.S.  Bankruptcy  Court for the Northern  District of
        Texas  seeking a  declaratory  judgment  that the  confirmed NGC plan of
        reorganization  does not bar the class action claims.  Subsequent to the
        consummation  of NGC's plan of  reorganization,  NGC's shares traded for
        values  substantially  in excess of, and in 1995 NGC was  acquired for a
        value  substantially  in excess of, the values  upon which NGC's plan of
        reorganization   was  based.  The  two  actions  arise  out  of  DLJSC's
        activities as financial advisor to NGC in the course of NGC's Chapter 11
        reorganization proceedings.  The class action complaint alleges that the
        plan of  reorganization  submitted by NGC was based upon  projections by
        NGC and DLJSC which intentionally  understated  forecasts,  and provided
        misleading  and incorrect  information in order to hide NGC's true value
        and that  defendants  breached  their  fiduciary  duties by, among other
        things,   providing  false,  misleading  or  incomplete  information  to
        deliberately  understate  the value of NGC. The class  action  complaint
        seeks  compensatory  and punitive damages  purportedly  sustained by the
class. On October 10, 1997, DLJSC and                           

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        others were named as  defendants  in a new  adversary  proceeding in the
        Bankruptcy Court brought by the NGC Settlement  Trust, an entity created
        by the NGC plan of reorganization to deal with asbestos-related  claims.
        The Trust's  allegations are substantially  similar to the claims in the
        State Court action.  In court papers dated  October 16, 1997,  the State
        Court  plaintiff  indicated  that  he  would  intervene  in the  Trust's
        adversary  proceeding.  On January 21, 1998, the Bankruptcy  Court ruled
        that the State Court plaintiff's  claims were not barred by the NGC plan
        of reorganization  insofar as they alleged nondisclosure of certain cost
        reductions  announced  by NGC in October  1993.  The Texas  State  Court
        action,  which  had  been  removed  to the  Bankruptcy  Court,  has been
        remanded  back to the state  court,  which  remand is being  opposed  by
        DLJSC.  DLJSC  intends to defend  itself  vigorously  against all of the
        allegations  contained  in  the  complaints.  Although  there  can be no
        assurance,  DLJ  does not  believe  that the  ultimate  outcome  of this
        litigation  will  have  a  material  adverse  effect  on  its  financial
        condition.  Due to the early  stage of such  litigation,  based upon the
        information  currently  available to it, DLJ's management cannot make an
        estimate of loss, if any, or predict whether or not such litigation will
        have a material  adverse  effect on DLJ's  results of  operations in any
particular period.                                              

        In November and December 1995, DLJSC,  along with various other parties,
        was named as a defendant in a number of purported class actions filed in
        the U.S.  District  Court for the  Eastern  District of  Louisiana.  The
        complaints allege violations of the federal  securities laws arising out
        of a public  offering in 1994 of $435.0  million of first mortgage notes
        of Harrah's Jazz Company and Harrah's Jazz Finance Corp.  The complaints
        seek  to  hold  DLJSC  liable  for  various  alleged  misstatements  and
        omissions  contained  in the  prospectus  dated  November  9,  1994.  On
        February 26, 1997,  the parties agreed to a settlement of these actions,
        subject to the District Court's approval,  which was granted on July 31,
        1997. The settlement is also subject to approval by the U.S.  Bankruptcy
        Court for the Eastern District of Louisiana of proposed modifications to
        a  confirmed  plan of  reorganization  for  Harrah's  Jazz  Company  and
        Harrah's  Jazz  Finance  Corp.,  and the  satisfaction  or waiver of all
        conditions  to the  effectiveness  of the plan, as provided in the plan.
        There can be no  assurance  of the  Bankruptcy  Court's  approval of the
        modifications to the plan of  reorganization,  or that the conditions to
        the  effectiveness  of the plan  will be  satisfied  or  waived.  In the
        opinion of DLJ's management,  the settlement, if approved, will not have
        a  material  adverse  effect on DLJ's  results of  operations  or on its
consolidated financial condition.                               

        In addition  to the  matters  described  above,  Equitable  Life and its
        subsidiaries  and DLJ and its subsidiaries are involved in various legal
        actions and proceedings in connection with their businesses. Some of the
        actions and  proceedings  have been brought on behalf of various alleged
        classes of  claimants  and certain of these  claimants  seek  damages of
        unspecified  amounts.  While the ultimate outcome of such matters cannot
        be predicted with certainty, in the opinion of management no such matter
        is  likely  to  have  a  material   adverse   effect  on  the  Company's
consolidated financial position or results of operations.       

15)     LEASES                                                                  

        The Company  has  entered  into  operating  leases for office  space and
        certain other assets,  principally data processing  equipment and office
        furniture and  equipment.  Future minimum  payments under  noncancelable
        leases for 1998 and the succeeding  four years are $93.5 million,  $84.4
        million,  $70.2 million, $56.4 million, $47.0 million and $489.3 million
        thereafter.   Minimum   future   sub-lease   rental   income   on  these
        noncancelable  leases  for 1998 and the  succeeding  four years are $7.3
        million,  $5.9 million, $3.8 million, $2.4 million, $.8 million and $2.9
million thereafter.                                             

        At December 31, 1997, the minimum future rental income on  noncancelable
        operating  leases for wholly owned  investments  in real estate for 1997
        and the succeeding four years are $247.0 million, $238.1 million, $218.7
      million, $197.9 million, $169.1 million and $813.0 million thereafter.

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16)     OTHER OPERATING COSTS AND EXPENSES                                      

Other operating costs and expenses consisted of the following:  

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     

                                                                                                          
Compensation costs.................................  $       721.5      $      704.8      $      628.4    
Commissions........................................          409.6             329.5             314.3    
Short-term debt interest expense...................           31.7               8.0              11.4    
Long-term debt interest expense....................          121.2             137.3             108.1    
Amortization of policy acquisition costs...........          287.3             405.2             317.8    
Capitalization of policy acquisition costs.........         (508.0)           (391.9)           (391.0)   
Rent expense, net of sub-lease income..............          101.8             113.7             109.3    
Cursitor intangible assets writedown...............          120.9               -                 -      
Other..............................................          917.9             769.1             677.5    
                                                    -----------------  ----------------  -----------------
Total..............................................  $     2,203.9      $    2,075.7      $    1,775.8    
                                                    =================  ================  =================

        During 1997, 1996 and 1995, the Company  restructured certain operations
        in  connection  with  cost  reduction   programs  and  recorded  pre-tax
        provisions  of  $42.4   million,   $24.4  million  and  $32.0   million,
        respectively.  The  amounts  paid  during  1997,  associated  with  cost
        reduction  programs,  totaled $22.8  million.  At December 31, 1997, the
        liabilities  associated with cost reduction  programs  amounted to $62.0
        million.  The 1997 cost  reduction  program  include  costs  related  to
        employee  termination  and exit costs.  The 1996 cost reduction  program
        included  restructuring  costs related to the consolidation of insurance
        operations'  service centers.  The 1995 cost reduction  program included
        relocation expenses,  including the accelerated amortization of building
        improvements   associated  with  the  relocation  of  the  home  office.
        Amortization  of DAC in 1996 included a $145.0  million  writeoff of DAC
related to DI contracts.                                        

17)     INSURANCE GROUP STATUTORY FINANCIAL INFORMATION                         

        Equitable  Life is  restricted as to the amounts it may pay as dividends
        to  the  Holding  Company.   Under  the  New  York  Insurance  Law,  the
        Superintendent  has broad discretion to determine  whether the financial
        condition of a stock life insurance company would support the payment of
        dividends to its  shareholders.  For 1997, 1996 and 1995,  statutory net
        loss  totaled  $351.7  million,   $351.1  million  and  $352.4  million,
        respectively. No amounts are expected to be available for dividends from
Equitable Life to the Holding Company in 1998.                  

        At December 31, 1997, the Insurance  Group,  in accordance  with various
        government  and state  regulations,  had  $19.7  million  of  securities
deposited with such government or state agencies.               

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        Accounting  practices used to prepare statutory financial statements for
        regulatory  filings of stock life insurance  companies differ in certain
        instances  from GAAP.  The following  reconciles  the Insurance  Group's
        statutory change in surplus and capital stock and statutory  surplus and
        capital  stock  determined  in  accordance  with  accounting   practices
        prescribed by the New York  Insurance  Department  with net earnings and
equity on a GAAP basis.                                         

                                                        [Enlarge/Download Table]


                                                          1997              1996               1995       
                                                    -----------------  ----------------  -----------------
                                                                        (In Millions)                     
                                                                                                          
Net change in statutory surplus and                                                                       
  capital stock....................................  $       203.6      $       56.0      $       78.1    
Change in asset valuation reserves.................          147.1             (48.4)            365.7    
                                                    -----------------  ----------------  -----------------
Net change in statutory surplus, capital stock                                                            
  and asset valuation reserves.....................          350.7               7.6             443.8    
Adjustments:                                                                                              
  Future policy benefits and policyholders'                                                               
    account balances...............................          (31.1)           (298.5)            (66.0)   
  DAC..............................................          220.7             (13.3)             73.2    
  Deferred Federal income taxes....................          103.1             108.0            (158.1)   
  Valuation of investments.........................           46.8             289.8             189.1    
  Valuation of investment subsidiary...............         (555.8)           (117.7)           (188.6)   
  Limited risk reinsurance.........................           82.3              92.5             416.9    
  Issuance of surplus notes........................            -                 -              (538.9)   
  Postretirement benefits..........................           (3.1)             28.9             (26.7)   
  Other, net.......................................           30.3              12.4             115.1    
  GAAP adjustments of Closed Block.................            3.6              (9.8)             15.7    
  GAAP adjustments of discontinued operations......          189.7             (89.6)             37.3    
                                                    -----------------  ----------------  -----------------
Net Earnings of the Insurance Group................  $       437.2      $       10.3      $      312.8    
                                                    =================  ================  =================

                                                        [Enlarge/Download Table]


                                                                         December 31,                       
                                                    --------------------------------------------------------
                                                          1997               1996                1995       
                                                    -----------------   ----------------   -----------------
                                                                         (In Millions)                      
                                                                                                            
Statutory surplus and capital stock................  $     2,462.5       $    2,258.9       $    2,202.9    
Asset valuation reserves...........................        1,444.6            1,297.5            1,345.9    
                                                    -----------------   ----------------   -----------------
Statutory surplus, capital stock and asset                                                                  
  valuation reserves...............................        3,907.1            3,556.4            3,548.8    
Adjustments:                                                                                                
  Future policy benefits and policyholders'                                                                 
    account balances...............................       (1,336.1)          (1,305.0)          (1,006.5)   
  DAC..............................................        3,236.6            3,104.9            3,075.8    
  Deferred Federal income taxes....................         (370.8)            (306.1)            (452.0)   
  Valuation of investments.........................          783.5              286.8              417.7    
  Valuation of investment subsidiary...............       (1,338.6)            (782.8)            (665.1)   
  Limited risk reinsurance.........................         (254.2)            (336.5)            (429.0)   
  Issuance of surplus notes........................         (539.0)            (539.0)            (538.9)   
  Postretirement benefits..........................         (317.5)            (314.4)            (343.3)   
  Other, net.......................................          203.7              126.3                4.4    
  GAAP adjustments of Closed Block.................          814.3              783.7              830.8    
  GAAP adjustments of discontinued operations......           71.5             (190.3)            (184.6)   
                                                    -----------------   ----------------   -----------------
Equity of the Insurance Group......................  $     4,860.5       $    4,084.0       $    4,258.1    
                                                    =================   ================   =================

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18)     BUSINESS SEGMENT INFORMATION                                            

        The Company has two major business  segments:  Insurance  Operations and
        Investment  Services.  Interest  expense related to debt not specific to
        either  business  segment is presented as  Corporate  interest  expense.
Information for all periods is presented on a comparable basis. 

