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<SEC-DOCUMENT>0000950136-04-001306.txt : 20040427
<SEC-HEADER>0000950136-04-001306.hdr.sgml : 20040427
<ACCEPTANCE-DATETIME>20040427162135
ACCESSION NUMBER:		0000950136-04-001306
CONFORMED SUBMISSION TYPE:	N-3
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20040427

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES /NY/
		CENTRAL INDEX KEY:			0000727920
		STANDARD INDUSTRIAL CLASSIFICATION:	INSURANCE AGENTS BROKERS & SERVICES [6411]
		IRS NUMBER:				135570651
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		N-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-114910
		FILM NUMBER:		04757268

	BUSINESS ADDRESS:	
		STREET 1:		1290 AVENUE OF THE AMERICAS
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10104
		BUSINESS PHONE:		2125541234

	MAIL ADDRESS:	
		STREET 1:		787 SEVENTH AVE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019
</SEC-HEADER>
<DOCUMENT>
<TYPE>N-3
<SEQUENCE>1
<FILENAME>file001.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>
<PAGE>


                                                   Registration No. 333-


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                   FORM N-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                    [X]


           Pre-Effective Amendment No.
                                       _____



           Post-Effective Amendment No.                                    [ ]
                                       -----


                                    AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940            [ ]

           Amendment No. _____                                             [ ]

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

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

           THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                          (Name of Insurance Company)
             1290 Avenue of the Americas, New York, New York 10104
         (Address of Insurance Company's Principal Executive Offices)
             Telephone Number, including Area Code: (212) 554-1234

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

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

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

                 Please send copies of all communications to:
                              PETER E. PANARITES
                                 Foley & Lardner
                               Washington Harbour
                            3000 K Street, Northwest
                             Washington, D.C. 20007

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


                     CALCULATION OF REGISTRATION FEE UNDER
                           THE SECURITIES ACT OF 1933


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Title of Securities Being    Amount Being       Proposed Maximum            Proposed Maximum         Amount of Registration
       Registered             Registered     Offering Price per Unit    Aggregate Offering Price*              Fee
- ----------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                    <C>                       <C>                           <C>
    Units of Interest
   Under Group Annuity
       Contract             $20,000,000           $.0001267(1)               $20,000,000(1)                 $2,534
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>


* Estimated solely for purpose of determining the registration fee.

(1) The Contract does not provide for a predetermined amount or number of units


Pursuant to Rule 429 promulgated under the Securities Act of 1933, as amended,
the prospectus contained in this Registration Statement is also made part of
Registration Statement File No. 333-86472 of the Registrant.

Approximate Date of Proposed Public Offering: as soon as practicable after the
effective date of the registration statement.

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


<PAGE>


                                               [MEMBERS RETIREMENT PROGRAM LOGO]
- --------------------------------------------------------------------------------

MAY 1, 2004


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


ALLIANCE BALANCED FUND             [GRAPHIC OMITTED]
- ----------------------------------------------------
ALLIANCE GROWTH EQUITY FUND
- ----------------------------------------------------
ALLIANCE MID CAP GROWTH FUND
- ----------------------------------------------------
EQ/ALLIANCE INTERMEDIATE GOVERNMENT
SECURITIES FUND
- ----------------------------------------------------
EQ/ALLIANCE INTERNATIONAL FUND
- ----------------------------------------------------
EQ/EQUITY 500 INDEX FUND
- ----------------------------------------------------
EQ/SMALL COMPANY INDEX FUND
- ----------------------------------------------------
EQ/BERNSTEIN DIVERSIFIED
VALUE FUND                         [GRAPHIC OMITTED]
- ----------------------------------------------------

                                   EQ/CALVERT SOCIALLY
                                   RESPONSIBLE FUND          [GRAPHIC OMITTED]
                                   ---------------------------------------------
                                   EQ/CAPITAL GUARDIAN       [GRAPHIC OMITTED]
                                   INTERNATIONAL FUND
                                   ---------------------------------------------
                                   EQ/CAPITAL GUARDIAN RESEARCH FUND
                                   ---------------------------------------------
                                   EQ/CAPITAL GUARDIAN U.S. EQUITY FUND
                                   ---------------------------------------------
                                   EQ/FI SMALL/MID CAP
                                   VALUE FUND
                                   ---------------------------------------------
                                   EQ/TECHNOLOGY FUND        [GRAPHIC OMITTED]
                                   ---------------------------------------------


EQ/MFS EMERGING GROWTH
COMPANIES FUND                     [GRAPHIC OMITTED]
- ----------------------------------------------------
GUARANTEED RATE ACCOUNTS           [GRAPHIC OMITTED]
- ----------------------------------------------------
MONEY MARKET GUARANTEE ACCOUNT
- ----------------------------------------------------

- --------------------------------------------------------------------------------
 THIS BOOKLET CONTAINS A PROSPECTUS RELATING TO THE MEMBERS RETIREMENT PROGRAM
 CONTRACT WHICH IS ISSUED BY THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED
 STATES AND PROSPECTUSES FOR AXA PREMIER VIP TRUST AND EQ ADVISORS TRUST.
- --------------------------------------------------------------------------------





<PAGE>

Members Retirement Program
PROSPECTUS DATED MAY 1, 2004
- --------------------------------------------------------------------------------

Please read this prospectus and keep it for future reference. It contains
important information you should know before participating in the Program or
allocating amounts under the contract.

ABOUT THE MEMBERS RETIREMENT PROGRAM

The Program provides members of certain groups and other eligible persons
several plans for the accumulation of retirement savings on a tax-deferred
basis. Through trusts ("trusts") maintained under these plans, you can allocate
contributions among the investment options offered under the Program. There are
currently 18 investment options under the Program including: 3-year and 5-year
Guaranteed Rate Accounts and the Money Market Guarantee Account (the "guaranteed
options"), and 15 investment funds (the "Funds").

WHAT IS THE MEMBERS RETIREMENT PROGRAM CONTRACT?

The Members Retirement Program contract is a group annuity contract issued by
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES. Contributions to the
trusts maintained under the plans will be allocated among our investment funds
and guaranteed options in accordance with participant instructions.


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
INVESTMENT OPTIONS
- --------------------------------------------------------------------------------
<S>                                  <C>
PRINCIPAL PROTECTION:                SMALL/MID COMPANY STOCKS:
 o Guaranteed Rate Accounts          o Alliance Mid Cap Growth
 o Money Market Guarantee              Fund
   Account                           o EQ/Small Company Index Fund
                                     o EQ/FI Small/Mid Cap Value
LARGE COMPANY STOCKS:                  Fund
o Alliance Growth Equity Fund(1)
o EQ/Bernstein Diversified Value     BALANCED/HYBRID:
  Fund                               o Alliance Balanced Fund
o EQ/Calvert Socially
  Responsible Fund                   INTERNATIONAL STOCKS:
o EQ/Capital Guardian                o EQ/Alliance International
  Research Fund                        Fund
o EQ/Capital Guardian U.S.           o EQ/Capital Guardian
  Equity Fund                          International Fund
o EQ/Equity 500 Index Fund
o EQ/MFS Emerging Growth             FIXED INCOME:
  Companies Fund                     o EQ/Alliance Intermediate
o EQ/Technology Fund(2)                Government Securities Fund
- --------------------------------------------------------------------------------
</TABLE>



 (1)   There is no capitalization constraint on this Fund. The capitalization
       size of the Fund is driven by stock selection. Currently, the Fund may be
       considered to be large capitalization.

 (2)   Subject to shareholder approval, on or about May 14, 2004, we anticipate
       that the EQ/Technology investment option of EQ Advisors Trust will be
       merged into the AXA Premier VIP Technology investment option of AXA
       Premier VIP Trust. See "Combination of certain investment options" later
       in this prospectus.


The Alliance Growth Equity, Alliance Mid Cap Growth and Alliance Balanced Funds
are managed by Equitable Life. Each of the other Funds invests in shares of a
corresponding portfolio ("Portfolio") of AXA Premier VIP Trust and EQ Advisors
Trust (the "Trusts"). You should also read the prospectuses for the Trusts and
keep them for future reference.


GUARANTEED OPTIONS. The guaranteed options we offer include a 3-year Guaranteed
Rate Account and 5-year Guaranteed Rate Account, and the Money Market Guarantee
Account.

We have filed registration statements relating to this offering with the
Securities and Exchange Commission. A Statement of Additional Information
("SAI"), dated May 1, 2004, which is part of one of the registration statements,
is available free of charge upon request by writing to us or calling us
toll-free. The SAI has been incorporated by reference into this prospectus. The
table of contents for the SAI and a request form to obtain the SAI appear at the
end of this prospectus. You may also obtain a copy of this prospectus and the
SAI through the SEC Website at http://www.sec.gov.


THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES 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.

                                                                       92995/MRP


<PAGE>

Contents of this prospectus

- -----
Contents of this prospectus   1
- --------------------------------------------------------------------------------



MEMBERS RETIREMENT PROGRAM


<TABLE>
<CAPTION>
- ----------------------------------------------------
<S>                                          <C>
Index of key words and phrases                3
The Program at a glance - key features        4
Employer choice of retirement plans           4
Plan features                                 4
The Contract at a glance - key features       5


1
- ----------------------------------------------------
FEE TABLE                                     7
- ------------------------------------------    -
Examples                                      9
Condensed financial information              11
Financial statements of investment funds     11

2
- ----------------------------------------------------
INVESTMENT OPTIONS                           12
- ----------------------------------------------------
The Funds                                    12
Risks of investing in the funds              16
Additional information about the funds       18
The guaranteed options                       18

3
- ----------------------------------------------------
HOW WE VALUE YOUR ACCOUNT BALANCE IN
THE FUNDS                                    20
- ----------------------------------------------------
For amounts in the Funds                     20

</TABLE>



- --------------------------------------------------------------------------------
When we use the words "we," "us" and "our," we mean Equitable Life.
Please see the index of key words and phrases used in this prospectus. The
index will refer you to the page where particular terms are defined or
explained.

When we address the reader of this prospectus with words such as "you" and
"your," we generally mean the individual participant in one or more of the plans
available in the Program unless otherwise explained. For example, "The Program"
section of the prospectus is primarily directed at the employer. "You" and
"your" also can refer to the plan participant when the contract owner has
instructed us to take participant in plan instructions as the contract owner's
instructions under the contract, for example see "Transfers and access to your
account."



<PAGE>


- ----------
Contents of this prospectus   2
- --------------------------------------------------------------------------------


<TABLE>
<S>                                                      <C>
4
- -------------------------------------------------------------
TRANSFERS AND ACCESS TO YOUR ACCOUNT                     21
- -------------------------------------------------------------
Transfers among investment options                       21
Disruptive transfer activity                             21
Our Account Investment Management System (AIMS)          22
Participant loans                                        22
Choosing benefit payment options                         22
Spousal consent                                          23
Benefits payable after the death of a participant        23
- -------------------------------------------------------------

5
- -------------------------------------------------------------
THE PROGRAM                                              25
- -------------------------------------------------------------
Summary of plan choices                                  25
Getting started                                          26
How to make Program contributions                        26
Allocating Program contributions                         26
Distributions from the investment options                26
Rules applicable to participant distributions            27

6
- -------------------------------------------------------------
CHARGES AND EXPENSES                                     28
- -------------------------------------------------------------
Charges based on amounts invested in the Program         28
Plan and transaction expenses                            29
Individual annuity charges                               29
Charges for state premium and other applicable taxes     29
Fees paid to associations                                29
General information of fees and charges                  29


7
- -------------------------------------------------------------
TAX INFORMATION                                          30
- -------------------------------------------------------------
Buying a contract to fund a retirement arrangement       30
Income taxation of distributions to qualified plan
   participants                                          30
Other tax consequences                                   31


8
- -------------------------------------------------------------
MORE INFORMATION                                         32
- -------------------------------------------------------------
About Program changes or terminations                    32
IRS disqualification                                     32
About the separate accounts                              32
Combination of certain investment options                32
About legal proceedings                                  32
About our independent auditors                           32
About the Trustee                                        33
Reports we provide and available information             33
Acceptance                                               33

- -------------------------------------------------------------
APPENDIX I: CONDENSED FINANCIAL
INFORMATION                                             A-1
- -------------------------------------------------------------

- -------------------------------------------------------------
TABLE OF CONTENTS OF STATEMENT OF
ADDITIONAL INFORMATION                                  S-1
- -------------------------------------------------------------

- -------------------------------------------------------------
About Equitable Life                        inside back cover
How to reach us                                    back cover
- -------------------------------------------------------------
</TABLE>



<PAGE>



- ------
Members Retirement Program  3
- --------------------------------------------------------------------------------

INDEX OF KEY WORDS AND PHRASES

Below is an index of key words and phrases used in this prospectus. The index
will refer you to the page where particular terms are defined or explained. This
index should help you locate more information on the terms used in this
prospectus.



<TABLE>
<CAPTION>
                                               PAGE
<S>                                   <C>
AIMS                                                22
beneficiary                                         23
benefit payment options                             22
business day                                        22
contract                                            25
corresponding portfolios                   front cover
disruptive transfer activity                        21
eligible rollover distributions                     30
Equitable Life                              back cover
GRAs                                                19
guaranteed options                                  18
individually designed plan                          25
IRA                                                 30
investment funds                           front cover
investment options                                  12
market timing                                       21
Master Trust                                        25
Money Market Guarantee Account                      19
Pooled Trust                                        25
Program                                             25
separate accounts                                   32
Trusts                                     front cover
unit value                                         20
unit                                               20
Volume Submitter Plan                              25
Volume Submitter Retirement Trust                  25
3-year GRA                                         19
5-year GRA                                         19
</TABLE>





<PAGE>

- ----
Members Retirement Program  4
- --------------------------------------------------------------------------------

THE PROGRAM AT A GLANCE - KEY FEATURES

EMPLOYER CHOICE OF RETIREMENT PLANS

Our Members Retirement Plan is a defined contribution master plan that can be
adopted as a profit-sharing plan (401(k), SIMPLE 401(k) and safe harbor 401(k)
features are available) and a defined contribution pension plan, or both. The
Plan is designed to comply with the requirements of Section 404(c) of the
Employee Retirement Income Security Act of 1974 ("ERISA"). The Program's
investment options are the only investment choices under the Members Retirement
Plan.


Our Volume Submitter Plan is a defined contribution plan that can be adopted as
a profit-sharing plan (new comparability or age weighted) with or without 401(k)
features. The Program's investment options are the only investment choices under
the Volume Submitter Plan.


Our Pooled Trust for Individually Designed Plans, which invests through our
Investment Only arrangement, allows you to use the investment options in the
Program through our Pooled Trust.