        Insurance  Operations  offers a variety  of  traditional,  variable  and
        interest-sensitive  life insurance products,  disability income, annuity
        products,  mutual fund and other investment  products to individuals and
        small groups and  administers  traditional  participating  group annuity
        contracts with conversion  features,  generally for corporate  qualified
        pension  plans,  and  association   plans  which  provide  full  service
        retirement  programs for individuals  affiliated with  professional  and
        trade   associations.   This  segment  includes  Separate  Accounts  for
individual insurance and annuity products.                      

        Investment  Services provides  investment fund management,  primarily to
        institutional  clients.  This  segment  includes  the  Company's  equity
        interest in DLJ and Separate  Accounts which provide various  investment
  options for group clients through pooled or single group accounts.

        Intersegment  investment  advisory and other fees of approximately $81.9
        million,  $127.5  million and $124.1  million  for 1997,  1996 and 1995,
        respectively,  are included in total revenues of the Investment Services
        segment.  These fees,  excluding  amounts  related to the GIC Segment of
        $5.1 million,  $15.7 million and $14.7 million for 1997,  1996 and 1995,
respectively, are eliminated in consolidation.                  

                                                        [Enlarge/Download Table]


                                                          1997               1996               1995       
                                                    -----------------   ----------------  -----------------
                                                                         (In Millions)                     

                                                                                                           
Revenues                                                                                                   
Insurance operations...............................  $     3,684.2       $    3,770.6      $    3,614.6    
Investment services................................        1,455.1            1,126.1             949.1    
Consolidation/elimination..........................          (19.9)             (24.5)            (34.9)   
                                                    -----------------   ----------------  -----------------
Total..............................................  $     5,119.4       $    4,872.2      $    4,528.8    
                                                    =================   ================  =================

Earnings (loss) from continuing  operations before Federal income taxes,                                   
  minority interest and cumulative effect of accounting change                                             
Insurance operations...............................  $       250.3       $      (36.6)     $      303.1    
Investment services................................          485.7              311.9             224.0    
Consolidation/elimination..........................            -                   .2              (3.1)   
                                                    -----------------   ----------------  -----------------
      Subtotal.....................................          736.0              275.5             524.0    
Corporate interest expense.........................          (65.3)             (66.9)            (27.9)   
                                                    -----------------   ----------------  -----------------
Total..............................................  $       670.7       $      208.6      $      496.1    
                                                    =================   ================  =================

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Assets                                                                                                      
Insurance operations...................................................  $    68,305.9      $    60,464.9   
Investment services....................................................       13,719.8           13,542.5   
Consolidation/elimination..............................................         (403.6)            (399.6)  
                                                                        ----------------   -----------------
Total..................................................................  $    81,622.1      $    73,607.8   
                                                                        ================   =================

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19)     QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)                             

        The quarterly  results of operations  for 1997 and 1996,  are summarized
below:                                                          

                                                        [Enlarge/Download Table]


                                                            Three Months Ended                               
                               ------------------------------------------------------------------------------
                                   March 31           June 30           September 30          December 31    
                               -----------------  -----------------   ------------------   ------------------
                                                               (In Millions)                                 
                                                                                                             
1997                                                                                                         
Total Revenues................  $     1,266.0      $     1,552.8       $    1,279.0         $    1,021.6     
                               =================  =================   ==================   ==================

Earnings from Continuing                                                                                     
  Operations before                                                                                          
  Cumulative Effect                                                                                          
  of Accounting Change........  $       117.4      $       222.5       $      145.1         $       39.4     
                               =================  =================   ==================   ==================

Net Earnings (Loss)...........  $       114.1      $       223.1       $      144.9         $      (44.9)    
                               =================  =================   ==================   ==================

1996                                                                                                         
Total Revenues................  $     1,176.5      $     1,199.4       $    1,198.4         $    1,297.9     
                               =================  =================   ==================   ==================

Earnings (Loss) from                                                                                         
  Continuing Operations                                                                                      
  before Cumulative Effect                                                                                   
  of Accounting Change........  $        94.8      $        87.1       $       93.2         $     (157.9)    
                               =================  =================   ==================   ==================

Net Earnings (Loss)...........  $        71.7      $        87.1       $       93.2         $     (241.7)    
                               =================  =================   ==================   ==================

        Net earnings for the three  months  ended  December 31, 1997  includes a
        charge of $212.0 million related to additions to valuation allowances on
        and   writeoffs   of  real  estate  of  $225.2   million,   and  reserve
        strengthening  on  discontinued  operations of $84.3 million offset by a
        reversal of prior years tax reserves of $97.5 million.  Net earnings for
        the three  months ended  December  31, 1996  includes a charge of $339.3
        million related to writeoffs of DAC on DI contracts of $94.3 million and
        reserve strengthenings on DI business of $113.7 million,  Pension Par of
$47.5 million and Discontinued Operations of $83.8 million.     

20)     INVESTMENT IN DLJ                                                       

        At December  31,  1997,  the  Company's  ownership  of DLJ  interest was
        approximately  34.4%. The Company's  ownership  interest will be further
        reduced  upon  the  issuance  of  common  stock  after  the  vesting  of
        forfeitable  restricted  stock units  acquired by and/or the exercise of
        options  granted to certain DLJ employees.  DLJ  restricted  stock units
        represents  forfeitable  rights to  receive  approximately  5.2  million
shares of DLJ common stock through February 2000.               

        The results of  operations  of DLJ are accounted for on the equity basis
        and  are  included  in  commissions,   fees  and  other  income  in  the
        consolidated statements of earnings. The Company's carrying value of DLJ
        is included in investment in and loans to affiliates in the consolidated
balance sheets.                                                 

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        Summarized  balance  sheets  information  for  DLJ,  reconciled  to  the
Company's carrying value of DLJ, are as follows:                

                                                        [Enlarge/Download Table]


                                                                                   December 31,             
                                                                        ------------------------------------
                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Assets:                                                                                                     
Trading account securities, at market value............................  $   16,535.7       $   15,728.1    
Securities purchased under resale agreements...........................      22,628.8           20,598.7    
Broker-dealer related receivables......................................      28,159.3           16,858.8    
Other assets...........................................................       3,182.0            2,318.1    
                                                                        ----------------   -----------------
Total Assets...........................................................  $   70,505.8       $   55,503.7    
                                                                        ================   =================

Liabilities:                                                                                                
Securities sold under repurchase agreements............................  $   36,006.7       $   29,378.3    
Broker-dealer related payables.........................................      25,706.1           19,409.7    
Short-term and long-term debt..........................................       3,670.6            2,704.5    
Other liabilities......................................................       2,860.9            2,164.0    
                                                                        ----------------   -----------------
Total liabilities......................................................      68,244.3           53,656.5    
DLJ's company-obligated mandatorily redeemed preferred                                                      
  securities of subsidiary trust holding solely debentures of DLJ......         200.0              200.0    
Total shareholders' equity.............................................       2,061.5            1,647.2    
                                                                        ----------------   -----------------
Total Liabilities, Cumulative Exchangeable Preferred Stock and                                              
  Shareholders' Equity.................................................  $   70,505.8       $   55,503.7    
                                                                        ================   =================

DLJ's equity as reported...............................................  $    2,061.5       $    1,647.2    
Unamortized cost in excess of net assets acquired in 1985                                                   
  and other adjustments................................................          23.5               23.9    
The Holding Company's equity ownership in DLJ..........................        (740.2)            (590.2)   
Minority interest in DLJ...............................................        (729.3)            (588.6)   
                                                                        ----------------   -----------------
The Company's Carrying Value of DLJ....................................  $      615.5       $      492.3    
                                                                        ================   =================

        Summarized  statements of earnings information for DLJ reconciled to the
Company's equity in earnings of DLJ is as follows:              

                                                        [Enlarge/Download Table]


                                                                             1997                1996       
                                                                        ----------------   -----------------
                                                                                   (In Millions)            
                                                                                                            
Commission, fees and other income......................................  $    2,356.8       $    1,818.2    
Net investment income..................................................       1,652.1            1,074.2    
Dealer, trading and investment gains, net..............................         631.6              598.4    
                                                                        ----------------   -----------------
Total revenues.........................................................       4,640.5            3,490.8    
Total expenses including income taxes..................................       4,232.3            3,199.5    
                                                                        ----------------   -----------------
Net earnings...........................................................         408.2              291.3    
Dividends on preferred stock...........................................          12.1               18.7    
                                                                        ----------------   -----------------
Earnings Applicable to Common Shares...................................  $      396.1       $      272.6    
                                                                        ================   =================

DLJ's earnings applicable to common shares as reported.................  $      396.1       $      272.6    
Amortization of cost in excess of net assets acquired in 1985..........          (1.3)              (3.1)   
The Holding Company's equity in DLJ's earnings.........................        (156.8)            (107.8)   
Minority interest in DLJ...............................................        (109.1)             (73.4)   
                                                                        ----------------   -----------------
The Company's Equity in DLJ's Earnings.................................  $      128.9       $       88.3    
                                                                        ================   =================

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21)     ACCOUNTING FOR STOCK-BASED COMPENSATION                                 

        The  Holding  Company  sponsors a stock  option  plan for  employees  of
        Equitable  Life.  DLJ and Alliance  each sponsor  their own stock option
        plans for  certain  employees.  The  Company  has elected to continue to
        account for  stock-based  compensation  using the intrinsic value method
        prescribed  in APB No.  25. Had  compensation  expense  for the  Holding
        Company,  DLJ and  Alliance  Stock  Option  Incentive  Plan options been
        determined  based  on SFAS  No.  123's  fair  value  based  method,  the
        Company's  pro forma net  earnings  for 1997,  1996 and 1995  would have
been:                                                           

                                                        [Enlarge/Download Table]


                                                                1997             1996             1995      
                                                           ---------------  ---------------  ---------------
                                                                            (In Millions)                   
                                                                                                            
Net Earnings:                                                                                               
  As Reported.............................................  $      437.2     $      10.3      $      312.8  
  Pro Forma...............................................  $      426.3     $       3.3      $      311.3  

        The fair value of options  granted  after  December 31, 1994,  used as a
        basis for the above pro forma disclosures,  was estimated as of the date
        of grants  using the  Black-Scholes  option  pricing  model.  The option
pricing assumptions for 1997, 1996 and 1995 are as follows:     

                                                        [Enlarge/Download Table]


                          Holding Company                      DLJ                            Alliance              
                   ------------------------------ ------------------------------- ----------------------------------
                     1997      1996       1995      1997       1996       1995      1997        1996        1995    
                   -------------------- --------- ---------- ---------- --------- ---------- ----------- -----------
                                                                                                                    
Dividend yield....    0.48%     0.80%      0.96%      0.86%      1.54%     1.85%      8.00%      8.00%      8.00%   

Expected volatility  20.00%    20.00%     20.00%     33.00%     25.00%    25.00%     26.00%     23.00%     23.00%   

Risk-free interest                                                                                                  
  rate............    5.99%     5.92%      6.83%      5.96%      6.07%     5.86%      5.70%      5.80%      6.00%   

Expected life.....  5 years   5 years    5 years   5 years    5 years   5 years   7.6 years  7.43 years  7.43 years 

Weighted average                                                                                                    
  grant-date fair                                                                                                   
  value per option   $12.25     $6.94      $5.90    $22.45      $9.35     $7.36      $4.36      $2.69      $2.24    


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        A summary of the Holding Company,  DLJ and Alliance's option plans is as
follows:                                                        

                                                        [Enlarge/Download Table]


                                Holding Company                     DLJ                         Alliance           
                          ----------------------------- ----------------------------- -----------------------------
                                            Options                       Options                       Options    
                                          Outstanding                   Outstanding                   Outstanding  
                                            Weighted                      Weighted                     Weighted    
                                            Average                       Average                       Average    
                              Shares        Exercise        Shares        Exercise        Units        Exercise    
                          (In Millions)      Price      (In Millions)      Price      (In Millions)      Price     
                          --------------- ------------- --------------- ------------- -----------------------------
                                                                                                                   
Balance as of                                                                                                      
  January 1, 1995........       6.8           $20.31          -                             3.8          $15.46    
  Granted................        .4           $20.27          9.2         $27.00            1.8          $20.54    
  Exercised..............       (.1)          $20.00          -                             (.5)         $11.20    
  Expired................       (.1)          $20.00          -                             -                      
  Forfeited..............       (.3)          $22.24          -                             (.3)         $16.64    
                          ---------------               -------------                 ---------------              

Balance as of                                                                                                      
  December 31, 1995......       6.7           $20.27          9.2         $27.00            4.8          $17.72    
  Granted................        .7           $24.94          2.1         $32.54             .7          $25.12    
  Exercised..............       (.1)          $19.91          -                             (.4)         $13.64    
  Expired................       -                             -                             -                      
  Forfeited..............       (.6)          $20.21          (.2)        $27.00            (.1)         $19.32    
                          ---------------               -------------                 ---------------              

Balance as of                                                                                                      
  December 31, 1996......       6.7           $20.79         11.1         $28.06            5.0          $19.07    
  Granted................       3.2           $41.85          3.2         $61.07            1.1          $36.56    
  Exercised..............      (1.6)          $20.26          (.1)        $32.03            (.6)         $16.11    
  Forfeited..............       (.4)          $23.43          (.1)        $27.51            (.2)         $21.28    
                          ---------------               -------------                 ---------------              

Balance as of                                                                                                      
  December 31, 1997......       7.9           $29.05         14.1         $35.56            5.3          $22.82    
                          ===============               =============                 ===============              

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        Information  about options  outstanding  and exercisable at December 31,
1997 is as follows:                                             

                                                        [Enlarge/Download Table]


                                     Options Outstanding                           Options Exercisable           
                     ----------------------------------------------------  ------------------------------------  
                                            Weighted                                                             
                                            Average         Weighted                              Weighted       
      Range of             Number          Remaining         Average             Number           Average        
      Exercise          Outstanding       Contractual       Exercise          Exercisable         Exercise       
       Prices          (In Millions)      Life (Years)        Price          (In Millions)         Price         
--------------------- ----------------- ----------------- ---------------  ------------------- ----------------  

       Holding                                                                                                   
       Company                                                                                                   
----------------------                                                                                           
                                                                                                                 
$18.125   -$27.75            4.8               5.84           $20.94              3.0              $20.41        
$28.50    -$45.25            3.1               9.57           $41.84              -                  -           
                      -----------------                                    -------------------                   
$18.125   -$45.25            7.9               7.29           $29.05              3.0              $20.41        
                      ================= ================= ===============  =================== ================  

         DLJ                                                                                                     
----------------------                                                                                           
$27.00    -$35.99           10.9               8.0            $28.05              4.9              $27.58        
$36.00    -$50.99             .8               9.3            $40.04              -                  -           
$51.00    -$76.00            2.4               9.8            $67.77              -                  -           
                      -----------------                                    -------------------                   
$27.00    -$76.00           14.1               8.4            $35.56              4.9              $27.58        
                      ================= ================= ================  =================== =================

      Alliance                                                                                                   
----------------------                                                                                           
$ 6.0625   -$17.75           1.1               3.86           $13.20              1.0              $13.04        
$19.375    -$19.75            .8               7.34           $19.39               .3              $19.39        
$19.875    -$21.375          1.1               8.28           $20.13               .6              $20.19        
$22.25     -$27.50           1.3               9.81           $23.81               .4              $23.29        
$36.9375   -$37.5625         1.0               9.95           $36.95              -                  -           
                      -----------------                                    -------------------                   
$  6.0625  -$37.5625         5.3               7.58           $22.82              2.3              $17.43        
                      ================= ================== ==============  ====================== =============  

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PART C  

OTHER INFORMATION 

Item 24. Financial Statements and Exhibits.                                     

(a) Financial Statements included in Part B.                  

1. Separate Account No. 45:                                   

   - Report of Independent Accountants - Price Waterhouse LLP;
 - Statements of Assets and Liabilities for the Year Ended
December 31, 1997;                                  
        - Statements of Operations for the Year Ended December 31, 1997;
          - Statements of Changes in Net Assets for the Years Ended December
31, 1997 and 1996; and                              
- Notes to Financial Statements.                        

2. The Equitable Life Assurance Society of the United States: 

   - Report of Independent Accountants - Price Waterhouse LLP;
 - Consolidated Balance Sheets as of December 31, 1997 and
1996;                                               
- Consolidated Statements of Earnings for Years Ended   
December 31, 1997, 1996 and 1995;                   
- Consolidated Statements of Equity for Years Ended     
December 31, 1997, 1996 and 1995;                   
- Consolidated Statements of Cash Flows for Years Ended 
December 31, 1997, 1996 and 1995; and               
- Notes to Consolidated Financial Statements.           

(b) Exhibits.                                                 

The following exhibits are filed herewith:                    

1. Resolutions of the Board of Directors of The Equitable Life
Assurance Society of the United States ("Equitable")    
           authorizing the establishment of the Registrant, previously refiled
           with this Registration Statement on Form N-4 (File No. 33-83750) on
February 27, 1998.                                      

2. Not applicable.                                            

3. (a) Form of Distribution Agreement among Equitable         
         Distributors, Inc., Separate Account No. 45 and Equitable
               Life Assurance Society of the United States, previously refiled
           electronically with this Registration Statement on Form N-4
(File No. 33-83750) on February 27, 1998.       

         (b) Distribution and Servicing Agreement among Equico Securities,
             Inc. (now EQ Financial Consultants, Inc.), The Equitable Life
             Assurance Society of the United States and Equitable Variable
             Life Insurance Company, dated as of May 1, 1994, incorporated
       herein by reference to Exhibit 3(c) to the Registration
              Statement on Form N-4 (File No. 2-30070) on February 14, 1995.

    (c) Letter of Agreement for Distribution Agreement among The
            Equitable Life Assurance Society of the United States and EQ
  Financial Consultants, Inc., dated April 20, 1998.

(d) Form of Sales Agreement among Equitable             
Distributors, Inc., as Distributor, a Broker-   
Dealer (to be named) and a General Agent (to be 
   named), previously refiled electronically with this
         Registration Statement on Form N-4 (File No. 33-83750) on
February 27, 1998.                              

(e) Form of The Hudson River Trust Sales Agreement by   
and among Equico Securities, Inc., The Equitable
Life Assurance Society of the United States,    
 Equitable Distributors, Inc. and Separate Account
 No. 45 of The Equitable Life Assurance Society of
              the United States, previously refiled electronically with this
         Registration Statement on Form N-4 (File No. 33-83750) on
February 27, 1998.                              

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 4. (a) Form of group annuity contract no. 1050-94IC, previously
          refiled electronically with this Registration Statement on
  Form N-4 (File No. 33-83750) on February 27, 1998.

(b) Forms of group annuity certificate nos. 94ICA and   
  94ICB, previously refiled electronically with this
         Registration Statement on Form N-4 (File No. 33-83750) on
February 27, 1998.                              

(c) Forms of endorsement nos. 94ENIRAI, 94ENNQI and     
 94ENMVAI to contract no. 1050-94IC and data pages
 nos. 94ICA/BIM and 94ICA/BMVA, previously refiled
           electronically with this Registration Statement on Form N-4
(File No. 33-83750) on February 27, 1998.       

(d) Forms of data pages no. 94ICA/BIM (IRA) and (NQ),   
previously refiled electronically with this     
         Registration Statement on Form N-4 (File No. 33-83750) on
February 27, 1998.                              