PLAN FEATURES

MEMBERS RETIREMENT PLAN:

o    The Program investment options are the only investment choices.

o    Plan-level and participant-level recordkeeping, benefit payments, tax
     withholding and reporting provided.

o    Use of our Master Trust.

o    No minimum amount must be invested.

o    5500 reporting.

o    Automatic updates for law changes.


VOLUME SUBMITTER PLAN:

o    Program investment options used as the only investment choices.

o    Plan-level and participant-level recordkeeping, benefit payments, tax
     withholding and reporting provided.

o    Use of our Volume Submitter Retirement Trust.

o    No minimum amount must be invested.

o    5500 reporting.

o    Automatic updates for law changes (requires employer adoption).


INVESTMENT ONLY:

o    Our Pooled Trust is used for investment only.

o    Recordkeeping services provided for plan assets in Pooled Trust.

PLAN CHARGES AND EXPENSES:

o    Plan and transaction charges vary by type of plan adopted, or by specific
     transaction.

TAX ADVANTAGES:

o    On earnings

     No tax on investment earnings until withdrawn.

o    On transfer

     No tax on internal transfers.

TAX NOTE:

o    Because you are purchasing or contributing to an annuity contract to fund a
     retirement plan qualified under section 401 of the Internal Revenue Code
     (the "Code") you should be aware that the contract meets Code qualification
     requirements but does not provide tax deferral benefits beyond those
     already provided by the Code. You should consider whether the contract's
     features and benefits beyond tax deferral meet your needs and goals. You
     may also want to consider the features, benefits and costs of the contract
     relative to other types of arrangements. (For more information, see "Tax
     information" later in the prospectus for your specific type of retirement
     arrangement).

ADDITIONAL FEATURES FOR AMOUNTS HELD IN THE TRUST:

o    Toll-free number available for transfers and account information.

o    Internet website access to account information and transactions

o    Participant loans (if elected by your employer; some restrictions apply).



<PAGE>

- -----
Members Retirement Program  5
- --------------------------------------------------------------------------------

o    Regular statements of account.

o    Retirement Program Specialist and Account Executive support.

o    Daily valuation of accounts.



<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
                                             MEMBERS
                                             RETIREMENT
                                             PLAN AND                    POOLED TRUST FOR
                                             VOLUME                      INDIVIDUALLY
                                             SUBMITTER PLAN              DESIGNED PLANS
- ------------------------------------------------------------------------------------------------------
<S>                                          <C>                         <C>
WHO SELECTS INVESTMENTS?                     Participant.                Participant or Trustee,
                                                                         as specified under your
                                                                         Plan.
- ------------------------------------------------------------------------------------------------------
ARE LOANS AVAILABLE?                         Yes, if permitted under     Yes, if permitted under
                                             your Plan.                  your Plan.
- ------------------------------------------------------------------------------------------------------
WHEN ARE YOU ELIGIBLE FOR DISTRIBUTIONS?     Upon retirement,            Benefits depend upon
                                             death, disability or        the terms of your Plan.
                                             termination of
                                             employment.
- ------------------------------------------------------------------------------------------------------
</TABLE>


CONTRACT AT A GLANCE - KEY FEATURES

CONTRIBUTIONS:

o    Can be allocated to any one option or divided among them.

o    Must be made by check or money order payable to Equitable Life.

o    Must be sent along with a Contribution Remittance Form.

o    Are credited on the day of receipt if accompanied by properly completed
     forms.

TRANSFERS AMONG INVESTMENT OPTIONS:

o    Generally, amounts may be transferred among the investment options at any
     time.

o    Transfers may be made by telephone on AIMS or on our Internet Website.


o    There is no charge for transfers and no tax liability.

o    Transfers from the Guaranteed Rate Accounts may not be made prior to
     maturity.

CHARGES AND EXPENSES:

o    Program expense charge assessed against combined value of Program assets in
     the Trust.

o    Investment management and accounting fees and other expenses charged on an
     investment fund-by-fund basis, as applicable.

o    Record maintenance and report fee

o    Enrollment fee

o    Annuity administrative charge

o    Indirectly, charges of underlying investment vehicles for investment
     management, 12b-1 fees and other expenses.


PROFESSIONAL INVESTMENT MANAGEMENT:

Through the investment funds under our contract we make available these
professional investment managers who advise or sponsor the different Funds:


o    Alliance Capital Management L.P.

o    Alliance Capital Management L.P., through its Bernstein Investment Research
     and Management (unit of Alliance Capital Management, L.P.)

o    Brown Capital Management, Inc.



<PAGE>

- ----------
 Members Retirement Program  6
- --------------------------------------------------------------------------------

o    Calvert Asset Management Company, Inc.

o    Capital Guardian Trust Company

o    Fidelity Management & Research Company


o    Firsthand Capital Management, Inc.


o    MFS Investment Management


o    RCM Capital Management LLC

o    Wellington Management Company, LLP

BENEFIT PAYMENT OPTIONS:


o    Lump sum.

o    Installments on a time certain or dollar certain basis.

o    Variety of annuity benefit payout options as available under your
     employer's plan.

o    Fixed or variable annuity options available.


GUARANTEED OPTIONS:


The three guaranteed options include two Guaranteed Rate Accounts and a Money
Market Guarantee Account.


Members Retirement Program


<PAGE>

1
Fee table


- --------
Fee table  7
- --------------------------------------------------------------------------------

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

The first table describes fees and expenses that you will pay if you purchase an
annuity payout option. WHEN YOU PURCHASE OR REDEEM UNITS OF ANY OF THE
INVESTMENT FUNDS, YOU WILL PAY NO SALES LOAD, NO DEFERRED SALES CHARGE, NO
SURRENDER FEES AND NO TRANSFER OR EXCHANGE FEES. Charges designed to approximate
certain taxes that may be imposed on us, such as premium taxes in your state,
may also apply. Charges for certain features shown in the fee table are mutually
exclusive.

- --------------------------------------------------------------------------------
CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE IF YOU PURCHASE AN ANNUITY PAYOUT
OPTION
- --------------------------------------------------------------------------------
Charge if you purchase an annuity payout option                             $350


The next table describes the fees and expenses that you will pay periodically
during the time that you own the contract, not including the underlying trust
portfolio fees and expenses.

- --------------------------------------------------------------------------------
CHARGES WE DEDUCT FROM YOUR INVESTMENT FUNDS EXPRESSED AS AN ANNUAL PERCENTAGE
OF DAILY NET ASSETS

- --------------------------------------------------------------------------------
Maximum program expense charge(1)                                          1.00%
Maximum program-related Other expenses                                     0.42%
Maximum program-related Investment management and accounting fees(2)       0.65%


- --------------------------------------------------------------------------------
CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE AT THE END OF EACH CALENDAR QUARTER
- --------------------------------------------------------------------------------
Record maintenance and report fee:                                         $3.75

- --------------------------------------------------------------------------------
CHARGES WE MAY DEDUCT FROM YOUR ACCOUNT VALUE
- --------------------------------------------------------------------------------
Enrollment fee:(3)                                           $25 per participant

- --------------------------------------------------------------------------------
CHARGES WE DEDUCT FROM AMOUNTS IN THE GRAS AND THE MONEY MARKET GUARANTEE
ACCOUNT
- --------------------------------------------------------------------------------
Maximum program expense charge(1)                                           1.00


A proportionate share of all fees and expenses paid by a "Portfolio" that
corresponds to any investment fund of the Trusts to which monies are allocated
also applies. The table below shows the lowest and highest total operating
expenses (as of December 31, 2003) charged by any of the Portfolios that apply
periodically during the time that you own the contract. These fees and expenses
are reflected in the investment funds' net asset value each day. Therefore, they
reduce the investment return of the fund and the related investment option.
Actual fees and expenses are likely to fluctuate from year to year. More detail
concerning each Portfolio's fees and expenses is contained in the prospectuses
for the Trusts.
- --------------------------------------------------------------------------------



- --------------------------------------------------------------------------------
PORTFOLIO OPERATING EXPENSES EXPRESSED AS AN ANNUAL PERCENTAGE OF AVERAGE DAILY
ASSETS
- --------------------------------------------------------------------------------
Total Annual Portfolio Operating Expenses for
     2003 (expenses that are deducted                  Lowest       Highest
from Portfolio assets including management
     fees, 12b-1 fees, and/or other expenses)           0.56%         2.28%





<PAGE>

- --------
Fee table  8
- --------------------------------------------------------------------------------



PORTFOLIO OPERATING EXPENSES AND SEPARATE ACCOUNT EXPENSES EXPRESSED AS AN
ANNUAL PERCENTAGE OF AVERAGE DAILY NET ASSETS FOR EQ/ALLIANCE INTERMEDIATE
GOVERNMENT SECURITIES, EQ/ALLIANCE INTERNATIONAL, EQ/BERNSTEIN DIVERSIFIED
VALUE, EQ/CALVERT SOCIALLY RESPONSIBLE, EQ/CAPITAL GUARDIAN INTERNATIONAL,
EQ/CAPITAL GUARDIAN RESEARCH, EQ/CAPITAL GUARDIAN U.S. EQUITY, EQ/EQUITY 500
INDEX, EQ/FI SMALL/MID CAP VALUE, EQ/MFS EMERGING GROWTH COMPANIES, EQ/SMALL
COMPANY INDEX AND EQ/TECHNOLOGY* FUNDS.



<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------------------
                                                                 TRUST RELATED EXPENSES
                                                                            NET TOTAL                         NET TOTAL
                                                                             ANNUAL                            ANNUAL
                                                                            EXPENSES        FEE WAIVERS       EXPENSES
                                   INVESTMENT                                BEFORE           AND/OR           AFTER
                                     MGMT.          OTHER        12b-1      EXPENSE          EXPENSE          EXPENSE
                                    FEES(4)     EXPENSES(5)     FEE(6)     LIMITATION   REIMBURSEMENTS(7)   LIMITATIONS
- --------------------------------------------------------------------------------------------------------------------------
<S>                              <C>           <C>           <C>         <C>           <C>                 <C>
EQ ADVISORS TRUST:
EQ/Alliance Intermediate
  Government Securities          0.49%         0.08%          0.25%      0.82%           0.00%              0.82%
EQ/Alliance International        0.74%         0.13%          0.00%      0.87%          (0.02)%             0.85%
EQ/Bernstein Diversified Value   0.64%         0.06%          0.25%      0.95%           0.00%              0.95%
EQ/Calvert Socially
  Responsible                    0.65%         0.55%          0.25%      1.45%          (0.40)%             1.05%
EQ/Capital Guardian
  International                  0.85%         0.21%          0.25%      1.31%          (0.11)%             1.20%
EQ/Capital Guardian Research     0.65%         0.07%          0.25%      0.97%          (0.02)%             0.95%
EQ/Capital Guardian U.S.
  Equity                         0.65%         0.07%          0.25%      0.97%          (0.02)%             0.95%
EQ/Equity 500 Index              0.25%         0.06%          0.25%      0.56%           0.00%              0.56%
EQ/FI Small/Mid Cap Value        0.75%         0.10%          0.25%      1.10%           0.00%              1.10%
EQ/MFS Emerging Growth
  Companies                      0.65%         0.07%          0.25%      0.97%           0.00%              0.97%
EQ/Small Company Index           0.25%         0.35%          0.25%      0.85%           0.00%              0.85%
EQ/Technology*                   0.90%         0.09%          0.25%      1.24%          (0.09)%             1.15%
 AXA PREMIER VIP TRUST:
AXA Premier VIP Technology*      1.20%         0.83%          0.25%      2.28%          (0.43)%             1.85%

<CAPTION>

- ---------------------------------------------------------------------------------
                                                                        TOTAL
                                      PROGRAM RELATED EXPENSES        EXPENSES
                                   PROGRAM                               NET
                                   EXPENSE       OTHER                 TOTAL
                                   CHARGE    EXPENSES(8)     TOTAL    EXPENSES
- ---------------------------------------------------------------------------------
<S>                              <C>        <C>           <C>        <C>
EQ ADVISORS TRUST:
EQ/Alliance Intermediate
  Government Securities           1.00%     0.42%         1.42%      2.24%
EQ/Alliance International         1.00%     0.35%         1.35%      2.20%
EQ/Bernstein Diversified Value    1.00%     0.36%         1.36%      2.31%
EQ/Calvert Socially
  Responsible                     1.00%     0.35%         1.35%      2.40%
EQ/Capital Guardian
  International                   1.00%     0.35%         1.35%      2.55%
EQ/Capital Guardian Research      1.00%     0.38%         1.38%      2.33%
EQ/Capital Guardian U.S.
  Equity                          1.00%     0.34%         1.34%      2.29%
EQ/Equity 500 Index               1.00%     0.34%         1.34%      1.90%
EQ/FI Small/Mid Cap Value         1.00%     0.38%         1.38%      2.48%
EQ/MFS Emerging Growth
  Companies                       1.00%     0.34%         1.34%      2.31%
EQ/Small Company Index            1.00%     0.32%         1.32%      2.17%
EQ/Technology*                    1.00%     0.36%         1.36%      2.51%
 AXA PREMIER VIP TRUST:
AXA Premier VIP Technology*       1.00%     0.36%         1.36%      3.21%
</TABLE>


*     The EQ/Technology investment option will be merged into the AXA Premier
      VIP Technology investment option. See "Combination of certain investment
      options" later in this prospectus.

POOLED TRUST OPERATING EXPENSES EXPRESSED AS AN ANNUAL PERCENTAGE OF AVERAGE
DAILY NET ASSETS FOR ALLIANCE GROWTH EQUITY, MID CAP GROWTH AND BALANCED FUNDS














<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
                                                PROGRAM
                                                EXPENSE
                         MANAGEMENT FEE         CHARGE         OTHER EXPENSES        TOTAL
- -----------------------------------------------------------------------------------------------
<S>                         <C>                  <C>          <C>                   <C>
Alliance Growth Equity      0.50%                1.00%          0.19%(1)            1.69%
Alliance Mid Cap Growth     0.65%                1.00%          0.13%(1)            1.78%
Alliance Balanced           0.50%                1.00%          0.21%(1)            1.71%
- -----------------------------------------------------------------------------------------------
</TABLE>



(1)   This charge is also applied against assets in the guaranteed rate accounts
      and money market guarantee account.


(2)   These fees apply only to the Alliance Growth Equity, Alliance Mid Cap
      Growth and Alliance Balanced Funds and will fluctuate from year to year
      and from fund to fund based on the assets in each fund. See the tables
      that provide the expenses of each individual investment fund later in this
      prospectus.




<PAGE>
- -----
Fee table  9
- --------------------------------------------------------------------------------

(3)   This fee is charged to your employer. If your employer fails to pay this
      charge, we may deduct the amount from subsequent contributions or from
      your account value.


(4)   The management fees and administrative fees for each portfolio cannot be
      increased without a vote of each portfolio's shareholders.