          (e) Form of endorsement no. 95ENLCAI to contract no. 1050-94IC and
            data pages no. 94ICA/BLCA, previously refiled electronically
                with this Registration Statement on Form N-4 (File No. 33-83750)
on February 27, 1998.                           

(f) Forms of data pages for Rollover IRA, IRA Assured   
Payment Option, IRA Assured Payment Option Plus,
Accumulator, Assured Growth Plan, Assured Growth
Plan (Flexible Income Program), Assured Payment 
Plan (Period Certain) and Assured Payment Plan  
   (Life with a Period Certain), previously filed with
  this Registration Statement No. 33-83750 on August
31, 1995.                                       

(g) Forms of data pages for Rollover IRA, IRA Assured   
Payment Option Plus and Accumulator, previously 
   filed with this Registration Statement No. 33-83750
on April 23, 1996.                              

(h) Form of Guaranteed Minimum Income Benefit           
   Endorsement to Contract Form No. 10-50-94IC and the
 Certificates under the Contract, previously filed
with this Registration Statement No. 33-83750 on
April 23, 1996.                                 

(i) Form of data pages for Accumulator and Rollover     
IRA, previously filed with this Registration    
Statement No. 33-83750 on October 15, 1996.     

(j) Forms of data pages for Accumulator and Rollover    
      IRA, previously filed with this Registration Statement
No. 33-83750 on April 30, 1997.                 

            (k) Forms of data pages for Accumulator and Rollover IRA, previously
      filed with this Registration Statement No. 33-83750 on
December 31, 1997.                              

         (l) Form of endorsement No. 98Roth to Contract Form No. 1050-94IC
   and the Certificates under the Contract, previously
      filed with this Registration Statement No. 33-83750 on
December 31, 1997.                              

   (m) Form of data pages No. 94ICB and 94ICBMVA for Equitable
          Accumulator (IRA) Certificates, previously filed with this
         Registration Statement on Form N-4 (File No. 33-83750) on
February 27, 1998.                              

   (n) Form of data pages No. 94ICB and 94ICBMVA for Equitable
         Accumulator (NQ) Certificates, previously filed with this
         Registration Statement on Form N-4 (File No. 33-83750) on
February 27, 1998.                              

   (o) Form of data pages No. 94ICB and 94ICBMVA for Equitable
         Accumulator (QP) Certificates, previously filed with this
         Registration Statement on Form N-4 (File No. 33-83750) on
February 27, 1998.                              

           (p) Form of data pages No. 94ICB, 94ICBMVA and 94ICBLCA for Assured
       Payment Option Certificates, previously filed with this
         Registration Statement on Form N-4 (File No. 33-83750) on
February 27, 1998.                              

            (q) Form of data pages No. 94ICB, 94ICBMVA and 94ICBLCA for APO Plus
               Certificates, previously filed with this Registration Statement
     on Form N-4 (File No. 33-83750) on February 27, 1998.

            (r) Form of Endorsement applicable to Defined Benefit Qualified Plan
Certificates No. 98ENDQPI.                      

            (s) Form of Endorsement applicable to Non-Qualified Certificates No.
               98ENJONQI, previously filed with this Registration Statement on
  Form N-4 (File No. 33-83750) on February 27, 1998.

         (t) Form of Endorsement applicable to Charitable Remainder Trusts
               No. 97ENCRTI, previously filed with this Registration Statement
     on Form N-4 (File No. 33-83750) on February 27, 1998.

           (u) Form of Guaranteed Interest Account endorsement no. 98ENGAIAII,
           and data pages 94ICA/B, incorporated herein by reference to
                Exhibit No. 4(r) to the Registration Statement on Form N-4 (File
No. 333-05593) filed on May 1, 1998.            

5. (a) Forms of application used with the IRA, NQ and Fixed   
            Annuity Markets, previously refiled electronically with this
         Registration Statement on Form N-4 (File No. 33-83750) on
February 27, 1998.                              

         (b) Form of Enrollment Form/Application for Equitable Accumulator
             (IRA, NQ and QP), incorporated herein by reference to Exhibit
            No. 5(e) to the Registration Statement on Form N-4 (File No.
333-05593) filed on May 1, 1998.                

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(b) Forms of Enrollment Form/Application for Rollover   
   IRA, Choice Income Plan and Accumulator, previously
   filed with this Registration Statement No. 33-83750
on April 23, 1996.                              

    (c) Forms of Enrollment Form/Application for Accumulator and
     Rollover IRA, previously filed with this Registration
Statement No. 33-83750 on April 30, 1997.       

    (d) Forms of Enrollment Form/Application for Accumulator and
               Rollover IRA, previously filed with this Registration Statement
No. 33-83750 on December 31, 1997.              

     (e) Form of Enrollment Form/Application No. 126737 (5/98) for
             Equitable Accumulator (IRA, NQ and QP), previously filed with
              this Registration Statement on Form N-4 (File No. 33-83750) on
February 27, 1998.                              

6. (a) Restated Charter of Equitable, as amended January 1,   
       1997, previously filed with this Registration Statement
No. 33-83750 on March 6, 1997.                  

(b) By-Laws of Equitable, as amended November 21, 1996, 
 previously filed with this Registration Statement
No. 33-83750 on March 6, 1997.                  

7. Not applicable.                                            

8. Form of Participation Agreement among EQ Advisors Trust,   
Equitable, Equitable Distributors, Inc. and EQ Financial
Consultants, Inc., incorporated by reference to the     
 Registration Statement of EQ Advisors Trust on Form N-1A.
(File Nos. 333-17217 and 811-07953).                    

9. Opinion and Consent of Mary P. Breen, Esq.,                
  Vice President and Associate General Counsel of Equitable,
  as to the legality of the securities registered under this
  Registration Statement No. 33-83750, previously filed with
      this Registration Statement on Form N-4 (File No. 33-83750) on
February 27, 1998.                                      

10. (a) Consent of Price Waterhouse LLP.                        

(b) Powers of Attorney.                                 

11. Not applicable.                                             

12. Not applicable.                                             

13. (a) Formulae for Determining Money Market Fund Yield for a  
                Seven-Day Period for the INCOME MANAGER, previously refiled with
              this Registration Statement on Form N-4 (File No. 33-83750) on
February 27, 1998.                              

(b) Formulae for Determining Cumulative and Annualized  
               Rates of Return for the INCOME MANAGER, previously refiled with
              this Registration Statement on Form N-4 (File No. 33-83750) on
February 27, 1998.                              

(c) Formulae for Determining Standardized Performance   
  Value and Annualized Average Performance Ratio for
    INCOME MANAGER Certificates, previously refiled with
              this Registration Statement on Form N-4 (File No. 33-83750) on
February 27, 1998.                              

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Item 25: Directors and Officers of Equitable.                                   

Set forth below is information regarding the directors and    
principal officers of Equitable. Equitable's address is 1290  
Avenue of the Americas, New York, New York 10104. The business
address of the persons whose names are preceded by an asterisk
is that of Equitable.                                         

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

Francoise Colloc'h                    Director                                  
AXA - UAP                                                                       
23, Avenue Matignon                                                             
75008 Paris, France                                                             

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

Joseph L. Dionne                      Director                                  
The McGraw-Hill Companies                                                       
1221 Avenue of the Americas                                                     
New York, NY 10020                                                              

Denis Duverne                         Director                                  
AXA-UAP                                                                         
23, Avenue Matignon                                                             
75008 Paris, France                                                             

William T. Esrey                      Director                                  
Sprint Corporation                                                              
P.O. Box 11315                                                                  
Kansas City, MO 64112                                                           

Jean-Rene Fourtou                     Director                                  
Rhone-Poulenc S.A.                                                              
25 Quai Paul Doumer                                                             
92408 Courbevoie Cedex,                                                         
France                                                                          

Norman C. Francis                     Director                                  
Xavier University of Louisiana                                                  
7325 Palmetto Street                                                            
New Orleans, LA 70125                                                           

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

Donald J. Greene                      Director                                  
LeBouef, Lamb, Greene & MacRae                                                  
125 West 55th Street                                                            
New York, NY 10019-4513                                                         

John T. Hartley                       Director                                  
Harris Corporation                                                              
1025 NASA Boulevard                                                             
Melbourne, FL 32919                                                             

John H.F. Haskell, Jr.                Director                                  
SBC Warburg Dillion, Read Inc.                                                  
535 Madison Avenue                                                              
New York, NY 10028                                                              

Mary R. (Nina) Henderson              Director                                  
Bestfoods Grocery                                                               
BESTFOODS                                                                       
International Plaza                                                             
700 Sylvan Avenue                                                               
Englewood Cliffs, NJ 07632-9976                                                 

W. Edwin Jarmain                      Director                                  
Jarmain Group Inc.                                                              
121 King Street West                                                            
Suite 2525                                                                      
Toronto, Ontario M5H 3T9,                                                       
Canada                                                                          

G. Donald Johnston, Jr.               Director                                  
184-400 Ocean Road                                                              
John's Island                                                                   
Vero Beach, FL 32963                                                            

George T. Lowy                        Director                                  
Cravath, Swaine & Moore                                                         
825 Eighth Avenue                                                               
New York, NY 10019                                                              

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

Didier Pineau-Valencienne             Director                                  
Schneider S.A.                                                                  
64-70 Avenue Jean-Baptiste Clement                                              
92646 Boulogne-Billancourt Cedex                                                
France                                                                          

George J. Sella, Jr.                  Director                                  
P.O. Box 397                                                                    
Newton, NJ 07860                                                                

Dave H. Williams                      Director                                  
Alliance Capital Management                                                     
Corporation                                                                 
1345 Avenue of the Americas                                                     
New York, NY 10105                                                              

OFFICER-DIRECTORS                                                               

*Michael Hegarty                      President, Chief Operating Officer and    
    Director

*Edward D. Miller                     Chairman of the Board, Chief Executive    
                Officer and Director

*Stanley B. Tulin                     Vice Chairman of the Board, Chief         
                          Financial Officer and Director

OTHER OFFICERS                                                                  

*Leon Billis                          Executive Vice President and Chief        
               Information Officer

*Harvey Blitz                         Senior Vice President and Deputy          
                   Chief Financial Officer

*Kevin R. Byrne                       Senior Vice President and Treasurer       

*Alvin H. Fenichel                    Senior Vice President and                 
      Controller

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

*Paul J. Flora                        Senior Vice President and Auditor         

*Robert E. Garber                     Executive Vice President and General      
   Counsel

*Jerome S. Golden                     Executive Vice President                  

*James D. Goodwin                     Vice President                            

*Edward J. Hayes                      Senior Vice President                     

*Mark A. Hug                          Senior Vice President                     

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

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

*Douglas Menkes                       Senior Vice President and                 
             Corporate Actuary

*Peter D. Noris                       Executive Vice President and Chief        
              Investment Officer

*Anthony C. Pasquale                  Senior Vice President                     

*Pauline Sherman                      Vice President, Secretary and Associate   
           General Counsel

*Samuel B. Shlesinger                 Senior Vice President                     

*Richard V. Silver                    Senior Vice President and Deputy          
           General Counsel

*Jose Suquet                          Senior Executive Vice President and Chief 
                Distribution Officer

*Naomi Weinstein                      Vice President                            

*Maureen K. Wolfson                   Vice President                            

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Item 26. Persons Controlled by or Under Common Control with the Insurance       
Company or Registrant                                         

    Separate Account No. 45 of The Equitable Life Assurance Society of
the United States (the "Separate Account") is a separate account of Equitable.  
Equitable, a New York stock life insurance company, is a wholly owned           
subsidiary of The Equitable Companies Incorporated (the "Holding Company"), a   
publicly traded company.                                                        

       The largest stockholder of the Holding Company is AXA-UAP which as of
December 31, 1997. Beneficially owned approximately 58.7% of the Holding        
Company's outstanding common stock . AXA-UAP is able to exercise significant    
influence over the operations and capital structure of the Holding Company and  
its subsidiaries, including Equitable. AXA-UAP, a French company, is the holding
company for an international group of insurance and related financial services  
companies.                                                                      

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ORGANIZATION CHART OF EQUITABLE'S AFFILIATES  

The Equitable Companies Incorporated (l991) (Delaware)                          

Donaldson, Lufkin & Jenrette, Inc. (1993) (Delaware) (41.8%) (See   
Addendum B(1) for subsidiaries)                                     

The Equitable Life Assurance Society of the United States (1859)    
(New York) (a)(b)                                                   

The Equitable of Colorado, Inc. (l983) (Colorado)         

EVLICO, INC. (1995) (Delaware)                            

EVLICO East Ridge, Inc. (1995) (California)               

GP/EQ Southwest, Inc. (1995) (Texas) (5.885%)             

Franconom, Inc. (1985) (Pennsylvania)                     

Frontier Trust Company (1987) (North Dakota)              

 Gateway Center Buildings, Garage, and Apartment Hotel, Inc.
(inactive) (pre-l970) (Pennsylvania)                      

Equitable Deal Flow Fund, L.P.                            

Equitable Managed Assets (Delaware)             

EREIM LP Associates (99%)                                 

EML Associates, L.P. (19.8%)                    

Alliance Capital Management L.P. (2.7% limited partnership
interest)                                                 

ACMC, Inc. (1991) (Delaware)(s)                           

  Alliance Capital Management L.P. (1988) (Delaware)
(39.6% limited partnership interest)            

EVCO, Inc. (1991) (New Jersey)                            

EVSA, Inc. (1992) (Pennsylvania)                          

Prime Property Funding, Inc. (1993) (Delaware)            

Wil Gro, Inc. (1992) (Pennsylvania)                       

      Equitable Underwriting and Sales Agency (Bahamas) Limited (1993)
(Bahamas)                                                 

(a) Registered Broker/Dealer       (b) Registered Investment Advisor          

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The Equitable Companies Incorporated (cont.)                                    
Donaldson Lufkin & Jenrette, Inc.                                   
The Equitable Life Assurance Society of the United States (cont.)   

Fox Run Inc. (1994) (Massachusetts)                       

STCS, Inc. (1992) (Delaware)                              

CCMI Corporation (1994) (Maryland)                        

FTM Corporation (1994) (Maryland)                         

HVM Corporation (1994) (Maryland)                         

Equitable BJVS, Inc. (1992) (California)                  

Equitable Rowes Wharf, Inc. (1995) (Massachusetts)        

GP/EQ Southwest, Inc. (1995) (Texas) (94.132%)            

Camelback JVS, Inc. (1995) (Arizona)                      

ELAS Realty, Inc. (1996) (Delaware)                       

100 Federal Street Realty Corporation (Massachusetts)     

   Equitable Structured Settlement Corporation (1996) (Delaware)

Prime Property Funding II, Inc. (1997) (Delaware)         

Sarasota Prime Hotels, Inc. (1997) (Florida)              

ECLL, Inc. (1997) (Michigan)                              

     Equitable Holdings, LLC (1997) (New York) (into which Equitable
Holding Corporation was merged in 1997)                   

           EQ Financial Consultants, Inc. (formerly Equico Securities,
Inc.) (l97l) (Delaware) (a) (b)                 

   ELAS Securities Acquisition Corp. (l980) (Delaware)

      100 Federal Street Funding Corporation (Massachusetts)

    EquiSource of New York, Inc. (1986) (New York)  (See
Addendum A for subsidiaries)                    

     Equitable Casualty Insurance Company (l986) (Vermont)

EREIM LP Corp. (1986) (Delaware)                

EREIM LP Associates (1%)            

EML Associates (.02%)     

Six-Pac G.P., Inc. (1990) (Georgia)             

(a) Registered Broker/Dealer       (b) Registered Investment Advisor            

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The Equitable Companies Incorporated (cont.)                                    
Donaldson Lufkin & Jenrette, Inc.                                           
The Equitable Life Assurance Society of the United States (cont.)           
Equitable Holdings, LLC (cont.)                                     

  Equitable Distributors, Inc. (1988) (Delaware) (a)

Equitable JVS, Inc. (1988) (Delaware)           

              Astor/Broadway Acquisition Corp. (1990) (New York)

                Astor Times Square Corp. (1990) (New York)

      PC Landmark, Inc. (1990) (Texas)

              Equitable JVS II, Inc. (1994) (Maryland)

     EJSVS, Inc. (1995) (New Jersey)

     Donaldson, Lufkin & Jenrette, Inc. (1985 by EIC; 1993 by EQ and
            EHLLC) (Delaware) (34.4%) (See Addendum B(1) for
subsidiaries)                       

JMR Realty Services, Inc. (1994) (Delaware)               
Equitable Investment Corporation (l97l) (New York)        

      Stelas North Carolina Limited Partnership (50% limited
partnership interest) (l984)                    

  Equitable JV Holding Corporation (1989) (Delaware)

             Alliance Capital Management Corporation (l991) (Delaware) (b)
(See Addendum B(2) for subsidiaries)            

              Equitable Capital Management Corporation (l985) (Delaware) (b)

              Alliance Capital Management L.P. (1988) (Delaware)
(14.6% limited partnership interest)

EQ Services, Inc. (1992) (Delaware)             

EREIM Managers Corp. (1986) (Delaware)          

ML/EQ Real Estate Portfolio, L.P.     

EML Associates, L.P. (80%)    

(a) Registered Broker/Dealer                   (b) Registered Investment Advisor

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ORGANIZATION CHART OF EQUITABLE'S AFFILIATES  

ADDENDUM A - SUBSIDIARY 
OF EQUITABLE HOLDINGS, LLC
HAVING MORE THAN FIVE SUBSIDIARIES  

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

EquiSource of New York, Inc. (formerly Traditional Equinet Business Corporation 
of New York) has the following subsidiaries that are brokerage companies to     
make available to Equitable Agents within each state traditional (non-equity)   
products and services not manufactured by Equitable:                            

EquiSource of Alabama, Inc. (1986) (Alabama)                        
EquiSource of Arizona, Inc. (1986) (Arizona)                        
EquiSource of Arkansas, Inc. (1987) (Arkansas)                      
EquiSource Insurance Agency of California, Inc. (1987) (California) 
EquiSource of Colorado, Inc. (1986) (Colorado)                      
EquiSource of Delaware, Inc. (1986) (Delaware)                      
EquiSource of Hawaii, Inc. (1987) (Hawaii)                          
EquiSource of Maine, Inc. (1987) (Maine)                            
     EquiSource Insurance Agency of Massachusetts, Inc. (1988) (Massachusetts)
EquiSource of Montana, Inc. (1986) (Montana)                        
EquiSource of Nevada, Inc. (1986) (Nevada)                          
EquiSource of New Mexico, Inc. (1987) (New Mexico)                  
EquiSource of Pennsylvania, Inc. (1986) (Pennsylvania)              
EquiSource Insurance Agency of Utah, Inc. (1986) (Utah)             
EquiSource of Washington, Inc. (1987) (Washington)                  
EquiSource of Wyoming, Inc. (1986) (Wyoming)                        

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ORGANIZATION CHART OF EQUITABLE'S AFFILIATES  
ADDENDUM B - INVESTMENT SUBSIDIARIES  
HAVING MORE THAN FIVE SUBSIDIARIES  

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

Donaldson, Lufkin & Jenrette, Inc. has the following subsidiaries, and          
approximately 150 other subsidiaries, most of which are special purpose         
subsidiaries (the number fluctuates according to business needs):               

  Donaldson, Lufkin & Jenrette, Securities Corporation
(1985) (Delaware) (a) (b)                         
          Wood, Struthers & Winthrop Management Corp. (1985)
(Delaware) (b)                          
Autranet, Inc. (1985) (Delaware) (a)              
DLJ Real Estate, Inc.                             
DLJ Capital Corporation (b)                       
DLJ Mortgage Capital, Inc. (1988) (Delaware)      
      Column Financial, Inc. (1993) (Delaware) (50%)

Alliance Capital Management Corporation (as general partner) (b)has the         
following subsidiaries:                                                         
    Alliance Capital Management L.P. (1988) (Delaware) (b)
            Alliance Capital Management Corporation of Delaware,
Inc. (Delaware)                         
               Alliance Fund Services, Inc. (Delaware) (a)
                   Alliance Fund Distributors, Inc. (Delaware) (a)
             Alliance Capital Oceanic Corp. (Delaware)
                   Alliance Capital Management Australia Pty. Ltd.
(Australia)                 
                   Meiji - Alliance Capital Corp. (Delaware) (50%)
               Alliance Capital (Luxembourg) S.A. (99.98%)
           Alliance Eastern Europe Inc. (Delaware)
                      Alliance Barra Research Institute, Inc. (Delaware)
(50%)                       
                     Alliance Capital Management Canada, Inc. (Canada)
(99.99%)                    
             Alliance Capital Management (Brazil) Llda
             Alliance Capital Global Derivatives Corp.
(Delaware)                  
             Alliance International Fund Services S.A.
(Luxembourg)                
                       Alliance Capital Management (India) Ltd. (Delaware)
   Alliance Capital Mauritius Ltd.
                  Alliance Corporate Finance Group, Incorporated
(Delaware)                  
                            Equitable Capital Diversified Holdings, L.P. I
                             Equitable Capital Diversified Holdings, L.P. II
        Curisitor Alliance L.L.C. (Delaware)
             Curisitor Holdings Limited (UK)
                       Alliance Capital Management (Japan), Inc.
                     Alliance Capital Management (Asia) Ltd.
                        Alliance Capital Management (Turkey), Ltd.
                       Cursitor Alliance Management Limited (UK)