(5)   The amounts shown as "Other Expenses" will fluctuate from year to year
      depending on actual expenses. See column entitled "Fee waivers and/or
      expense reimbursements" and footnote (8) for any expense limitation
      agreements information.

(6)   The Class IB shares of the Trusts are subject to fees imposed under
      distribution plans (herein, the "Rule 12b-1 Plans") adopted by the Trusts
      pursuant to Rule 12b-1 under the Investment Company Act of 1940, as
      amended.

(7)   The amounts shown reflect any fee waivers and/or expense reimbursements
      that applied to each Portfolio. A "-" indicates that there is no expense
      limitation in effect. "0.00%" indicates that the expense limitation
      arrangement did not result in a fee waiver reimbursement. Equitable Life,
      the investment manager of AXA Premier VIP Trust and EQ Advisors Trust, has
      entered into Expense Limitation Agreements with respect to certain
      Portfolios, which are effective through April 30, 2005. Under these
      agreements, Equitable Life has agreed to waive or limit its fees and
      assume other expenses of certain Portfolios, if necessary, in an amount
      that limits each affected Portfolio's total Annual Expenses (exclusive of
      interest, taxes, brokerage commissions, capitalized expenditures and
      extraordinary expenses) to not more than specified amounts. Each Portfolio
      may at a later date make a reimbursement to Equitable Life for any of the
      management fees waived or limited and other expenses assumed and paid by
      Equitable Life pursuant to the expense limitation agreement provided that
      the Portfolio's current annual operating expenses do not exceed the
      operating expense limit determined for such Portfolio. See the Prospectus
      for each applicable underlying Trust for more information about the
      arrangements. In addition, a portion of the brokerage commissions of
      certain Portfolios of EQ Advisors Trust and AXA Premier VIP Trust is used
      to reduce the applicable Portfolio's expenses. If the table reflected both
      the expense limitation arrangements plus the portion of the brokerage
      commissions used to reduce Portfolio expenses, the net expenses would be
      as shown in the table below:



<TABLE>
<CAPTION>
         -----------------------------------------------
         PORTFOLIO NAME
         -----------------------------------------------
<S>                                            <C>
         EQ/Calvert Socially Responsible          1.00%
         EQ/Capital Guardian International        1.18%
         EQ/Capital Guardian Research             0.93%
         EQ/Capital Guardian U.S. Equity          0.93%
         EQ/FI Small/Mid Cap Value                1.04%
         EQ/MFS Emerging Growth Companies         0.96%
         EQ/Technology*                           1.01%
         AXA Premier VIP Technology*              1.70%
</TABLE>



     *  The EQ/Technology investment option will be merged into the AXA Premier
        VIP Technology investment option. See "Combination of certain
        investment options" later in this prospectus.


(8)   Reflects the amount deducted for the daily accrual of direct expenses. See
      "How We Determine the Unit Value" in the SAI.


EXAMPLES

These examples are intended to help you compare the cost of investing in the
contract with the cost of investing in other variable annuity contracts. These
costs include contract owner transaction expenses, contract fees, separate
account annual expenses, and underlying trust fees and expenses.

The examples below show the expenses that a hypothetical contract owner would
pay in the situations illustrated and assume the maximum charges applicable
under the contract, including the record maintenance and report fee and the
enrollment fee. Since there are no surrender charges in connection with amounts
invested in the Funds, the expenses are the same whether or not the participant
withdraws amounts held in any of the Funds.


The charges used in the examples are the maximum expenses. The guaranteed rate
accounts and the money market guarantee account are not covered by the fee table
and examples. However, ongoing expenses do apply to the guaranteed rate accounts
and the money market guarantee account. These examples should not be considered
a representation of past or future expenses for each option. Actual expenses may

<PAGE>

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.




<PAGE>

- ---------
Fee table  10
- --------------------------------------------------------------------------------

Separate Account 66 examples:


In addition to the assumptions and information stated immediately above, these
examples assume that you invest $10,000 in the indicated options under the
contract for the time periods shown. The examples also assume that your
investment has a 5% return each year and assumes the fees and expenses of each
of the available portfolios of the Trusts in addition to the expenses described
above. Although your actual costs may be higher or lower, based on these
assumptions, your cost would be:





<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------
                                                  IF YOU DO NOT SURRENDER
                                                 YOUR CONTRACT AT THE END
                                               OF THE APPLICABLE TIME PERIOD
- ------------------------------------------------------------------------------------------
                                      1 YEAR      3 YEARS       5 YEARS       10 YEARS
- ------------------------------------------------------------------------------------------
<S>                               <C>          <C>          <C>            <C>
EQ ADVISORS TRUST:
EQ/Alliance Intermediate
 Government Securities             $  267.10   $   768.49    $  1,293.97    $  2,721.74
EQ/Alliance International             264.59       760.96       1,281.39       2,696.61
EQ/Bernstein Diversified Value        274.42       790.47       1,330.60       2,794.74
EQ/Calvert Socially Responsible       323.22       936.13       1,571.94       3,268.12
EQ/Capital Guardian
 International                        309.34       894.85       1,503.81       3,135.84
EQ/Capital Guardian Research          277.93       800.98       1,348.11       2,829.54
EQ/Capital Guardian U.S. Equity       274.22       789.86       1,329.59       2,792.75
EQ/Equity 500 Index                   232.65       664.60       1,120.02       2,370.86
EQ/FI Small/Mid Cap Value             291.24       840.85       1,414.37       2,960.56
EQ/MFS Emerging Growth
 Companies                            274.42       790.47       1,330.60       2,794.74
EQ/Small Company Index                260.38       748.28       1,260.23       2,654.23
EQ/Technology(1)                      302.54       874.60       1,470.31       3,070.39
AXA PREMIER VIP TRUST:
AXA Premier VIP Technology(1)      $  406.00   $ 1,179.89    $  1,970.13    $  4,020.05

<CAPTION>
- -------------------------------------------------------------------------------------------
                                                      IF YOU ANNUITIZE
                                                      AT THE END OF THE
                                                   APPLICABLE TIME PERIOD*
- -------------------------------------------------------------------------------------------
                                      1 YEAR       3 YEARS        5 YEARS       10 YEARS
- -------------------------------------------------------------------------------------------
<S>                               <C>          <C>            <C>            <C>
EQ ADVISORS TRUST:
EQ/Alliance Intermediate
 Government Securities             $  617.10    $  1,118.49    $  1,643.97    $  3,071.74
EQ/Alliance International             614.59       1,110.96       1,631.39       3,046.61
EQ/Bernstein Diversified Value        624.42       1,140.47       1,680.60       3,144.74
EQ/Calvert Socially Responsible       673.22       1,286.13       1,921.94       3,618.12
EQ/Capital Guardian
 International                        659.34       1,244.85       1,853.81       3,485.84
EQ/Capital Guardian Research          627.93       1,150.98       1,698.11       3,179.54
EQ/Capital Guardian U.S. Equity       624.22       1,139.86       1,679.59       3,142.75
EQ/Equity 500 Index                   582.65       1,014.60       1,470.02       2,720.86
EQ/FI Small/Mid Cap Value             641.24       1,190.85       1,764.37       3,310.56
EQ/MFS Emerging Growth
 Companies                            624.42       1,140.47       1,680.60       3,144.74
EQ/Small Company Index                610.38       1,098.28       1,610.23       3,004.23
EQ/Technology(1)                      652.54       1,224.60       1,820.31       3,420.39
AXA PREMIER VIP TRUST:
AXA Premier VIP Technology(1)      $  756.00    $  1,529.89    $  2,320.13    $  4,370.05
</TABLE>



(1)   The EQ/Technology investment option will be merged into the AXA Premier
      VIP Technology investment option. See "Combination of certain investment
      options" later in this prospectus.



Pooled separate account examples:

These examples assume that you invest $1,000 in the indicated options under the
contract for the time periods indicated. All other information and assumptions
stated above apply. Although your actual costs may be higher or lower based on
these assumptions, your costs would be:




<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                      IF YOU DO NOT SURRENDER                              IF YOU ANNUITIZE
                                      YOUR CONTRACT AT THE END                            AT THE END OF THE
                                   OF THE APPLICABLE TIME PERIOD                       APPLICABLE TIME PERIOD*
- ---------------------------------------------------------------------------------------------------------------------------
                             1 YEAR     3 YEARS     5 YEARS     10 YEARS       1 YEAR     3 YEARS     5 YEARS     10 YEARS
- ---------------------------------------------------------------------------------------------------------------------------
<S>                       <C>        <C>          <C>         <C>          <C>          <C>         <C>         <C>
Alliance Growth Equity     $  56.73   $  120.97    $  186.41   $  355.80    $  406.73    $  470.97   $  536.41   $  705.80
Alliance Mid Cap Growth       57.61      123.61       190.80      364.51       407.61       473.61      540.80      714.51
Alliance Balanced             56.92      121.56       187.39      357.74       406.92       471.56      537.39      707.74
</TABLE>



*     Assuming an annuity payout option could be issued. Generally, the minimum
      amount that can be used to purchase any type of annuity is $5,000 (see
      "Access to your plan balances").



Fee table

<PAGE>

- -----
Fee table  11

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

CONDENSED FINANCIAL INFORMATION

Please see APPENDIX I at the end of this prospectus for condensed financial
information concerning the Funds available as of December 31, 2003.


FINANCIAL STATEMENTS OF INVESTMENT FUNDS


Each of the investment funds is, or is part of, one of our separate accounts as
described in "About the separate accounts" under "More information" later in
this prospectus. The financial statements of the Pooled Separate Accounts,
(Alliance Growth Equity (Separate Account No. 4), Alliance Mid Cap Growth
(Separate Account No. 3) and Alliance Balanced (Separate Account No. 10)) and
Separate Account No. 66 as well as the financial statements of Equitable Life
are included in the SAI. The financial statements for each Trust are in the SAI
for that Trust.




<PAGE>

2
Investment options

- -----
Investment options 12
- --------------------------------------------------------------------------------

INVESTMENT OPTIONS

We offer 18 INVESTMENT OPTIONS under the contract: 15 investment funds that we
call the "Funds," 3 guaranteed options: 2 guaranteed rate accounts and a Money
Market Guarantee Account.

THE FUNDS

Each Fund has a different investment objective. The Funds try to meet their
investment objectives by investing either in a portfolio of securities or by
holding mutual fund shares. We cannot assure you that any of the Funds will meet
their investment objectives.

THE ALLIANCE GROWTH EQUITY FUND

OBJECTIVE


The Alliance Growth Equity Fund seeks to achieve long-term growth of capital by
investing in the securities of companies that we believe will share in the
growth of the U.S. economy - and those of other leading industrialized countries
- - over a long period. The Fund maintains its own portfolio of securities.


INVESTMENT STRATEGIES

The Alliance Growth Equity Fund invests primarily in common stocks. The Fund
generally invests in securities of intermediate and large sized companies, but
may invest in stocks of companies of any size. At times, the Fund may invest its
equity holdings in a relatively small number of issuers, provided that no
investment causes more than 10% of the Alliance Growth Equity Fund's assets to
be invested in the securities of one issuer.

The Alliance Growth Equity Fund also may invest smaller amounts in other
equity-type securities, such as convertible preferred stocks or convertible debt
instruments. The Fund also may invest in non-equity investments, including
non-participating and non-convertible preferred stocks, bonds and debentures.
The Fund also may invest up to 15% of its total assets in foreign securities
(securities of established foreign companies without substantial business in the
United States).

The Alliance Growth Equity Fund may make temporary investments in government
obligations, short-term commercial paper and other money market instruments.

RISKS OF INVESTMENT STRATEGIES

See "Risks of investing in the funds," later in this prospectus, for information
on the risks associated with an investment in the Funds generally, and in the
Alliance Growth Equity Fund specifically.

THE ALLIANCE MID CAP GROWTH FUND

OBJECTIVES

The Alliance Mid Cap Growth Fund seeks to achieve long-term capital growth,
through a diversified portfolio of equity securities. The account attempts to
achieve this objective by investing primarily in the common stock of
medium-sized companies which have the potential to grow faster than the general
economy and to grow into much larger companies.

INVESTMENT STRATEGIES

The Alliance Mid Cap Growth Fund is actively managed to obtain excess return
versus the Russell Mid Cap Growth Index. The Fund invests at least 80% of its
total assets in the common stock of companies with medium capitalizations at the
time of the Fund's investment, similar to the market capitalizations of
companies in the Russell Mid Cap Growth Index. Companies whose capitalizations
no longer meet this definition after purchase continue to be considered to have
a medium market capitalization for purposes of the 80% policy. If deemed
appropriate, in order to meet the investment objectives, the Fund may invest in
companies in cyclical industries, as well as in securities that the adviser
believes are temporarily undervalued. The Fund may also invest in foreign
companies without substantial business in the United States.

The Fund may also invest in convertible preferred stocks, convertible debt
securities and short-term debt securities such as corporate notes, and
temporarily invest in money




<PAGE>

- ----------
Investment options  13
- --------------------------------------------------------------------------------

market instruments. Additionally, the Fund may invest up to 10% of its total
assets in restricted securities.

The Fund attempts to generate excess return by taking active risk in security
selection, and implementing a "bottom up" stock selection approach, looking for
companies with unique growth potential. Economic sector allocation is also taken
into consideration, and the account may often be concentrated in industries
where research resources indicate there is high growth potential. The Fund is
fully invested.

RISKS OF INVESTMENT STRATEGIES

See "Risks of investing in the funds" later in this prospectus, for information
on the risks associated with an investment in the Funds generally, and in the
Alliance Mid Cap Growth Fund specifically. Note, however, that due to the
Alliance Mid Cap Growth Fund's investment policies, this Fund provides greater
growth potential and greater risk than the Alliance Growth Equity and Alliance
Balanced Funds. As a result, you should consider limiting the amount allocated
to this Fund, particularly as you near retirement.

THE ALLIANCE BALANCED FUND

OBJECTIVES

The Alliance Balanced Fund seeks both appreciation of capital and current income
by investing in a diversified portfolio of common stocks, other equity-type
securities and longer-term fixed income securities. The Fund also seeks current
income by investing in publicly traded debt securities and short-term money
market instruments. The Fund maintains its own portfolio of securities.

INVESTMENT STRATEGIES

The Alliance Balanced Fund varies the portion of its assets invested in each
type of security in accordance with our evaluation of economic conditions, the
general level of common stock prices, anticipated interest rates and other
relevant considerations, including our assessment of the risks associated with
each investment medium.


In general, the Fund invests the greatest portion of its assets in equity
securities. During each of the past ten years, the Fund invested between 46% and
62% of its assets in equity securities, including equity-type securities such as
convertible preferred stocks or convertible debt instruments.