(a) Registered Broker/Dealer       (b) Registered Investment Advisor      

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 AXA-UAP GROUP CHART

The information listed below is dated as of December 31, 1997; percentages      
shown represent voting power. The name of the owner is noted when AXA-UAP       
indirectly controls the company.                                                

      AXA-UAP INSURANCE AND REINSURANCE BUSINESS HOLDING
COMPANY                           COUNTRY        VOTING POWER                   
-------                           -------        ------------                   
AXA Assurances Iard               France         100% by AXA France Assurance   

AXA Assurances Vie                France         100% by AXA France Assurance   

AXA Courtage Iard                 France         97.4% by AXA France Assurance  
                              and UAP Iard

AXA Courtage Vie                  France         100% by AXA France Assurance   

Alpha Assurances Vie              France         100% by AXA France Assurance   

AXA Direct                        France         100%                           

Direct Assurances Iard            France         100% by AXA Direct             

Direct Assurance Vie              France         100% by AXA Direct             

AXA Tellit Versicherung           Germany        50% owned by AXA Direct and    
                             50% by CKAG

Axiva                             France         100% by AXA France Assurance   

Juridica                          France         88.4% by UAP Iard, 10.9% by    
                                      AXA France Assurance

AXA Assistance France             France         100% by AXA Assistance SA      

Monvoisin Assurances              France         99.9% by different companies   
                             and Mutuals

Societe Beaujon                   France         100%                           

Lor Finance                       France         100%                           

Jour Finance                      France         100% by AXA Conseil Iard and   
                                        by AXA Assurances Iard

Financiere 45                     France         99.8%                          

Mofipar                           France         100%                           

Compagnie Auxiliaire pour le      France         99.8% by Societe Beaujon       
Commerce and l'Industrie                                                        

C.F.G.A.                          France         99.96% owned by Mutuals and    
                        Finaxa

AXA Global Risks                  France         100% owned by AXA France       
                                         Assurance, UAP Iard and
                         Mutuals

Argovie                           France         100% by Axiva and SCA Argos    

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COMPANY                           COUNTRY        VOTING POWER                   
-------                           -------        ------------                   

Astral Finance                    France         99.33% by AXA Courtage Vie     

Argos                             France         N.S.                           

AXA France Assurance              France         100%                           

UAP Incendie Accidents            France         100% by AXA France             
                           Assurance

UAP Vie                           France         100% by AXA France             
                           Assurance

UAP Collectives                   France         50% by AXA Assurances          
                                           Iard, 3.3% by AXA Conseil
                                        Iard and 46.6% UAP Vie

Thema Vie                         France         30% by Axiva, 11.9% by         
                                           UAP Collectives, 10.9% by
                                                UAP Iard and 46.8% by UAP Vie.

La Reunion Francaise              France         49% by UAP Iard and 51% by     
                                  AXA Global Risks

UAP Assistance                    France         52% by UAP Incendie-Accidents  
                                    and 48% by UAP Vie

UAP International                 France         50.1% by AXA-UAP and 49.9% by  
                                  AXA Global Risks

Sofinad                           France         100%                           

AXA-Colonia Konzern AG (AXA-                                                    
CKAG)                             Germany        39.7% by Vinci BV, 25.6% by    
                                           Kolnische Verwaltungs and
                                 5.5% by AXA-UAP

Finaxa Belgium                    Belgium        100%                           

AXA Belgium                       Belgium        27.1% by AXA-UAP and 72.6%     
                                   by Finaxa Belgium

De Kortrijske Verzekering         Belgium        99.8% by AXA Belgium           

Juris                             Belgium        100% owned by Finaxa Belgium   

Royale Vendome                    Belgium        49% by AXA-UAP and 20.2% by    
                                  AXA Global Risks

Royale Belge                      Belgium        51.2% by Royale Vendome and    
                                             9.5% by different companies
                              of the Group

Royale Belge 1994                 Belgium        97.9% by Royale Belge and 2%   
                        by UAB

UAB                               Belgium        99.9% by Royale Belge          

Ardenne Prevoyante                Belgium        99.4% by Royale Belge          

GB Lex                            Belgium        55% by Royale Belge, 25% by    
                                           Royale Belge 1994, 10% by
                                         Juridica and 10% by AXA
                                   Conseil Assurance

Royale Belge Re                   Belgium        99.9% by Royale Belge          

Parcolvi                          Belgium        100% by Vinci Belgium          

Vinci Belgium                     Belgium        99.5% by Vinci BV              

Finaxa Luxembourg                 Luxembourg     100%                           

AXA Assurance IARD Luxembourg     Luxembourg     99.9%                          

AXA Assurance Vie Luxembourg      Luxembourg     99.9%                          

Royale UAP                        Luxembourg     100% by Royale Belge           

Paneurolife                       Luxembourg     90% by different companies of  
                                   the AXA-UAP Group

Paneurore                         Luxembourg     90% by different companies of  
                                   the AXA-UAP Group

Crealux                           Luxembourg     100% by Royale Belge           

Futur Re                          Luxembourg     100% by AXA Global Risks       

General Re-CKAG                   Luxembourg     37.8% by AXA-CKAG and 12.1%    
                                      by Colonia Nordstern
                              Versicherung

Royale Belge Investissements      Luxembourg     100% by Royale Belge           

AXA Aurora                        Spain          30% owned by AXA-UAP and 40%   
                                      by UAP International

Aurora Polar SA de Seguros y      Spain          99.4% owned by AXA Aurora      
Reaseguros                                                                      

Aurora Vida SA de Seguros y       Spain          90% owned by Aurora Polar and  
Reaseguros                                       5% by AXA-UAP                  

AXA Gestion de Seguros y          Spain          99.1% owned by AXA Aurora      
Reaseguros                                                                      

Hilo Direct Seguros               Spain          71.4% by AXA Aurora            

Ayuda Legal                       Spain          59% owned by Aurora Polar,     
                                            29% by AXA Gestion and 12%
                                by Aurora Vida

UAP Iberica                       Spain          100% by UAP International      

General Europea (GESA)            Spain          100% by Societe Generale       
                              d'Assistance

AXA Assicurazioni                 Italy          100%                           

Eurovita                          Italy          30% owned by AXA Assicurazioni 

Gruppo UAP Italia (GUI)           Italy          97% by UAP International and   
                               3% by UAP Vie

UAP Italiana                      Italy          96% by AXA-UAP and 4% by GUI   

UAP Vita                          Italy          62.2% by GUI and 37.8% by UAP  
                     Vie

Allsecures Assicurazioni          Italy          90% by GUI and 10% by UAP      
                          Italiana

Allsecures Vita                   Italy          92.9% by GUI and 7% by AXA-UAP 

Centurion Assicurazioni           Italy          100% by GUI                    

AXA Equity & Law plc              U.K.           100%                           

AXA Equity & Law Life             U.K.           100% by SLPH                   
Assurance Society                                                               

AXA Insurance                     U.K.           100% owned by SLPH             

AXA Global Risks                  U.K.           51% owned by AXA Global        
                                           Risks (France) and 49% by
                                   AXA Courtage IARD

Sun Life and Provincial           U.K.           71.6% by AXA-UAP and AXA       
Holdings (SLPH)                                  Equity & Law Plc               

Sun Life Corporation Plc          U.K.           100% by AXA Sun Life Holding   

Sun Life Assurance                U.K.           100% by AXA Sun Life Holding   

UAP Provincial Insurance          U.K.           100% by SLPH                   

English & Scottish                U.K.           100% by AXA UK                 

Servco                            U.K.           100% by AXA Sun Life Holding   

AXA Sun Life                      U.K.           100% by AXA Sun Life Holding   

AXA Leven                         The Nether-    100% by AXA Equity & Law Life  
                    lands          Assurance Society

UAP Nieuw Rotterdam               The Nether-    51% by Royale Belge, 38.9% by  
Holding BV                        lands          Gelderland BV and 4.1% by      
                         AXA-UAP

UNIROBE Groep BV                  The Nether-    100% by UAP Nieuw Rotterdam    
             lands          Holding BV

UAP Nieuw Rotterdam Verzkerigen   The Nether-    100% by UAP Nieuw Rotterdam    
             lands          Holding BV

UAP Nieuw Rotterdam Schade        The Nether-    100% by UAP Nieuw Rotterdam    
               lands          Verzekerigen

UAP Nieuw Rotterdam Leven         The Nether-    100% by UAP Nieuw Rotterdam    
               lands          Verzekerigen

UAP Nieuw Rotterdam Zorg          The Nether-    100% by UAP Nieuw Rotterdam    
         lands          Schade

Societe Generale d'Assistance     The Nether-    51% by UAP Incendie-Accidents, 
                            lands          29% by UAP Vie and 20% by
                         AXA-UAP

Gelderland BV                     The Nether-    100% by UAP Vie                
lands       

Royale Belge International        The Nether-    100% by Royale Belge           
                  lands          Investissements

Vinci BV                          The Nether-    94.8% by AXA-UAP and 5.2% by   
           lands          Parcolvi

AXA Portugal Companhia de         Portugal       43.1% by different companies   
Serguros SA                                      of the AXA-UAP Group           

AXA Portugal Companhia de         Portugal       95.1% by UAP Vie and 7.5% UAP  
Serguros de Vida SA                              International                  

Union UAP                         Switzerland    99.9% by UAP International     

Union UAP Vie                     Switzerland    95% by UAP International       

AXA Oyak Hayat Sigorta            Turkey         60% owned by AXA-UAP           

Oyak Sigorta                      Turkey         11% owned by AXA-UAP           

Al Amane Assurances               Morocco        52% by UAP International       

AXA Canada Inc.                   Canada         100%                           

AXA Boreal Insurance Inc.         Canada         100% owned by Gestion Fracapar 
                     Inc

AXA Assurances Inc                Canada         100% owned by AXA Canada Inc   

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COMPANY                           COUNTRY        VOTING POWER                   
-------                           -------        ------------                   

AXA Insurance Inc                 Canada         100% owned by AXA Canada Inc.  
                                       and AXA Assurance Inc

Anglo Canada General Insurance    Canada         100% owned by AXA Canada Inc.  
Cy                                                                              

AXA Pacific Insurance Cy          Canada         100% by AXA Boreal Insurance   
                     Inc

AXA Boreal Assurances             Canada         100% by AXA Boreal Insurance   
Agricoles Inc                                    Inc                            

AXA Life Insurance                Japan          100%                           

Dongbu AXA Life                   Korea          50%                            
Insurance Co. Ltd.                                                              

Sime AXA Berhad                   Malaysia       30% owned by AXA-UAP and       
                                 AXA Reassurance

AXA Investment Holdings Pte Ltd   Singapore      100%                           

AXA Insurance                     Singapore      100% owned by AXA Investment   
                                  Holdings Pte Ltd

AXA Insurance                     Hong Kong      100% owned by AXA Investment   
                                  Holdings Pte Ltd

AXA Life Insurance                Hong Kong      100%                           

PT Asuransi AXA Indonesia         Indonesia      80%                            

The Equitable Companies           U.S.A.         58.7% of which AXA-UAP owns    
Incorporated                                     42.0%, Financiere 45, 3.2%,    
                                             Lorfinance 6.4%, AXA Equity
                                                & Law Life Association Society
                                               4.1% and AXA Reassurance 3.0%

The Equitable Life Assurance      U.S.A.         100% owned by The Equitable    
Society of the United States                     Companies Incorporated         
(ELAS)                                                                          

National Mutual Holdings Ltd      Australia      51% between AXA-UAP, 42.1%     
                                           and AXA Equity & Law Life
                                        Assurance Society 8.9%

The National Mutual Life          Australia      100% owned by National Mutual  
Association of Australasia Ltd                   Holdings Ltd                   

National Mutual International     Australia      100% owned by National Mutual  
Pty Ltd                                          Holdings Ltd                   

National Mutual (Bermuda) Ltd     Australia      100% owned by National Mutual  
                                       International Pty Ltd

National Mutual Asia Ltd          Australia      41% owned by National Mutual   
                                             Holdings Ltd, 20% by Datura
                                                Ltd and 13% by National Mutual
                                     Life Association of
                             Australasia

Australian Casualty & Life Ltd    Australia      100% owned by National Mutual  
                              Holdings Ltd

National Mutual Health            Australia      100% owned by National Mutual  
Insurance Pty Ltd                                Holdings Ltd                   

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COMPANY                           COUNTRY        VOTING POWER                   
-------                           -------        ------------                   

AXA Reassurance                   France         100% owned by AXA-UAP, AXA     
                                                Assurances Iard and AXA Global
                       Risks

AXA Re Finance                    France         79% owned by AXA Reassurance   

AXA Cessions                      France         100%                           

AXA Re Asia                       Singapore      100% owned by AXA Reassurance  

AXA Re U.K. Plc                   U.K.           100% owned by AXA Re U.K.      
                         Holding

AXA Re U.K. Holding               U.K.           100% owned by AXA Reassurance  

AXA Re U.S.A.                     U.S.A.         100% owned by AXA America      

AXA America                       U.S.A.         100% owned by AXA Reassurance  

AXA Space                         U.S.A.         80% owned by AXA America       

AXA Re Life                       U.S.A.         100% owned by AXA America      

C.G.R.M.                          Monaco         100% owned by AXA Reassurance  

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    AXA-UAP FINANCIAL BUSINESS

COMPANY                           COUNTRY        VOTING POWER                   
-------                           -------        ------------                   

Compagnie Financiere de Paris     France         97.2% (100% with Mutuals)      
(C.F.P.)                                                                        

AXA Banque                        France         98.7% owned by C.F.P.          

AXA Credit                        France         65% owned by C.F.P.            

AXA Gestion Interessement         France         100% owned by AXA Investment   
                          Managers

Sofapi                            France         100% owned by C.F.P.           

Soffim                            France         100% owned by C.F.P.           

Societe de Placements             France         98.8% with Mutuals             
Selectionnes S.P.S.                                                             

Presence et Initiative            France         100% with Mutuals              

Vamopar                           France         100% owned by Societe Beaujon  

Financiere Mermoz                 France         100%                           

AXA Investment Managers           France         100% by some AXA-UAP Group     
                           companies

AXA Asset Management              France         100% owned by AXA Investment   
Partenaires                                      Managers                       

AXA Investment Managers Paris     France         100% owned by AXA Investment   
                          Managers

AXA Asset Management              France         99.6% owned by AXA Investment  
Distribution                                     Managers                       

UAP Gestione Financiere           France         99.9 by AXA-UAP                

Assurinvestissements              France         50% by UAP Vie, 30% UAP        
                                      Collectives, 20% UAP
                                    Incendie-Accidents

Banque Worms                      France         51% by CFP and 49% by          
                                               three UAP insurance companies

Colonia Bausbykasse               Germany        97.8% by AXA-CKAG              

Banque Ippa                       Belgium        99.9% by Royale Belge          

Banque Bruxelles Lambert          Belgium        9.3% by Royale Belge, 3.1%     
                                            Royale Belge 1994, 0.2% by
                             AXA Belgium

AXA Equity & Law Home Loans       U.K.           100% owned by AXA Equity & Law 
                     Plc

AXA Equity & Law Commercial       U.K.           100% owned by AXA Equity & Law 
Loans                                            Plc Loans                      

Sun Life Asset Management         U.K.           66.7% owned by SLPH and 33.4%  
                                              by AXA Asset Management Ltd.

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COMPANY                           COUNTRY        VOTING POWER                   
-------                           -------        ------------                   

Alliance Capital Management       U.S.A.         57.9% held by ELAS             

Donaldson Lufkin & Jenrette       U.S.A.         76.2% owned by Equitable       
                                       Holdings LLC and ELAS

National Mutual Funds             Australia      100% owned by National         
Management (Global) Ltd                          Mutual Holdings Ltd            

National Mutual Funds             USA            100% by National Mutual Funds  
Management North America                         Management (Global) Ltd.       
Holding Inc.                                                                    

Cogefin                           Luxembourg     100% owned by AXA Belgium      

ORIA                              France         100% owned by AXA Millesimes   

AXA Oeuvres d'Art                 France         100% by Mutuals                

AXA Cantenac Brown                France         100%                           

AXA Suduiraut                     France         99.6% owned by AXA-UAP and     
                                 Societe Beaujon

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    AXA-UAP REAL ESTATE BUSINESS

COMPANY                           COUNTRY        VOTING POWER                   
-------                           -------        ------------                   

Prebail                           France         100% owned by AXA Immobilier   

Axamur                            France         100% by different companies    
                             and Mutuals

Parimmo                           France         100% by different companies    
                             and Mutuals

S.G.C.I.                          France         100% by different companies    
                             and Mutuals

Transaxim                         France         100% owned by S.G.C.I. and     
                        C.P.P.

Compagnie Parisienne de           France         100% owned by S.G.C.I.         
Participations (C.P.P.)                                                         

Monte Scopeto                     France         100% owned by C.P.P.           

Matipierre                        France         100% by different companies    

Securimo                          France         87.12% by different companies  
                             and Mutuals

Paris Orleans                     France         100% by different companies    
                                   AXA Courtage Iard

Colisee Bureaux                   France         100% by different companies    
                             and Mutuals

Colisee Premiere                  France         100% by different companies    
                             and Mutuals

Colisee Laffitte                  France         100% by Colisee Bureaux        

Fonciere Carnot Laforge           France         100% by Colisee Premiere       

Parc Camoin                       France         100% by Colisee Premiere       

Delta Point du Jour               France         100% owned by Matipierre       

Paroi Nord de l'Arche             France         100% owned by Matipierre       

Falival                           France         100% owned by AXA Reassurance  

Compagnie du Gaz d'Avignon        France         100% owned by AXA Assurances   
                      Iard

Ahorro Familiar                   France         44% owned by AXA Assurances    
                                              Iard, 1% by AXA Aurora Polar
                                       and 1% by AXA Seguros

Fonciere du Val d'Oise            France         100% owned by C.P.P.           

Sodarec                           France         100% owned by C.P.P.           

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COMPANY                           COUNTRY        VOTING POWER                   
-------                           -------        ------------                   

Centrexpo                         France         99.3% owned by C.P.P.          

Fonciere de la Ville du Bois      France         99.6% owned by Centrexpo       

Colisee Seine                     France         100% owned by different        
                           companies

Translot                          France         100% owned by SGCI             

Colisee Alpha                     France         100% owned by Colisee Bureaux  

Colisee Silly                     France         100% owned by Colisee Bureaux  

S.N.C. Dumont d'Urville           France         100% owned by Colisee Premiere 

Colisee Federation                France         100% by SGCI                   

Colisee Saint Georges             France         100% by SGCI                   

Drouot Industrie                  France         50% by SGCI and 50% by Axamur  

Colisee Vauban                    France         99.6% by Matipierre            

Fonciere Colisee                  France         100% by Matipierre and other   
                                                companies of the AXA-UAP Group

AXA Pierre S.C.I.                 France         97.6% owned by different       
                                       companies and Mutuals

AXA Millesimes                    France         85.4% owned by AXA-UAP and the 
                         Mutuals

Chateau Suduirault                France         100% owned by AXA Millesimes   

Diznoko                           Hungary        95% owned by AXA Millesimes    

Compagnie Fonciere Matignon       France         100% by different companies    
                             and Mutuals

Fidei                             France         20.7% owned by C.F.P. and      
                                 10.8% by Axamur

Fonciere Saint Sebastien          France         99.9% by UAP Vie               

Fonciere Vendome                  France         91% by different companies of  
                           the Group

La Holding Vendome                France         99.9% by AXA Global Risks      

10, boulevard Haussmann           France         69% by La Fonciere Vendome and 
                                         31% by AXA Conseil Iard

37-39 Le Peletier                 France         100% by AXA Courage Iard       

Ugici                             France         100% by different companies of 
                                            the AXA-UAP Group of which
                                  93.1% by UAP Vie

Ugicomi                           France         100% by different companies of 
                                            the AXA-UAP Group of which
                                  63.8% by UAP Vie

Ugif                              France         100% by different companies of 
                                            the AXA-UAP Group of which
                                            59.6% by UAP Vie and 32.6%
                                    by UAP Collectives

Ugil                              France         93.9% by different companies   
                                               of the AXA-UAP Group of which
                                  65.8% by UAP Vie

Ugipar                            France         100% by different companies    
                                               of the AXA-UAP Group of which
                                                39.4% by UAP Vie, 35.4% by AXA
                                                Courtage Iard and 20.8% by UAP
                             Collectives

AXA Immobiller                    France         100% by AXA UAP                

Quinta do Noval Vinhos S.A.       Portugal       99.6% owned by AXA Millesimes  

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    OTHER AXA-UAP BUSINESS

COMPANY                           COUNTRY        VOTING POWER                   
-------                           -------        ------------                   

A.N.F.                            France         95.4% owned by Finaxa          

Lucia                             France         20.6% owned by AXA Assurances  
                                          Iard and 8.6% by Mutuals

Schneider S.A.                    France         10.4%                          

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ORGANIZATION CHART OF EQUITABLE'S AFFILIATES  

NOTES 

1.     The year of formation or acquisition and state or country of             
incorporation of each affiliate is shown.                         