The Fund's investment in non-money market debt securities consists primarily of
(a) publicly-traded securities issued or guaranteed by the United States
Government or its agencies or instrumentalities and (b) corporate fixed income
securities, including, but not limited to, bank obligations, notes, asset-backed
securities, mortgage pass-through obligations, collateralized mortgage
obligations, zero coupon bonds, and preferred stock. The Fund may also buy debt
securities with equity features such as conversion or exchange rights, warrants
for the acquisition of stock, or participations based on revenues, sales or
profits. The Fund only invests in investment grade non-money market debt
securities, i.e., those rated, at the time of acquisition, BBB or higher by
Standard & Poor's Corporation (S&P) or Baa or higher by Moody's Investors
Services, Inc. (Moody's) or, if unrated, are of comparable investment quality.
The average maturity of the debt securities held by the Fund varies according to
market conditions and the stage of interest rate cycles. The Fund may realize
gains on debt securities when such action is considered advantageous in light of
existing market conditions.

The Fund also may invest (a) up to 10% of its total assets in restricted
securities; (b) in foreign companies; (c) in repurchase agreements; and (d) in
money market securities. The Fund may also purchase and sell securities on a
when-issued or delayed delivery basis.

Finally, the Fund may (a) invest in put and call options and (b) trade in stock
index or interest rate futures, and foreign currency forward contracts, for
hedging purposes only. In option transactions, the economic benefit will be
offset by the cost of the option, while any loss would be limited to such cost.
The Fund also enters into hedging transactions. These transactions are
undertaken only when any required regulatory procedures have been completed and
when economic and market conditions indicate that such transactions would serve
the best interests of the Fund.



<PAGE>

- ----------
Investment options   14
- --------------------------------------------------------------------------------

RISKS OF INVESTMENT STRATEGIES

See "Risks of investing in the Funds", below, for information on the risks
associated with an investment in the funds generally, and in the Alliance
Balanced Fund specifically.

INVESTMENT MANAGER

We manage the Alliance Growth Equity, Alliance Mid Cap Growth and Alliance
Balanced Funds. We currently use the personnel and facilities of Alliance
Capital Management L.P. ("Alliance") for portfolio management, securities
selection and transaction services. We are the majority-owners of Alliance, a
limited partnership. We and Alliance are each registered investment advisers
under the Investment Advisers Act of 1940.


Alliance acts as investment adviser to various separate accounts of Equitable
Life and other affiliated insurance companies. Alliance also provides investment
management and advisory 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. As of December 31, 2003, Alliance had total assets under
management of $475 billion. Alliance's main office is located at 1345 Avenue of
the Americas, New York, New York 10105.


The Investment Committee of our Board of Directors must authorize or approve the
securities held in the Alliance Growth Equity, Alliance Mid Cap Growth and
Alliance Balanced Funds. Subject to the Investment Committee's broad supervisory
authority, our investment officers and managers have complete discretion over
the assets of these Funds and have been given discretion as to sales and, within
specified limits, purchases of stocks, other equity securities and certain debt
securities. When an investment opportunity arises that is consistent with the
objectives of more than one account, we allocate investment opportunities among
accounts in an impartial manner based on certain factors such as investment
objective and current investment and cash positions.


THE TRUSTS

The Trusts are registered under the Investment Company Act of 1940. They are
classified as "open-end management investment companies," more commonly called
mutual funds. Each Trust issues different shares relating to each portfolio.

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

The EQ/Alliance Intermediate Government Securities Fund, EQ/Alliance
International Fund, EQ/Bernstein Diversified Value Fund, EQ/Calvert Socially
Responsible Fund, EQ/Capital Guardian International Fund, EQ/Capital Guardian
Research Fund, EQ/Capital Guardian U.S. Equity Fund, EQ/Equity 500 Index Fund,
EQ/FI Small/Mid Cap Value Fund, EQ/MFS Emerging Growth Companies Fund, EQ/Small
Company Index Fund and the EQ/Technology Fund invest in corresponding portfolios
of the Trusts. The investment results you will experience in any one of those
investment funds will depend on the investment performance of the corresponding
portfolios.




<PAGE>

- --------
Investment options  15
- --------------------------------------------------------------------------------

The table below shows the names of the corresponding portfolios, their
investment objectives, and their advisers.


You should note that some Trust portfolios have objectives and strategies that
are substantially similar to those of certain retail funds that are purchased
directly rather than under a variable insurance product such as the Members
Retirement Program variable annuity. These funds may even have the same
manager(s) and/or a similar name. However, there are numerous factors that can
contribute to differences in performance between two investments, particularly
over short periods of time. Such factors include the timing of stock purchases
and sales; differences in fund cash flows; and specific strategies employed by
the portfolio manager.



<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                                               <C>
AXA PREMIER VIP TRUST
- ------------------------------------------------------------------------------------------------------------------------------
PORTFOLIO NAME                   OBJECTIVE                                         ADVISER(S)
- ------------------------------------------------------------------------------------------------------------------------------
AXA PREMIER VIP TECHNOLOGY*      Seeks long-term growth of capital.                o  Firsthand Capital Management, Inc.
                                                                                   o  RCM Capital Management LLC
                                                                                   o  Wellington Management Company, LLP

- ------------------------------------------------------------------------------------------------------------------------------
EQ ADVISORS TRUST
- ------------------------------------------------------------------------------------------------------------------------------
PORTFOLIO NAME                   OBJECTIVE                                         ADVISER(S)
- ------------------------------------------------------------------------------------------------------------------------------
EQ/ALLIANCE INTERMEDIATE         Seeks to achieve high current income              o  Alliance Capital Management L.P.
  GOVERNMENT SECURITIES          consistent with relative stability of
                                 principal.
- ------------------------------------------------------------------------------------------------------------------------------
EQ/ALLIANCE INTERNATIONAL        Seeks to achieve long-term growth of capital.     o  Alliance Capital Management L.P.
- ------------------------------------------------------------------------------------------------------------------------------
EQ/BERNSTEIN DIVERSIFIED VALUE   Seeks capital appreciation.                       o  Alliance Capital Management L.P.,
                                                                                      through its Bernstein Investment
                                                                                      Research and Management Unit
- ------------------------------------------------------------------------------------------------------------------------------
EQ/CALVERT SOCIALLY              Seeks long-term capital appreciation.             o  Calvert Asset Management Company,
  RESPONSIBLE                                                                         Inc. and Brown Capital Management,
                                                                                      Inc.
- ------------------------------------------------------------------------------------------------------------------------------
EQ/CAPITAL GUARDIAN              To achieve long-term growth of capital.           o  Capital Guardian Trust Company
  INTERNATIONAL
- ------------------------------------------------------------------------------------------------------------------------------
EQ/CAPITAL GUARDIAN RESEARCH     Seeks to achieve long-term growth of capital.     o  Capital Guardian Trust Company
- ------------------------------------------------------------------------------------------------------------------------------
EQ/CAPITAL GUARDIAN              Seeks to achieve long-term growth of capital.     o  Capital Guardian Trust Company
  U.S.EQUITY
- ------------------------------------------------------------------------------------------------------------------------------
EQ/EQUITY 500 INDEX              Seeks a total return before expenses that         o  Alliance Capital Management L.P.
                                 approximates the total return performance of
                                 the S&P 500 Index, including reinvestment of
                                 dividends, at a risk level consistent with that
                                 of the S&P 500 Index.
- ------------------------------------------------------------------------------------------------------------------------------
EQ/FI SMALL/MID CAP VALUE        Seeks long-term capital appreciation.             o  Fidelity Management & Research
                                                                                      Company
- ------------------------------------------------------------------------------------------------------------------------------
EQ/MFS EMERGING GROWTH           Seeks to provide long-term capital growth.        o  MFS Investment Management
  COMPANIES
- ------------------------------------------------------------------------------------------------------------------------------
EQ/SMALL COMPANY INDEX           Seeks to replicate as closely as possible         o  Alliance Capital Management L.P.
                                 (before the deduction of portfolio expenses)
                                 the total return of the Russell 2000 Index.
- ------------------------------------------------------------------------------------------------------------------------------
EQ/TECHNOLOGY*                   Seeks to achieve long-term growth of capital.     o  Firsthand Capital Management, Inc.
                                                                                   o  RCM Capital Management LLC
                                                                                   o  Wellington Management Company, LLP
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>



*     The EQ/Technology investment option will be merged into the AXA Premier
      VIP Technology investment option. See "Combination of certain investment
      options" later in this prospectus.


You should consider the investment objectives, risks, and charges and expenses
of the Portfolios carefully before investing. The prospectuses for the
Portfolios contain this and other important information about the Portfolios.
The prospectuses should be read carefully before investing.




<PAGE>

- ----------
Investment options   16
- --------------------------------------------------------------------------------

RISKS OF INVESTING IN THE FUNDS

All of the Funds invest in securities of one type or another. You should be
aware that any investment in securities carries with it a risk of loss, and you
could lose money investing in the Funds. The different investment objectives and
policies of each Fund may affect the return of each Fund and the risks
associated with an investment in that Fund.

Additionally, market and financial risks are inherent in any securities
investment. By market risks, we mean factors which do not necessarily relate to
a particular issuer, but affect the way markets, and securities within those
markets, perform. Market risks can be described in terms of volatility, that is,
the range and frequency of market value changes. Market risks include such
things as changes in interest rates, general economic conditions and investor
perceptions regarding the value of debt and equity securities. By financial
risks we mean factors associated with a particular issuer which may affect the
price of its securities, such as its competitive posture, its earnings and its
ability to meet its debt obligations.


The risk factors associated with an investment in the Alliance Growth Equity,
Alliance Mid Cap Growth and Alliance Balanced Funds are described below. See the
SAI for additional information regarding certain investment techniques used by
these Funds. See the applicable Trust prospectus for risks and factors and
investment techniques associated with an investment in the EQ/Alliance
Intermediate Government Securities Fund, EQ/Alliance International Fund,
EQ/Bernstein Diversified Value Fund, EQ/Calvert Socially Responsible Fund,
EQ/Capital Guardian International Fund, EQ/Capital Guardian Research Fund,
EQ/Capital Guardian U.S. Equity Fund, EQ/Equity 500 Index Fund, EQ/FI Small/Mid
Cap Value Fund, EQ/MFS Emerging Growth Companies Fund, EQ/Small Company Index
Fund and EQ/Technology Fund.


Important factors associated with an investment in the Alliance Growth Equity,
Alliance Mid Cap Growth and Alliance Balanced Funds are discussed below.

COMMON STOCK. Investing in common stocks and related securities involves the
risk that the value of the stocks or related securities purchased will
fluctuate. These fluctuations could occur for a single company, an industry, a
sector of the economy, or the stock market as a whole. These fluctuations could
cause the value of the Fund's investments - and, therefore, the value of the
Fund's units - to fluctuate.

SECURITIES OF MEDIUM AND SMALLER SIZED COMPANIES. The Alliance Mid Cap Growth
Fund invests primarily in the securities of medium sized companies. The Alliance
Growth Equity and Alliance Balanced Funds may also make these investments, as
well as investments in smaller sized companies.The securities of small and
medium sized, less mature, lesser known companies involve greater risks than
those normally associated with larger, more mature, well-known companies.
Therefore, consistent earnings may not be as likely in small companies as in
large companies.

The Funds also run a risk of increased and more rapid fluctuations in the value
of its investments in securities of small or medium sized companies. This is due
to the greater business risks of small size and limited product lines, markets,
distribution channels, and financial and managerial resources. Historically, the
price of small (less than $1 billion) and medium (between $1 and $15 billion)
capitalization stocks and stocks of recently organized companies have fluctuated
more than the larger capitalization stocks and the overall stock market. One
reason is that small- and medium-sized companies have a lower degree of
liquidity in the markets for their stocks.

NON-EQUITY SECURITIES. Investing in non-equity securities, such as bonds and
debentures, involves the risk that the value of these securities held by the
Alliance Growth Equity and Alliance Balanced Funds - and, therefore, the value
of the Fund's units - will fluctuate with changes in interest rates (interest
rate risk) and the perceived ability of the issuer to make interest or principal
payments on time (credit risk). Moreover, convertible securities which may be in
the Alliance Growth Equity, Alliance Mid Cap Growth, and Alliance Balance Funds,
such as convertible preferred stocks or


Investment options

<PAGE>

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Investment options  17
- --------------------------------------------------------------------------------

convertible debt instruments, contain both debt and equity features, and may
lose significant value in periods of extreme market volatility.

FOREIGN INVESTING. Investing in securities of foreign companies involves
additional risks, including risk of loss from changes in the political or
economic climate of the countries in which these companies do business. Foreign
currency fluctuations, exchange controls or financial instability could cause
the value of the Alliance Growth Equity, Alliance Mid Cap Growth and Alliance
Balanced Funds' foreign investments to fluctuate. Additionally, foreign
accounting, auditing and disclosure standards may differ from domestic
standards, and there may be less regulation in foreign countries of stock
exchanges, brokers, banks, and listed companies than in the United States. As a
result, the Funds' foreign investments may be less liquid and their prices may
be subject to greater fluctuations than comparable investments in securities of
U.S. issuers.

RESTRICTED SECURITIES. Investing in restricted securities involves additional
risks because these securities generally (1) are less liquid than non-restricted
securities and (2) lack readily available market quotations. Accordingly, the
Alliance Mid Cap Growth and Alliance Balanced Funds may be unable to quickly
sell their restricted security holdings at fair market value.

The following discussion describes investment risks unique to either the
Alliance Growth Equity Fund, Alliance Mid Cap Growth Fund or the Alliance
Balanced Fund.


INVESTMENT CONCENTRATION. Concentrating the Alliance Growth Equity Fund's equity
holdings in the stocks of a few companies increases the risk of loss, because a
decline in the value of one of these stocks would have a greater impact on the
Fund. As of December 31, 2003, the Fund held 16.7% of its net assets in the
stocks of four issuers. See Separate Account No. 4 (Pooled) Statement of
Investments and Net Assets in the SAI.


INVESTMENT POLICIES. Due to the Alliance Mid Cap Growth Fund's investment
policies, this Fund provides greater growth potential and greater risk than the
Alliance Growth Equity and Alliance Balanced Funds. As a result, you should
consider limiting the amount allocated to this Fund, particularly as you near
retirement.

ASSET ALLOCATION POLICIES. The Alliance Balanced Fund varies the portion of its
assets invested in equity and non-equity securities with our evaluation of
various factors. The Fund is subject to the risk that we may incorrectly predict
changes in the relative values of the stock and bond markets.