2.     The chart omits certain relatively inactive special purpose real estate  
 subsidiaries, partnerships, and joint ventures formed to operate or
     develop a single real estate property or a group of related properties,
and certain inactive name-holding corporations.                   

3.     All ownership interests on the chart are 100% common stock ownership     
  except: (a) The Equitable Companies Incorporated's 41.8% interest in
Donaldson, Lufkin & Jenrette, Inc. and Equitable Holdings, LLC's  
     34.4% interest in same; (b) as noted for certain partnership interests;
(c) Equitable Life's ACMC, Inc.'s and Equitable Capital Management
Corporation's limited partnership interests in Alliance Capital   
    Management L.P.; and (d) as noted for certain subsidiaries of Alliance
Capital Management Corp. of Delaware, Inc.                        

4.     The operational status of the entities shown as having been formed or    
   authorized but "not yet fully operational" should be checked with the
 appropriate operating areas, especially for those that are start-up
situations.                                                       

5.     The following entities are not included in this chart because, while     
    they have an affiliation with The Equitable, their relationship is not
the ongoing equity-based form of control and ownership that is    
      characteristic of the affiliations on the chart, and, in the case of the
     first two entities, they are under the direction of at least a majority
of "outside" trustees:                                            

The Hudson River Trust  
EQ Advisors Trust 
Separate Accounts 

6.     This chart was last revised on April 1, 1998.                            

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Item 27. Number of Contractowners                                               

    As of March 31, 1998,  there were 15,016 owners of  qualified  and
non-qualified contracts offered by the registrant under this Registration       
Statement (File No. 33-83750).                                                  

Item 28. Indemnification                                                        

Indemnification of Principal Underwriter                      

     To the extent permitted by law of the State of New York and subject
to all applicable requirements thereof, Equitable Distributors, Inc. has        
undertaken to indemnify each of its directors and officers who is made or       
threatened to be made a party to any action or proceeding, whether civil or     
criminal, by reason of the fact the director or officer, or his or her          
testator or intestate, is or was a director or officer of Equitable             
Distributors, Inc.                                                              

Undertaking                                                   

       Insofar as indemnification for liability arising under the Securities
Act of 1933 ("Act") may be permitted to directors, officers and controlling     
persons of the registrant pursuant to the foregoing provisions, or otherwise,   
the registrant has been advised that in the opinion of the Securities and       
Exchange Commission such indemnification is against public policy as expressed  
in the Act and is, therefore, unenforceable. In the event that a claim for      
indemnification against such liabilities (other than the payment by the         
registrant of expenses incurred or paid by a director, officer or controlling   
person of the registrant in the successful defense of any action, suit or       
proceeding) is asserted by such director, officer or controlling person in      
connection with the securities being registered, the registrant will, unless    
in the opinion of its counsel the matter has been settled by controlling        
precedent, submit to a court of appropriate jurisdiction the question whether   
such indemnification by it is against public policy as expressed in the Act     
and will be governed by the final adjudication of such issue.                   

Item 29. Principal Underwriters                                                 

       (a) Equitable Distributors, Inc., an indirect wholly-owned subsidiary
of Equitable, is the principal underwriter for Separate Account No. 45. The     
principal business address of Equitable Distributors, Inc. is 1290 Avenue of    
the Americas, NY, NY 10104.                                                     

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

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NAME AND PRINCIPAL                    POSITIONS AND OFFICES                     
BUSINESS ADDRESS                      WITH UNDERWRITER                          
----------------                      ----------------                          
Michael S. Martin                    Chairman of the Board,                   
                                Chief Executive Officer and Director

Michael F. McNelis                   President, Chief Operating Officer and   
    Director

Martin J. Telles                     Executive Vice president and Chief       
             Marketing Officer

Derry E. Bishop                      Executive Vice President and Director    

Harvey E. Blitz                      Executive Vice President and Director    

Thomas J. Duddy, Jr.                 Executive Vice President                 

Fred A. Folco                        Executive Vice President                 

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

Item 30. Location of Accounts and Records                                       

The records required to be maintained by Section 31(a) of the 
Investment Company Act of 1940 and Rules 31a-1 to 31a-3 thereunder are          
maintained by Equitable at 1290 Avenue of the Americas, New York,               

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New York 10104, 135 West 50th Street, New York, NY 10020, and 200 Plaza Drive,  
Secaucus, NJ 07096. The policies files will be kept at Vantage Computer System, 
Inc., 301 W. 11th Street, Kansas City, Mo. 64105.                               

Item 31. Management Services                                                    

Not applicable.                                               

Item 32. Undertakings                                                           

The Registrant hereby undertakes:                                               

  (a)      to file a post-effective amendment to this registration
              statement as frequently as is necessary to ensure that the
              audited financial statements in the registration statement
             are never more than 16 months old for so long as payments
         under the variable annuity contracts may be accepted;

       (b)      to include either (1) as part of any application to purchase
         a contract offered by the prospectus, a space that an
            applicant can check to request a Statement of Additional
     Information, or (2) a postcard or similar written
               communication affixed to or included in the prospectus that
       the applicant can remove to send for a Statement of
Additional Information;                     

     (c)      to deliver any Statement of Additional Information and any
            financial statements required to be made available under
    this Form promptly upon written or oral request.

Equitable represents that the fees and charges deducted under the Certificates  
described in this Registration Statement, in the aggregate, in each case, are   
reasonable in relation to the services rendered, the expenses to be incurred,   
and the risks assumed by Equitable under the respective Certificates. Equitable 
bases its representation on its assessment of all of the facts and              
circumstances, including such relevant factors as: the nature and extent of     
such services, expenses and risks, the need for Equitable to earn a profit, the 
degree to which the Certificates include innovative features, and regulatory    
standards for the grant of exemptive relief under the Investment Company Act of 
1940 used prior to October 1996, including the range of industry practice. This 
representation applies to all certificates sold pursuant to this Registration   
Statement, including those sold on the terms specifically described in the      
prospectuses contained herein, or any variations therein, based on supplements, 
endorsements, data pages, or riders to any certificate or prospectus, or        
otherwise.                                                                      

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SIGNATURES  

          As required by the Securities  Act of 1933 and the Investment  Company
Act of 1940,  the  Registrant  certifies  that it  meets  the  requirements  of 
Securities Act Rule 485(b) for  effectiveness of this Registation  Statement and
has caused this  amendment  to the  Registration  Statement  to be signed on its
behalf, in the City and State of New York, on this 1st day of May, 1998.        

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

                                  By: The Equitable Life Assurance
                                      Society of the United States

                          By: /s/ Jerome S. Golden
                                         ---------------------------------
                          Jerome S. Golden
                                   Executive Vice President,
                                   Product Management Group,
                                      The Equitable Life Assurance
                                      Society of the United States

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SIGNATURES

      As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Depositor certifies that it meets the requirements of          
Securities Act Rule 485(b) for effectiveness of this amendment to the           
Registration Statement caused this amendment to the Registration Statement to be
signed on its behalf, in the City and State of New York, on this 1st day of     
May, 1998.                                                                      

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

                          By: /s/ Jerome S. Golden
                                         ---------------------------------
                          Jerome S. Golden
                                   Executive Vice President,
                                   Product Management Group,
                                      The Equitable Life Assurance
                                      Society of the United States

      As required by the Securities Act of 1933 and the Investment Company
Act of 1940, this registration statement or amendment thereto has been signed by
the following persons in the capacities and on the date indicated:              

PRINCIPAL EXECUTIVE OFFICERS:                                                   
Edward D. Miller                Chairman of the Board, Chief Executive Officer  
and Director    

Michael Hegarty                 President, Chief Operating Officer and Director 

PRINCIPAL FINANCIAL OFFICER:                                                    

Stanley B. Tulin                Vice Chairman of the Board, Chief Financial     
    Officer and Director

PRINCIPAL ACCOUNTING OFFICER:                                                   

/s/ Alvin H. Fenichel           Senior Vice President and Controller            
---------------------------                                                     
Alvin H. Fenichel                                                               
May 1, 1998                                                                     

DIRECTORS:                                                                      
Francoise Colloc'h      Donald J. Greene               George T. Lowy           
Henri de Castries       John T. Hartley                Edward D. Miller         
Joseph L. Dionne        John H.F. Haskell, Jr.         Didier Pineau-Valencienne
Denis Duverne           Michael Hegarty                George J. Sella, Jr.     
William T. Esrey        Mary R. (Nina) Henderson       Stanley B. Tulin         
Jean-Rene Fourtou       W. Edwin Jarmain               Dave H. Williams         
Norman C. Francis       G. Donald Johnston, Jr.                                 

By: /s/ Jerome S. Golden                                                        
------------------------                                                  
Jerome S. Golden                                                
Attorney-in-Fact                                                
May 1, 1998                                                     

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EXHIBIT INDEX 

                                                        [Enlarge/Download Table]

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

3(c)         Letter of Agreement for Distribution Agreement among The      EX-99.3c DIST AGREE
             Equitable Life Assurance Society of the United States and EQ                     
             Financial Consultants, Inc., dated April 20, 1998.                               

 4(r)        Form of Endorsement applicable to Defined                                        
             Benefit Qualified Plan Certificates                                              
             No. 98ENDQPI.                                                 EX-99.4r ENDORSE   

10(a)        Consent of Price Waterhouse LLP                               EX-99.10a CONSENT  

  (b)        Powers of Attorney                                            EX-99.10b POW ATTY