DEBT SECURITIES SUBJECT TO PREPAYMENT RISKS. Mortgage pass-through securities
and certain collateralized mortgage obligations, asset-backed securities and
other debt instruments in which the Alliance Balanced Fund may invest are
subject to prepayments prior to their stated maturity. The Fund, however, is
unable to accurately predict the rate at which prepayments will be made, as that
rate may be affected, among other things, by changes in generally prevailing
market interest rates. If prepayments occur, the Fund suffers the risk that it
will not be able to reinvest the proceeds at as high a rate of interest as it
had previously been receiving. Also, the Fund will incur a loss to the extent
that prepayments are made for an amount that is less than the value at which the
security was then being carried by the fund. Moreover, securities that may be
prepaid tend to increase in value less during times of declining interest rates,
and to decrease in value more during times of increasing interest rates, than do
securities that are not subject to prepayment.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. The Alliance Balanced Fund may
purchase and sell securities on a when-issued or delayed delivery basis. In
these transactions, securities are purchased or sold by a Fund with payment and
delivery taking place in the future in order to secure what is considered to be
an advantageous price or yield to the Fund at the time of entering into the
transaction. However, the market value of such securities at the time of
settlement may be more or less than the purchase price then payable. The Fund
will sell on a forward settlement basis only securities it owns or has the right
to acquire.



<PAGE>

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Investment options   18
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HEDGING TRANSACTIONS. The Alliance Balanced Fund may engage in hedging
transactions which are designed to protect against anticipated adverse price
movements in securities owned or intended to be purchased by the Fund. When
interest rates go up, the market value of outstanding debt securities declines
and vice versa. In recent years the volatility of the market for debt securities
has increased significantly, and market prices of longer-term obligations have
been subject to wide fluctuations, particularly as contrasted with those of
short-term instruments. The Fund will take certain risks into consideration when
determining which, if any, options or financial futures contracts it will use.
If the price movements of hedged portfolio securities are in fact favorable to
the Fund, the hedging transactions will tend to reduce and may eliminate the
economic benefit to the Fund which otherwise would result. Also, the price
movements of options and futures used for hedging purposes may not correlate as
anticipated with price movements of the securities being hedged. This can make a
hedge transaction less effective than anticipated and could result in a loss.
The options and futures markets can sometimes become illiquid and the exchanges
on which such instruments are traded may impose trading halts or delays on the
exercise of options and liquidation of futures positions in certain
circumstances. This could in some cases operate to the Fund's detriment.

ADDITIONAL INFORMATION ABOUT THE FUNDS

CHANGE OF INVESTMENT OBJECTIVES

We can change the investment objectives of the Alliance Growth Equity, Alliance
Mid Cap Growth and Alliance Balanced Funds if the New York State Insurance
Department approves the change.


The investment objectives of the portfolios of the Trusts may be changed by the
Board of Trustees of the applicable Trust without the approval of shareholders.
(See "Voting rights" below.)


VOTING RIGHTS


No voting rights apply to any of the separate accounts or to the Guaranteed
Options. We do, however, have the right to vote shares of the Trusts held by the
funds.

If a Trust holds a meeting of shareholders, we will vote the shares of the
Trust's portfolios allocated to the corresponding Funds in accordance with
instructions received from employers, participants or trustees, as the case may
be. Shares will be voted in proportion to the voter's interest in the Funds
holding the shares as of the record date for the shareholders meeting. We will
vote the shares for which no instructions have been received in the same
proportion as we vote shares for which we have received instructions. Employers,
participants or trustees will receive: (1) periodic reports relating to each
Trust and (2) proxy materials, together with a voting instruction form, in
connection with shareholder meetings.

Currently, we control the Trusts. The Trusts' shares are held by other separate
accounts of ours and by separate accounts of insurance companies unaffiliated
with us. We generally will vote shares held by these separate accounts which
will generally be voted according to the instructions of the owners of insurance
policies and contracts funded through those separate accounts, thus diluting the
effect of your voting instructions.


THE GUARANTEED OPTIONS

We offer three different guaranteed options:

o    two Guaranteed Rate Accounts (GRAs), and

o    our Money Market Guarantee Account.

We guarantee the amount of your contributions to the guaranteed options and the
interest credited. Contributions to the guaranteed options become part of our
general account, which supports all of our insurance and annuity guarantees as
well as our general obligations. The general account, as part of our insurance
and annuity operations, is subject to regulation and supervision by the
Insurance



<PAGE>

- ----------
Investment options  19
- --------------------------------------------------------------------------------

Department of the State of New York and to insurance laws and regulations of all
jurisdictions in which we are authorized to do business.

Your investment in a guaranteed option is not regulated by the Securities and
Exchange Commission, and the following discussion about the guaranteed options
has not been reviewed by the staff of the SEC. The discussion, however, is
subject to certain generally applicable provisions of the federal securities
laws relating to the accuracy and completeness of the statements made.

GUARANTEED RATE ACCOUNTS

We offer a GRA that matures in three years (3-year GRA) and a GRA that matures
in five years (5-year GRA). Your contributions to the GRAs earn the guaranteed
interest rate then in effect when your contribution is credited to your plan
account. The interest rate is expressed as an effective annual rate, reflecting
daily compounding and the deduction of applicable asset-based fees. See "Charges
and expenses" later in this prospectus.


You can make new contributions or transfer amounts from other investment options
to a GRA at the current guaranteed rate at any time. New guaranteed rates are
offered each Wednesday and are available for a seven-day period. You may call
AIMS or access our Website to obtain our current GRA rates. You earn interest
from the day after your contribution or transfer is credited through the
maturity date of the GRA. See "Maturing GRAs" in the SAI for more information.
The amount of your contribution and interest that is guaranteed is subject to
any penalties applicable upon premature withdrawal. See "Premature withdrawals
and transfers from a GRA" in the SAI.


RESTRICTIONS ON WITHDRAWALS AND TRANSFERS

o    You may not transfer from one GRA to another or from a GRA to another
     investment option except at maturity.

o    You may transfer other amounts at any time to a GRA at the current
     guaranteed rate.

o    Withdrawals may be made from a GRA before maturity if: you are disabled;
     you attain age 70 1/2; you die; or you are not self-employed and your
     employment is terminated.

o    You may not remove GRA funds before maturity to take a loan, hardship or
     other in-service withdrawal, as a result of a trustee-to-trustee transfer,
     or to receive benefits from a terminated plan.

o    Certain other withdrawals prior to maturity are permitted, but may be
     subject to penalty. See "Procedures for withdrawals, distributions and
     transfers from a GRA" in the SAI.

MONEY MARKET GUARANTEE ACCOUNT


All contributions to the Money Market Guarantee Account earn the same rate of
interest. The rate changes monthly and is expressed as an effective annual rate,
reflecting daily compounding and the deduction of applicable asset-based fees
and charges. The rate will approximate current market rates for money market
mutual funds minus these fees. You may call AIMS or access our Website to obtain
the current monthly rate. On January 1 each year we set an annual minimum rate
for this Account. The minimum guaranteed interest rate for 2004 is 1.50% (before
fees).


Contributions may be made at any time and will earn the current rate from the
day after the contribution is credited through the end of the month or, if
earlier, the day of transfer or withdrawal. Your balance in the Money Market
Guarantee Account at the end of the month automatically begins receiving
interest at the new rate until transferred or withdrawn.

DISTRIBUTIONS, WITHDRAWALS, AND TRANSFERS. You may effect distributions,
withdrawals and transfers, without penalty, at any time permitted under your
plan. We do not impose penalties on distributions, withdrawals or transfers.


<PAGE>


3
How we value your account balance in the Funds

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How we value your account balance in the Funds  20
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FOR AMOUNTS IN THE FUNDS

When you invest in a Fund, your contribution or transfer is used to purchase
"units" of that Fund. The unit value on any day reflects the value of the Fund's
investments for the day and the charges and expenses we deduct from the Fund. We
calculate the number of units you purchase by dividing the amount you invest by
the unit value of the Fund as of the close of business on the day we receive
your contribution or transfer instruction.

On any given day, your account value in any Fund equals the number of the Fund's
units credited to your account, multiplied by that day's value for one Fund
unit. In order to take deductions from any Fund, we cancel units having a value
equal to the amount we need to deduct. Otherwise, the number of your Fund units
of any Fund does not change unless you make additional contributions, make a
withdrawal, effect a transfer, or request some other transaction that involves
moving assets into or out of that Fund option.

For a description of how Fund unit values are computed, see "How we compute unit
values for the Funds" in the SAI.







<PAGE>


4
Transfers and access to your account



- ------
Transfers and access to your account  21
- --------------------------------------------------------------------------------

TRANSFERS AMONG INVESTMENT OPTIONS


You may transfer some or all of your amounts among the investment options if you
participate in the Members Retirement Plan or the Volume Submitter Plan
(together, the "Plans"). Participants in other plans may make transfers as
allowed by the plan.

No transfers from the GRAs to other investment options are permitted prior to
maturity. Transfers to the GRAs, and to or from the Money Market Guarantee
Account and the Alliance Growth Equity, Alliance Mid Cap Growth and Alliance
Balanced Funds, are permitted at any time. Transfers from remaining Funds are
permitted at any time except if there is any delay in redemptions from the
corresponding portfolio of the Trusts.

DISRUPTIVE TRANSFER ACTIVITY

Frequent transfers, including market timing and other program trading
strategies, may be disruptive to the underlying portfolios in which the variable
investment options invest. Disruptive transfer activity may hurt the long term
performance of a portfolio by, for example, requiring it to maintain larger
amounts of cash or to liquidate portfolio holdings at a disadvantageous time or
price. We currently use the procedures described below to discourage disruptive
transfer activity in AXA Premier VIP Trust and EQ Advisors Trust. We may also
use these procedures with respect to the Pooled Separate Accounts at any time
without prior notice. You should understand, however, that these procedures are
subject to the following limitations: (1) they do not eliminate the possibility
that disruptive transfer activity, including market timing, will occur or that
portfolio performance will be affected by such activity; (2) the design of these
proceudres involves inherently subjective judgments, which we and AXA Premier
VIP Trust and EQ Advisors Trust seek to make in a fair and reasonable manner
consistent with interests of all policy and contract owners. Certain frequent
transfer activities attempt to exploit inefficiencies in how portfolio
securities are valued. Please see the prospectuses for the underlying portfolios
for more information on how portfolio shares are priced.

If we determine that your transfer patterns are disruptive, we may, among other
things, restrict the availability of personal telephone requests, facsimile
transmissions, automated telephone services, Internet services or any electronic
transfer services. We may also refuse to act on transfer instructions of an
agent who is acting on behalf of one or more owners. In making these
determinations, we may consider the combined transfer activity of annuity
contracts and life insurance policies that we believe are under common
ownership, control or direction.

We currently consider transfers into and out of (or vice versa) the same
variable investment option within a five business day period as potentially
disruptive transfer activity. In order to reduce disruptive activity, we monitor
the frequency of transfers, including the size of transfers in relation to
portfolio assets, in each underlying portfolio. When a potentially disruptive
transfer into or out of a portfolio occurs on a day when the portfolio's
aggregate deposits or aggregate redemptions exceed our monitoring threshold, we
may take the actions described above to restrict availability of voice, fax and
automated transaction services. We currently apply such action for the remaining
life of each affected contract. We also currently provide a letter to owners who
have engaged in disruptive transfer activity of our intention to restrict access
to communication services. However, we may not continue to provide such letters.
We may also, in our sole discretion and without further notice, change what we
consider potentially disruptive transfer activity and our monitoring procedures
and thresholds, as well as change our procedures to restrict this activity.

Our ability to monitor potentially disruptive transfer activity is limited in
certain circumstances. Group annuity contracts may be owned by retirement plans
on whose behalf we provide transfer instructions on an omnibus (aggregate)
basis, which may mask the disruptive transfer activity of individual plan
participants, and/or interfere with our ability to restrict communication
services. Also, underlying portfolios that are not in AXA Premier VIP Trust or
EQ Advisors Trust may be available for investment through companies that may
have policies and procedures regarding




<PAGE>

- ----------
Transfers and access to your account   22
- --------------------------------------------------------------------------------


disruptive transfer activity that are different from ours. Please see the
prospectuses for those underlying portfolios for more information.

OUR ACCOUNT INVESTMENT MANAGEMENT SYSTEM ("AIMS") AND OUR INTERNET WEBSITE

Participants may use our automated AIMS or our Internet Website to transfer
between investment options, obtain account information, change the allocation of
future contributions and maturing GRAs and hear investment performance
information. To use AIMS, you must have a touch-tone telephone. We assign a
personal security code ("PSC") number to you after we receive your completed
enrollment form. Our Internet website can be accessed at www.equitable.com/mrp.

We have established procedures to reasonably confirm the genuineness of
instructions communicated to us by telephone when using AIMS or by the Internet
Website. The procedures require personal identification information, including
your PSC number, prior to acting on telephone instructions, and providing
written confirmation of the transfers. Thus, we will not be liable for following
telephone instructions or Internet instructions we reasonably believe to be
genuine.


We reserve the right to limit access to this service if we determine that you
are engaged in a market timing strategy (see "Disruptive transfer activity"
above).

A transfer request will be effective on the business day we receive the request.
We will confirm all transfers in writing.

- --------------------------------------------------------------------------------
Generally our business day is any day the New York Stock Exchange is open for
trading, and generally ends at 4:00 p.m. Eastern Time. A business day does not
include a day we choose not to open due to emergency conditions. We may also
close early due to emergency conditions.
- --------------------------------------------------------------------------------

PARTICIPANT LOANS

Participant loans are available if the employer plan permits them. Participants
must apply for a plan loan through the employer.

Loans are subject to restrictions under Federal tax laws and ERISA. Loan
packages containing all necessary forms, along with an explanation of how
interest rates are set, are available from our Account Executives. A loan may
not be taken from the Guaranteed Rate Accounts. If a participant is married,
written spousal consent may be required for a loan.

Generally, the loan amount will be transferred from the investment options into
a loan account. The participant must repay the amount borrowed with interest as
required by Federal income tax rules. If you fail to repay the loan when due,
the amount of the unpaid balance may be taxable and subject to additional
penalty taxes. Interest paid on a retirement plan loan is not deductible.

CHOOSING BENEFIT PAYMENT OPTIONS

The Program offers a variety of benefit payment options. If you are a
participant in an individually-designed plan, ask your employer for details.
Once you are eligible, your plan may allow you a choice of one or more of the
following forms of distribution:


o    Installment Payments


o    Qualified Joint and Survivor Annuity

o    Joint and Survivor Annuity Options, some with optional Period Certain

o    Life Annuity

o    Life Annuity - Period Certain

o    Cash Refund Annuity

o    Lump Sum Payment


<PAGE>

- ----------
Transfers and access to your account  23
- --------------------------------------------------------------------------------

All of these annuity options can be either fixed or variable except for the Cash
Refund Annuity and the Qualified Joint and Survivor Annuity which are fixed
options only.

- --------------------------------------------------------------------------------
The amount of each payment in a fixed option remains the same. Variable option
payments change to reflect the investment performance of the Alliance Growth
Equity Fund.
- --------------------------------------------------------------------------------

See "Types of benefits" in the SAI for detailed information regarding each of
the benefit payout options, and "Procedures for withdrawals, distributions and
transfers" in the SAI.

We provide the fixed and variable annuity options. Payments under variable
annuity options reflect investment performance of the Alliance Growth Equity
Fund.

The minimum amount that can be used to purchase any type of annuity is $5,000.
In most cases an annuity administrative charge of $350 will be deducted from the
amount used to purchase an annuity. If we give any group pension client with a
qualified plan a better annuity purchase rate than those currently guaranteed
under the Program, we will also make those rates available to Program
participants. The annuity administrative charge may be greater than $350 in that
case.

SPOUSAL CONSENT

If a participant is married and has an account balance greater than $5,000,
(except for amounts contributed to the Rollover Account) federal law generally
requires payment (subject to plan rules) of a Qualified Joint and Survivor
Annuity payable to the participant for life and then to the surviving spouse for
life, unless you and your spouse have properly waived that form of payment in
advance. Please see "Spousal consent requirements" under "Types of benefits" in
the SAI. Certain individually designed Plans are not subject to these
requirements.

BENEFITS PAYABLE AFTER THE DEATH OF A PARTICIPANT

Regardless of whether a participant's death occurs before or after your Required
Beginning Date, an individual death beneficiary calculates annual post-death
required minimum distribution payments based on the beneficiary's life
expectancy using the "term certain method." That is, he or she determines his or
her life expectancy using the IRS-provided life expectancy tables as of the
calendar year after the participant's death and reduces that number by one each
subsequent year.

o    If you die before the entire benefit due you has been paid, the remainder
     of your benefits will be paid to your beneficiary.

o    If you die before you are required to begin receiving benefits, the law
     requires your entire benefit to be distributed no more than five years
     after your death. There are exceptions - (1) A beneficiary who is not your
     spouse may elect payments over his/her life or a fixed period which does
     not exceed the beneficiary's life expectancy, provided payments begin
     within one year of your death. (2) If your benefit is payable to your
     spouse, your spouse may elect to receive benefits over his/her life or a
     period certain which does not exceed his or her life expectancy beginning
     any time up to the date you would have attained age 70 1/2 or, if later,
     one year after your death, or (3) Your spouse may be able to roll over all
     or part of the death benefit to a traditional (not Roth) individual
     retirement arrangement.

o    If at your death you were already receiving annuity benefits, your
     beneficiary will receive the survivor benefits, if any, under the form of
     the annuity selected. If an annuity benefit was not selected, your
     beneficiary can continue to receive benefits based on the payment option
     you selected or can select a different payment option so long as payments
     are made at least as rapidly as with the payment option you originally
     selected.

o    Distributions must be made according to rules in the Code and Treasury
     Regulations and the terms of the plan.




<PAGE>
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Transfers and access to your account   24
- --------------------------------------------------------------------------------


     Treasury Regulations on required minimum distributions were proposed in
     1987, revised in 2001 and finalized in 2002. The 2002 final Regulations
     apply beginning in November 2002. The 2002 final Regulations include
     Temporary Regulations applicable to annuity contracts used to fund plans.
     Certain provisions of the Temporary Regulations concerning the actuarial
     value of additional contract benefits which could have increased the amount
     required to be distributed from contracts have currently been suspended.
     However, these or similar provisions may apply in future years. Under
     transitional rules, the 1987 and 2001 proposed regulations may continue to
     apply to annuity payments. Please consult your plan administrator and tax
     advisor concerning applicability of these complex rules to your situation.


o    To designate a beneficiary or to change an earlier designation, have your
     employer send us your completed beneficiary designation form. Your spouse
     must consent in writing to a designation of any non-spouse beneficiary, as
     explained in "Procedures for withdrawals, distributions and transfers -
     Spousal consent requirements" in the SAI.

Under the Members Retirement Program, on the day we receive proof of your death,
we automatically transfer your Account Balance in the Funds to the Money Market
Guarantee Account unless your beneficiary provides written instructions
otherwise. All amounts are held until your beneficiary requests a distribution
or transfer. Our Account Executives can explain these and other requirements
affecting death benefits.


<PAGE>

5
The Program


- -----
The Program  25
- --------------------------------------------------------------------------------

This section explains the Program in further detail. It is intended for
employers who wish to enroll in the Program, but contains information of
interest to participants as well. You should, of course, understand the
provisions of your plan and the Adoption Agreement that define the scope of the
Program in more specific terms. References to "you" and "your" in this section
are to you in your capacity as an employer. The Program is described in the
prospectus solely to provide a more complete understanding of how the Funds and
GRAs operate within the Program. The Program itself is not registered under the
Securities Act of 1933.


The Members Retirement Program consists of several types of retirement plans and
three retirement plan Trusts: the Master Trust, the Volume Submitter Retirement
Trust and the Pooled Trust. Each of the Trusts invests exclusively in the
contract described in this prospectus. The Program is sponsored by Equitable
Life. The Program had 10,119 participants and approximately $193.1 million in
assets at December 31, 2003.


Our Retirement Program Specialists are available to answer your questions about
joining the Program. Please contact us by using the telephone number or
addresses listed under "How to reach us - Information on joining the Program" on
the back cover of the prospectus.

SUMMARY OF PLAN CHOICES


You have a choice of three retirement plan arrangements under the Program. You
can:

o    Choose the MEMBERS RETIREMENT PLAN - which automatically gives you a full
     range of services from Equitable Life. These include your choice of the
     Program investment options, plan-level and participant-level recordkeeping,
     benefit payments and tax withholding and reporting. Under the Members
     Retirement Plan employers adopt our Master Trust and your only investment
     choices are from the Investment Options.


- --------------------------------------------------------------------------------
The Members Retirement Plan is a defined contribution master plan that can be
adopted as a profit sharing plan (including optional 401(k), SIMPLE 401(k) and
safe harbor 401(k) features), a defined contribution pension plan, or both.
- --------------------------------------------------------------------------------


o    Choose the VOLUME SUBMITTER PLAN - which automatically gives you a full
     range of services from Equitable Life and offers the opportunity to utilize
     a cross-tested plan option. The services include your choice of the
     Program's investment options, plan-level and participant-level
     recordkeeping, benefit payments and tax withholding and reporting. Under
     the Volume Submitter Plan, employers adopt the Volume Submitter Retirement
     Trust and your only investment choices are from the Investment Options.

- -----------------------------------------------------------------------------
The Volume Submitter Plan is a defined contribution plan that can be adopted as
a profit sharing plan (new comparability or age weighted) with or without 401(k)
features.
- --------------------------------------------------------------------------------


o    Maintain our POOLED TRUST FOR INDIVIDUALLY DESIGNED PLANS - and use our
     Pooled Trust for investment options in the Program in addition to your own
     individual investments. The Pooled Trust is for investment only and can be
     used for both defined benefit and defined contribution plans. We provide
     participant-level or plan-level recordkeeping services for plan assets in
     the Pooled Trust.


- --------------------------------------------------------------------------------
The Pooled Trust is an investment vehicle used with individually designed
qualified retirement plans. It can be used for both defined contribution and
defined benefit plans. We provide recordkeeping services for plan assets held in
the Pooled Trust.
- -----------------------------------------------------------------------------


Choosing the right plan depends on your own set of circumstances. We recommend
that you review all plan, trust, participation and related agreements with your
legal and tax counsel.

<PAGE>

- ----------
The Program   26
- --------------------------------------------------------------------------------

GETTING STARTED


If you choose either of the Plans, you as the employer or trustee must complete
an Adoption Agreement. As an employer, you are responsible for the
administration of the plan you choose. Please see "Your Responsibilities as
Employer" in the SAI.


HOW TO MAKE PROGRAM CONTRIBUTIONS

Contributions must be in the form of a check drawn on a bank in the U.S.
clearing through the Federal Reserve System, in U.S. dollars, and made payable
to Equitable Life. All contribution checks should be sent to Equitable Life at
the address shown "For contribution checks only" in the "Information once you
join the Program" section under "How to reach us" in this prospectus. Third
party checks are not acceptable, except for rollover contributions, tax-free
exchanges or trustee checks that involve no refund. All checks are subject to
collection. We reserve the right to reject a payment if it is received in an
unacceptable form.

All contributions must be accompanied by a Contribution Remittance form which
designates the amount to be allocated to each participant by contribution type.
Contributions are normally credited on the business day that we receive them,
provided the remittance form is properly completed and matches the check amount.
Contributions are only accepted from the employer. Employees may not send
contributions directly to the Program. Contributions are only accepted for
properly enrolled participants.


There is no minimum amount which must be contributed for investment if you adopt
either of the Plans, or if you have your own individually designed plan that
uses the Pooled Trust.


ALLOCATING PROGRAM CONTRIBUTIONS


Under either Plan participants make all of the investment decisions.


Investment decisions for individually designed plans are made either by the
participant or by the plan trustees depending on the terms of the plan.

Participants may allocate contributions among any number of Program investment
options. Allocation instructions can be changed at any time. You may allocate
employer contributions in different percentages than your employee
contributions. The allocation percentages you elect for employer contributions
will automatically apply to 401(k) qualified non-elective contributions,
qualified matching contributions and matching contributions. The allocation
percentages you elect for employee contributions will automatically apply to
both your post-tax employee contributions and your 401(k) salary deferral
contributions.

IF WE DO NOT RECEIVE ADEQUATE INSTRUCTIONS, WE WILL ALLOCATE YOUR CONTRIBUTIONS
TO THE MONEY MARKET GUARANTEE ACCOUNT. YOU MAY, OF COURSE, TRANSFER TO ANOTHER
INVESTMENT OPTION AT ANY TIME.



WHEN TRANSACTION REQUESTS ARE EFFECTIVE. Contributions, as well as transfer
requests and allocation changes (not including GRA maturity allocation changes
discussed in the SAI), are effective on the business day they are received.
Distribution requests are also effective on the business day they are received
unless, as in the Plans, there are plan provisions to the contrary. Transaction
requests received after the end of a business day will be credited the next
business day. Processing of any transaction may be delayed if a properly
completed form is not received.


Trustee-to-trustee transfers of plan assets are effective the business day after
we receive all items we require, including check and mailing instructions, and a
plan opinion/IRS determination letter from the new or amended plan, or adequate
proof of qualified plan status.

DISTRIBUTIONS FROM THE INVESTMENT OPTIONS

Keep in mind two sets of rules when considering distributions or withdrawals
from the Program. The first are rules and procedures that apply to the
investment options, exclusive of the provisions of your plan. We discuss those
in this section. The second are rules specific to your plan. We discuss those
"Rules applicable to participant distributions"



<PAGE>

- --------
The Program  27
- --------------------------------------------------------------------------------

below. Certain plan distributions may be subject to Federal income tax, and
penalty taxes. See "Tax information" later in this prospectus.


AMOUNTS IN THE FUNDS AND MONEY MARKET GUARANTEE ACCOUNT. These are generally
available for distribution at any time, subject to the provisions of your plan.
Distributions from the Money Market Guarantee Account and the Alliance Growth
Equity, Alliance Mid Cap Growth and Alliance Balanced Funds are permitted at any
time. Distributions from remaining Funds are permitted at any time except if
there is any delay in redemptions from the corresponding portfolio of the
Trusts, as applicable.


AMOUNTS IN THE GUARANTEED RATE ACCOUNTS. Withdrawals generally may not be taken
from GRAs. See "Guaranteed Rate Accounts" earlier in this prospectus.

Payments or withdrawals and application of proceeds to an annuity ordinarily
will be made promptly upon request in accordance with plan provisions. However,
we can defer payments, applications and withdrawals for any period during which
the New York Stock Exchange is closed for trading, sales of securities are
restricted or determination of the fair market value of assets is not reasonably
practicable because of an emergency.

IF YOUR PLAN IS AN EMPLOYER OR TRUSTEE-DIRECTED PLAN, YOU AS THE EMPLOYER ARE
RESPONSIBLE FOR ENSURING THAT THERE IS SUFFICIENT CASH AVAILABLE TO PAY
BENEFITS.

RULES APPLICABLE TO PARTICIPANT DISTRIBUTIONS

In addition to our own procedures, distribution and benefit payment options
under a tax qualified retirement plan are subject to complicated legal
requirements. A general explanation of the Federal income tax treatment of
distributions and benefit payment options is provided in "Tax information" later
in this prospectus and in the SAI. You should discuss your options with a
qualified financial advisor. Our Account Executives also can be of assistance.


In general, under the Plans, participants are eligible for benefits upon
retirement, death or disability, or upon termination of employment with a vested
benefit. Participants in an individually designed plan are eligible for
retirement benefits depending on the terms of their plan. See "Benefit payment
options" under "Transfers and access to your money" earlier in this prospectus
and "Tax information" later in this prospectus for more details. For
participants who own more than 5% of the business, benefits must begin no later
than April 1 of the year after the participant reaches age 70 1/2. For all other
participants, distribution must begin by April 1 of the later of the year after
attaining age 70 1/2 or retirement from the employer sponsoring the plan.

o    You may withdraw all or part of your Account Balance under either Plan
     attributable to post-tax employee contributions at any time, provided that
     you withdraw at least $300 at a time (or, if less, your entire post-tax
     Account Balance).


o    If you are married, your spouse must generally consent in writing before
     you can make any type of withdrawal except to purchase a Qualified Joint
     and Survivor Annuity. Self-employed persons may generally not receive a
     distribution prior to age 59 1/2.

o    Employees may generally not receive a distribution prior to severance from
     employment.

o    Hardship withdrawals before age 59 1/2 may be permitted under 401(k) and
     certain other profit sharing plans.

Under an individually designed plan, the availability of pre-retirement
withdrawals depends on the terms of the plan. We suggest that you ask your
employer what types of withdrawals are available under your plan. See
"Procedures for withdrawals, distributions and transfers" in the SAI for a more
detailed discussion of these general rules.


Generally you may not make withdrawals from the Guaranteed Rate Accounts prior
to maturity. See "The Guaranteed Rate Accounts" earlier in this prospectus.




<PAGE>

6
Charges and expenses

- -------
Charges and expenses  28
- --------------------------------------------------------------------------------

You will incur two general types of charges under the Program:

(1)  Charges imposed on amounts invested in the trust - these apply to all
     amounts invested in the trust (including installment payout option
     payments), and do not vary by plan. These are, in general, reflected as
     reductions in the unit values of the Funds or as reductions from the rates
     credited to the guaranteed options.

(2)  Plan and transaction charges - these vary by plan or are charged for
     specific transactions, and are typically stated in a dollar amount. Unless
     otherwise noted, these are deducted in fixed dollar amounts by reducing the
     number of units in the appropriate Funds and the dollars in the Guaranteed
     Options.

We deduct amounts for the 3-year or 5-year GRA from your most recent GRA.

We make no deduction from your contributions or withdrawals for sales expenses.

CHARGES BASED ON AMOUNTS INVESTED IN THE PROGRAM

PROGRAM EXPENSE CHARGE

We assess the Program expense charge as a daily charge at an annual rate of
1.00% of your account balance held in the trust. The purpose of this charge is
to cover the expenses that we incur in connection with the Program.


We apply the Program expense charge toward the cost of maintenance of the
investment options, promotion of the Program, investment funds, guaranteed rate
accounts, money market guarantee account, administrative costs, such as
enrollment and answering participant inquiries, and overhead expenses such as
salaries, rent, postage, telephone, travel, legal, actuarial and accounting
costs, office equipment and stationery. During 2003 we received $1,654,990 under
the Program expense charge then in effect.


PROGRAM-RELATED INVESTMENT MANAGEMENT AND ACCOUNTING FEES

The computation of unit values for each of the Funds named below also reflects
fees charged for investment management and accounting. We receive fees for
investment management services for the Alliance Growth Equity, Alliance Mid Cap
Growth and Alliance Balanced Funds. The investment management and accounting fee
covers the investment management and financial accounting services we provide
for these Funds, as well as a portion of our related administrative costs. This
fee is charged daily at an effective annual rate of .50% of the net assets of
the Alliance Growth Equity and Balanced Funds and an effective annual rate of
..65% for the Alliance Mid Cap Growth Fund.

OTHER EXPENSES BORNE BY THE PORTFOLIOS AND FUNDS


TRUST ANNUAL EXPENSES. The EQ/Alliance Intermediate Government Securities Fund,
EQ/Alliance International Fund, EQ/Bernstein Diversified Value Fund, EQ/Calvert
Socially Responsible Fund, EQ/Capital Guardian International Fund, EQ/Capital
Guardian Research Fund, EQ/Capital Guardian U.S. Equity Fund, EQ/Equity 500
Index Fund, EQ/FI Small/Mid Cap Value Fund, EQ/MFS Emerging Growth Companies
Fund, EQ/Small Company Index Fund, and the EQ/Technology Fund* are indirectly
subject to investment management fees, 12b-1 (if applicable) fees and other
expenses charged against assets of the corresponding portfolios of the Trusts.
These expenses are described in the Trusts' prospectuses.


OTHER EXPENSES. Certain costs and expenses are charged directly to the Funds.
These may include transfer taxes, SEC filing fees and certain related expenses
including printing of SEC filings, prospectuses and reports, proxy mailings,
other mailing costs, and legal expenses.


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

*     The EQ/Technology investment option will be merged into the AXA Premier
      VIP Technology investment option. See "Combination of certain
      investment options" later in this prospectus.






<PAGE>

- ----------
Charges and expenses  29
- --------------------------------------------------------------------------------

PLAN AND TRANSACTION EXPENSES

MEMBERS RETIREMENT PLAN AND INVESTMENT ONLY FEES

RECORD MAINTENANCE AND REPORT FEE. At the end of each calendar quarter, we
deduct a record maintenance and report fee of $3.75 from your account balance.
We reserve the right to charge varying fees based on the requested special
mailings, reports and services given to your retirement plan.

ENROLLMENT FEE. We charge an employer a non-refundable enrollment fee of $25 for
each participant enrolled under its plan. If we do not maintain individual
participant records under an individually-designed plan, we instead charge the
employer $25 for each plan or trust. If the employer fails to pay these charges,
we may deduct the amount from subsequent contributions or from participants'
account balances.

INDIVIDUAL ANNUITY CHARGES

ANNUITY ADMINISTRATIVE CHARGE. If a participant elects an annuity payment
option, we deduct a $350 charge from the amount used to purchase the annuity.
This charge reimburses us for administrative expenses associated with processing
the application for the annuity and issuing each month's annuity payment.

CHARGES FOR STATE PREMIUM AND OTHER APPLICABLE TAXES


We deduct a charge designed to approximate certain taxes that may be imposed on
us, such as, premium taxes in your state. Currently, we deduct the charge from
the amount applied to provide an annuity payout option. The current tax charge
that might be imposed on us varies by state and ranges from 0% to 1%.


We reserve the right to deduct any applicable charges such as premium taxes from
each contribution or from distributions or upon termination of your contract. If
we have deducted any applicable tax charges from contributions, we will not
deduct a charge for the same taxes later. If, however, an additional tax is
later imposed on us when you make a partial or full withdrawal, or your contract
is terminated, or you begin receiving annuity payments, we reserve the right to
deduct a charge at that time.

FEES PAID TO ASSOCIATIONS. We may pay associations a fee for enabling the
Program to be made available to their memberships. The fee may be based on the
number of employers whom we solicit, the number who participate in the Program,
and/or the value of Program assets. We make these payments without any
additional deduction or charge under the Program.

GENERAL INFORMATION ON FEES AND CHARGES


We will give you written notice of any change in the fees and charges. We may
also establish a separate fee schedule for requested non-routine administrative
services. During 2003 we received total fees and charges under the Program of
$2,617,106.




<PAGE>

7
Tax information


- -------
Tax information  30
- --------------------------------------------------------------------------------

President Bush signed the Economic Growth and Tax Relief Reconciliation Act of
2001 ("EGTRRA") on June 7, 2001. Many of the provisions of EGTRRA began to be
effective on January 1, 2002 and are phased in during the first decade of the
twenty-first century. In the absence of future legislation, all of the
amendments made by EGTRRA will no longer apply after December 31, 2010, and the
law in effect in 2001 will apply again. In general, EGTRRA liberalizes
contributions that can be made to all types of tax-favored retirement plans. In
addition to increasing amounts that can be contributed and permitting
individuals over age 50 to make additional contributions, EGTRRA also permits
rollover contributions to be made between different types of tax-favored
retirement plans. Please discuss with your tax advisor how EGTRRA affects your
personal financial situation.

In this section, we briefly outline current federal income tax rules relating to
adoption of the Program, contributions to the Program and distributions to
participants under qualified retirement plans. Certain other information about
qualified retirement plans appears here and in the SAI. We do not discuss the
effect, if any, of state tax laws that may apply. For tax advice, we suggest
that you consult your tax advisor.

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 qualified retirement plans. In addition, the Treasury Department
may amend existing regulations, issue new regulations, or adopt new
interpretations of existing laws. State tax laws or, if you are not a United
States resident, foreign tax laws, may 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 also change. 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 advisor.

BUYING A CONTRACT TO FUND A RETIREMENT ARRANGEMENT

Annuity contracts can be purchased in connection with employer plans qualified
under Code Section 401. How these arrangements work, including special rules
applicable to each, is described in the Statement of Additional Information. You
should be aware that the funding vehicle for a qualified arrangement does not
provide any tax deferral benefit beyond that already provided by the Code for
all permissible funding vehicles. Before choosing an annuity contract,
therefore, you should consider the annuity's features and benefits, such as the
contract's selection of investment funds, provision of guaranteed options and
choices of pay-out options, as well as the features and benefits of other
permissible funding vehicles and the relative costs of annuities and other
arrangements. You should be aware that cost may vary depending on the features
and benefits made available and the charges and expenses of the investment
options or funds that you elect.

INCOME TAXATION OF DISTRIBUTIONS TO QUALIFIED PLAN PARTICIPANTS

In this section, the word "you" refers to the plan participant.

Amounts distributed to a participant from a qualified plan are generally subject
to federal income tax as ordinary income when benefits are distributed to you or
your beneficiary. Generally speaking, only your post-tax contributions, if any,
are not taxed when distributed.

ELIGIBLE ROLLOVER DISTRIBUTIONS. Many types of distributions from qualified
plans are "eligible rollover distributions" that can be transferred directly to
another qualified plan, traditional individual retirement arrangement ("IRA"),
an annuity under Section 403(b) of the Code, a retirement plan under Section 457
of the Code or rolled over to another plan or IRA within 60 days of the receipt
of the distribution. If a distribution is an "eligible rollover distribution,"
20% mandatory federal income tax withholding will apply unless the distribution
is directly transferred to a qualified plan, 403(b), 457 and IRA. See




<PAGE>

- ----------
Tax information  31
- --------------------------------------------------------------------------------

"Eligible rollover distributions and federal income tax withholding" in the SAI
for a more detailed discussion.

ANNUITY OR INSTALLMENT PAYMENTS. Each payment you receive is ordinary income for
tax purposes, except where you have a "cost basis" in the benefit. Your cost
basis is equal to the amount of your post-tax employee contributions, plus any
employer contributions you had to include in gross income in prior years. You
may exclude from gross income a portion of each annuity or installment payment
you receive. If you (and your survivor) continue to receive payments after you
have received your cost basis in the contract, all amounts will be taxable.

IN SERVICE WITHDRAWALS. Some plans allow in-service withdrawals of after-tax
contributions. The portion of each withdrawal attributable to cost basis is not
taxable. The portion of each withdrawal attributable to earnings is taxable.
Withdrawals are taxable only after they exceed your cost basis if (a) they are
attributable to your pre-January 1, 1987 contributions under (b) plans that
permitted those withdrawals as of May 5, 1986. In addition, 20% mandatory
Federal income tax withholding may also apply.

PREMATURE DISTRIBUTIONS. You may be liable for an additional 10% penalty tax on
all taxable amounts distributed before age 59 1/2 unless the distribution falls
within a specified exception or is rolled over into an IRA or other qualified
plan.

The exceptions to the penalty tax include (a) distributions made on account of
your death or disability, (b) distributions beginning after separation from
service in the form of a life annuity or installments over your life expectancy
(or the joint lives or life expectancies of you and your beneficiary), (c)
distributions due to separation from active service after age 55 and (d)
distributions you use to pay deductible medical expenses.


WITHHOLDING. In almost all cases, 20% mandatory income tax withholding will
apply to all "eligible rollover distributions" that are not directly transferred
to a qualified plan, 403(b), 457 and IRA. If a distribution is not an eligible
rollover distribution, the recipient may elect out of withholding. The rate of
withholding depends on the type of distribution. See "Eligible rollover
distributions and federal income tax withholding" in the SAI. Under the Plans,
we will withhold the tax and send you the remaining amount. Under an
individually designed plan, we will pay the full amount of the distribution to
the plan's trustee. The trustee is then responsible for withholding Federal
income tax upon distributions to you or your beneficiary.


OTHER TAX CONSEQUENCES

Federal estate and gift taxes, state and local estate and inheritance taxes and
other tax consequences of participation in the Program depend on the residence
and the circumstances of each participant or beneficiary. For complete
information on Federal, state, local and other tax considerations, you should
consult a qualified tax advisor.

We cannot provide detailed information on all tax aspects of the plans or
contracts. Moreover, the tax aspects that apply to a particular person's plan or
contract may vary depending on the facts applicable to that person. We do not
discuss state income and other state taxes, federal income tax and withholding
rules for non-U.S. taxpayers, or federal gift and estate taxes. Rights or values
under plans or contracts or payments under the contracts, for example, amounts
due to beneficiaries, may be subject to gift or estate taxes. You should not
rely only on this document, but should consult your tax advisor before your
purchase.

<PAGE>


8
More information




- --------
More information   32
- --------------------------------------------------------------------------------

ABOUT PROGRAM CHANGES OR TERMINATIONS

AMENDMENTS. The contract has been amended in the past and we and the Trustees
may agree to amendments in the future. No future change can affect annuity
benefits in the course of payment. If certain conditions are met, we may: (1)
terminate the offer of any of the investment options and (2) offer new
investment options with different terms.

TERMINATION. We may terminate the contract at any time. If the contract is
terminated, we will not accept any further contributions. We will continue to
hold amounts allocated to the Guaranteed Rate Accounts until maturity. Amounts
already invested in the investment options may remain in the Program and you may
also elect payment of benefits through us.

IRS DISQUALIFICATION

If your plan is found not to qualify under the Internal Revenue Code, we may:
(1) return the plan's assets to the employer (in our capacity as the plan
administrator) or (2) prevent plan participants from investing in the separate
accounts.

ABOUT THE SEPARATE ACCOUNTS

Each Investment Fund is one, or part of one, of our separate accounts. We
established the separate accounts under special provisions of the New York
Insurance Law. These provisions prevent creditors from any other business we
conduct from reaching the assets we hold in our investment funds for owners of
our variable annuity contracts, including our contracts. The results of each
separate account's operations are accounted for without regard to Equitable
Life's, or any other separate account's, operating results. We are the legal
owner of all of the assets in the separate accounts and may withdraw any amounts
we have in the separate accounts that exceed our reserves and other liabilities
under variable annuity contracts.


The separate accounts that we call the Alliance Growth Equity, Alliance Mid Cap
Growth, and Alliance Balanced Funds commenced operations in 1968, 1969, and 1979
respectively. Separate Account No. 66, which holds the other Funds offered under
the contract, was established in 1997. Because of exclusionary provisions, none
of the Funds is subject to regulation under the Investment Company Act of 1940.
Separate Account No. 66, however, purchases Class IA shares and Class IB/B
shares of the Trusts. The Trusts are registered as open-end management
investment companies under the 1940 Act.

COMBINATION OF CERTAIN INVESTMENT OPTIONS

Subject to shareholder approval, on or about May 14, 2004, we anticipate that
the EQ/Technology investment option (the "replaced option"), which invests in a
corresponding portfolio of EQ Advisors Trust, will be merged into the AXA
Premier VIP Technology investment option (the "surviving option"), which invests
in a corresponding portfolio of AXA Premier VIP Trust. The AXA Premier VIP
Technology option will first become available under the contracts at the time
that its interests replace interests in the EQ/Technology option. At that time,
we will move the assets in the replaced option into the surviving option and all
allocation elections to the replaced option will be considered allocations to
the surviving option.


ABOUT LEGAL PROCEEDINGS

Equitable Life and its affiliates are parties to various legal proceedings. In
our view, none of these proceedings is likely to have a material adverse effect
upon the separate accounts, our ability to meet our obligations under the
Program, or the distribution of contract interests under the Program.


ABOUT OUR INDEPENDENT AUDITORS


The financial statements listed below and incorporated in the SAI have been so
incorporated in reliance on the reports of PricewaterhouseCoopers LLP,
independent auditors, given on the authority of said firm as experts in auditing
and accounting.

o    The financial statements for Separate Account Nos. 3, 4, 10 and 66 as of
     December 31, 2003 and for each of the two years in the period then ended.





<PAGE>

- ----------
More information  33
- --------------------------------------------------------------------------------


o    The financial statements for Equitable Life as of December 31, 2003 and
     2002 and for each of the three years in the periods then ended.


ABOUT THE TRUSTEE


 As trustee, JPMorgan Chase Bank serves as a party to the contract. It has no
 responsibility for the administration of the Program or for any distributions
 or duties under the contract.


REPORTS WE PROVIDE AND AVAILABLE INFORMATION

We send reports annually to employers showing the aggregate Account Balances of
all participants and information necessary to complete annual IRS filings.

As permitted by the SEC's rules, we omitted certain portions of the registration
statement filed with the SEC from this prospectus and the SAI. You may obtain
the omitted information by: (1) requesting a copy of the registration statement
from the SEC's principal office in Washington, D.C., and paying prescribed fees,
or (2) by accessing the EDGAR Database at the SEC's Website at
http://www.sec.gov.

ACCEPTANCE

The employer or plan sponsor, as the case may be: (1) is solely responsible for
determining whether the Program is a suitable funding vehicle and (2) should
carefully read the prospectus and other materials before entering into an
Adoption Agreement.


More information

<PAGE>

Appendix I: Condensed financial information






- --------
Appendix I: Condensed financial information   A-1
- --------------------------------------------------------------------------------


These selected per unit data and ratios for the years ended December 31, 1994
through December 31, 2003 have been derived from the financial statements
audited by PricewaterhouseCoopers LLP, independent auditors, in their reports
included in the SAI. For years prior to 1993, the condensed financial
information was audited by other independent accountants. The financial
statements of each of the Funds as well as the consolidated financial statements
of Equitable Life are contained in the SAI. Information is provided for the
period that each Fund has been available under the Program, but not longer than
ten years.



SEPARATE ACCOUNT NO. 4 (POOLED)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

ALLIANCE GROWTH EQUITY FUND - INCOME, EXPENSES AND CAPITAL CHANGES PER UNIT
OUTSTANDING THROUGHOUT THE YEARS INDICATED AND OTHER SUPPLEMENTARY DATA




<TABLE>
<CAPTION>
                                                             YEAR ENDED DECEMBER 31,
                                             -------------------------------------------------------
                                                  2003          2002          2001          2000
                                             ------------- ------------- ------------- -------------
<S>                                          <C>           <C>           <C>           <C>
Income                                         $    1.00     $     .88     $    1.28     $    1.57
Expenses (Note A)                                  (3.64)        (4.06)        (5.01)        (5.84)
Net investment loss                                (2.64)        (3.18)        (3.73)        (4.27)
Net realized and unrealized gain
  (loss) on investments (Note B)                   66.69        (71.04)       (59.31)       (65.13)
Net increase (decrease) in Alliance Growth
  Equity Fund Unit Value                           64.05        (74.22)       (63.04)       (69.40)
Alliance Growth Equity Fund Unit Value
  (Note C):
  Beginning of year                               186.97        261.19        324.23        393.63
  End of year                                     251.02        186.97        261.19        324.23
Ratio of expenses to average net assets
  attributable to the Program                       1.69%         1.86%         1.80%         1.68%
Ratio of net income (loss) to average net
  assets attributable to the Program               (1.22)%       (1.46)%       (1.34)%       (1.23)%
Number of Alliance Growth Equity Fund
  Units outstanding at end of year (000's)           153           154           159           165
Portfolio turnover rate (Note D)                      51%           39%          132%           48%



<CAPTION>
                                                                           YEAR ENDED DECEMBER 31,
                                             -----------------------------------------------------------------------------------
                                                  1999          1998          1997          1996          1995          1994
                                             ------------- ------------- ------------- ------------- ------------- -------------
<S>                                          <C>           <C>           <C>           <C>           <C>           <C>
Income                                         $    1.78     $    1.59     $    1.53     $    1.37     $    1.84     $    1.79
Expenses (Note A)                                  (5.57)        (5.01)        (4.55)        (3.82)        (3.25)        (2.76)
Net investment loss                                (3.79)        (3.42)        (3.02)        (2.45)        (1.41)         (.97)
Net realized and unrealized gain
  (loss) on investments (Note B)                  102.66         (8.33)        65.28         36.80         50.16         (3.76)
Net increase (decrease) in Alliance Growth
  Equity Fund Unit Value                           98.87        (11.75)        62.26         34.35         48.75         (4.73)
Alliance Growth Equity Fund Unit Value
  (Note C):
  Beginning of year                               294.76        306.51        244.25        209.90        161.15        165.88
  End of year                                     393.63        294.76        306.51        244.25        209.90        161.15
Ratio of expenses to average net assets
  attributable to the Program                       1.69%         1.68%         1.65%         1.68%         1.74%         1.72%
Ratio of net income (loss) to average net
  assets attributable to the Program               (1.15)%       (1.15)%       (1.10)%       (1.08)%       (0.76)%       (0.60)%
Number of Alliance Growth Equity Fund
  Units outstanding at end of year (000's)           181           228           241           228           214           219
Portfolio turnover rate (Note D)                      72%           71%           62%          105%          108%           91%
</TABLE>


See notes following these tables.


<PAGE>

- -----
Appendix I: Condensed financial information   A-2
- --------------------------------------------------------------------------------

SEPARATE ACCOUNT NO. 3 (POOLED)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

ALLIANCE MID CAP GROWTH FUND - INCOME, EXPENSES AND CAPITAL CHANGES PER UNIT
OUTSTANDING THROUGHOUT THE YEARS INDICATED AND OTHER SUPPLEMENTARY DATA




<TABLE>
<CAPTION>
                                                            YEAR ENDED DECEMBER 31,
                                              ----------------------------------------------------
                                                   2003         2002          2001         2000
                                              ------------ ------------- ------------ ------------
<S>                                           <C>          <C>           <C>          <C>
Income                                          $    .09     $     .08     $    .18     $    .39
Expenses (Note A)                                   (.62)         (.62)        (.77)        (.96)
Net investment loss                                 (.53)         (.54)        (.59)        (.57)
Net realized and unrealized gain (loss) on         18.26        (11.21)       (8.46)       (7.17)
  investments (Note B)
Net increase (decrease) in Alliance Mid Cap        17.73        (11.75)       (9.05)       (7.74)
  Growth Fund Unit Value
Alliance Mid Cap Growth Fund Unit Value
  (Note C):
  Beginning of year                                26.74         38.49        47.54        55.28
  End of year                                      44.47         26.74        38.49        47.54
Ratio of expenses to average net assets             1.78%         2.02%        1.93%        1.82%
  attributable to the Program
Ratio of net investment income (loss) to           (1.51)%       (1.76)%      (1.48)%      (1.07)%
  average net assets attributable to the
  Program
Number of Alliance Mid Cap Growth Fund               428           379          361          353
  Units outstanding at end of year (000's)
Portfolio turnover rate (Note D)                     113%          161%         200%         136%



<CAPTION>
                                                                         YEAR ENDED DECEMBER 31,
                                              -----------------------------------------------------------------------------
                                                   1999         1998         1997         1996         1995         1994
                                              ------------ ------------ ------------ ------------ ------------ ------------
<S>                                           <C>          <C>          <C>          <C>          <C>          <C>
Income                                          $    .38     $    .34     $    .26     $    .33     $    .24     $    .18
Expenses (Note A)                                   (.91)        (.97)        (.97)        (.86)        (.69)        (.60)
Net investment loss                                 (.53)        (.63)        (.71)        (.53)        (.45)        (.42)
Net realized and unrealized gain (loss) on          8.09        (7.48)        6.08         9.25         9.98        (1.32)
  investments (Note B)
Net increase (decrease) in Alliance Mid Cap         7.56        (8.11)        5.37         8.72         9.53        (1.74)
  Growth Fund Unit Value
Alliance Mid Cap Growth Fund Unit Value
  (Note C):
  Beginning of year                                47.72        55.83        50.46        41.74        32.21        33.95
  End of year                                      55.28        47.72        55.83        50.46        41.74        32.21
Ratio of expenses to average net assets             1.86%        1.84%        1.82%        1.80%        1.86%        1.86%
  attributable to the Program
Ratio of net investment income (loss) to           (1.09)%      (1.20)%      (1.33)%      (1.12)%      (1.21)%      (1.31)%
  average net assets attributable to the
  Program
Number of Alliance Mid Cap Growth Fund               366          490          508          395          328          283
  Units outstanding at end of year (000's)
Portfolio turnover rate (Note D)                     108%         195%         176%         118%         137%          94%
</TABLE>


See notes following these tables.



<PAGE>

- -----
Appendix I: Condensed financial information  A-3
- --------------------------------------------------------------------------------

SEPARATE ACCOUNT NO. 10 (POOLED)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

ALLIANCE BALANCED FUND - INCOME, EXPENSES AND CAPITAL CHANGES PER UNIT
OUTSTANDING THROUGHOUT THE YEARS INDICATED AND OTHER SUPPLEMENTARY DATA




<TABLE>
<CAPTION>
                                                         YEAR ENDED DECEMBER 31,
                                               -------------------------------------------
                                                   2003       2002       2001       2000
                                               ---------- ---------- ---------- ----------
<S>                                            <C>        <C>        <C>        <C>
Income                                          $   .86    $  1.09    $  1.38    $  1.55
Expenses (Note A)                                  (.65)      (.68)      (.71)      (.73)
Net investment income                               .21        .41        .67        .82
Net realized and unrealized gain (loss) on
  investments (Note B)                             5.54       (4.15)     (3.05)     (2.36)
Net increase (decrease) in Alliance Balanced
  Fund Unit Value                                  5.75       (3.74)     (2.38)     (1.54)
Alliance Balanced Fund Unit Value (Note C):
  Beginning of year                               36.08      39.82      42.20      43.74
  End of year                                     41.83      36.08      39.82      42.20
Ratio of expenses to average net assets
  attributable to the Program                      1.71%      1.80%      1.77%      1.68%
Ratio of net investment income to average net
  assets attributable to the Program                .54%      1.09%      1.66%      1.89%
Number of Alliance Balanced Fund Units
  outstanding at end of year (000's)                790        757        555        426
Portfolio turnover rate (Note D)                    339%       288%       168%       145%



<CAPTION>
                                                                    YEAR ENDED DECEMBER 31,
                                               -----------------------------------------------------------------
                                                   1999       1998       1997       1996       1995       1994
                                               ---------- ---------- ---------- ---------- ---------- ----------
<S>                                            <C>        <C>        <C>        <C>        <C>        <C>
Income                                          $  1.36    $  1.30    $  1.21    $  1.00    $   .89    $   .74
Expenses (Note A)                                  (.68)      (.58)      (.52)      (.48)      (.43)      (.40)
Net investment income                               .68        .72        .69        .52        .46        .34
Net realized and unrealized gain (loss) on
  investments (Note B)                             4.66       5.14       2.83       2.11       3.74       (2.60)
Net increase (decrease) in Alliance Balanced
  Fund Unit Value                                  5.34       5.86       3.52       2.63       4.20       (2.26)
Alliance Balanced Fund Unit Value (Note C):
  Beginning of year                               38.40      32.54      29.02      26.39      22.19      24.45
  End of year                                     43.74      38.40      32.54      29.02      26.39      22.19
Ratio of expenses to average net assets
  attributable to the Program                      1.70%      1.65%      1.68%      1.73%      1.79%     1.72
Ratio of net investment income to average net
  assets attributable to the Program               1.70%      2.04%      2.25%      1.91%      1.90%      1.51%
Number of Alliance Balanced Fund Units
  outstanding at end of year (000's)                456        473        454        476        458        446
Portfolio turnover rate (Note D)                     95%        89%       165%       177%       170%       107%
</TABLE>


A.  Enrollment fees are not included above and did not affect the Alliance
    Growth Equity, Alliance Mid Cap Growth or Alliance Balanced Fund Unit
    Values. Enrollment fees were generally deducted from contributions to the
    Program.

B.  See Note 2 to Financial Statements of Separate Account Nos. 3 (Pooled), 4
    (Pooled) and 10 (Pooled), which may be found in the SAI.

C.  The value for an Alliance Growth Equity Fund Unit was established at $10.00
    on January 1, 1968 under the National Association of Realtors Members
    Retirement Program (NAR Program). The NAR Program was merged into the
    Members Retirement Program on December 27, 1984. The values for an Alliance
    Mid Cap Growth and an Alliance Balanced Fund Unit were established at $10.00
    on May 1, 1985, the date on which the Funds were first made available under
    the Program.

D.  The portfolio turnover rate includes all long-term U.S. Government
    securities, but excludes all short-term U.S. Government securities and all
    other securities whose maturities at the time of acquisition were one year
    or less. Represents the annual portfolio turnover rate for the entire
    separate account.


Income, expenses, gains and losses shown above pertain only to participants'
accumulations attributable to the Program. Other plans also participate in the
Alliance Growth Equity, Alliance Mid Cap Growth and Alliance Balanced Funds and
may have operating results and other supplementary data different from those
shown above.



<PAGE>

- ---------
Appendix I: Condensed financial information   A-4
- --------------------------------------------------------------------------------

SEPARATE ACCOUNT NO. 66 UNIT VALUES


UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR THESE FUNDS AT YEAR END FOR EACH
VARIABLE INVESTMENT FUND, EXCEPT FOR THOSE FUNDS BEING OFFERED FOR THE FIRST
TIME AFTER DECEMBER 31, 2003.




<TABLE>
<CAPTION>
                                                                 FOR THE YEARS ENDING DECEMBER 31,
                                                --------------------------------------------------------------------   INCEPTION
                                                    1998       1999       2000        2001        2002        2003       DATE
                                                ---------- ---------- ---------- ----------- ----------- ----------- -----------
<S>                                             <C>        <C>        <C>        <C>         <C>         <C>         <C>
EQ/Alliance Intermediate Government Securities
  Unit Value                                           -          -          -           -     $ 10.09     $ 10.16    11/22/02
  Number of Units Outstanding                          -          -          -           -          17         226
EQ/Alliance International
  Unit Value                                           -          -          -           -     $ 10.84     $ 14.48    11/22/02
  Number of Units Outstanding                          -          -          -           -         757         795
EQ/Bernstein Diversified Value Fund
  Unit Value                                           -          -          -     $ 10.08     $  8.57     $ 10.89     5/18/01
  Number of units outstanding                          -          -          -         371         433         487
EQ/Calvert Socially Responsible Fund
  Unit Value                                           -          -     $ 9.63     $  8.10     $  5.87                  5/1/00
  Number of units outstanding                          -          -         12          36          57          99
EQ/Capital Guardian International Fund
  Unit Value                                           -          -          -     $  8.05     $  6.74     $  8.82     5/18/01
  Number of units outstanding                          -          -          -           3          22          55
EQ/Capital Guardian Research
  Unit Value                                           -          -          -           -     $ 10.87     $ 14.10    11/22/02
  Number of Units Outstanding                          -          -          -           -         321         364
EQ/Capital Guardian U.S. Equity
  Unit Value                                           -          -          -           -     $  9.09     $ 12.24     7/12/02
  Number of Units Outstanding                          -          -          -           -          18          64
EQ/Equity 500 Index Fund
  Unit Value                                                            $ 8.78     $  7.60     $  5.81     $  7.32     10/6/00
  Number of units outstanding (000's)                                      851         917       1,084       1,477
EQ/FI Small/Mid Cap Value Fund
  Unit Value                                      $ 9.42     $ 9.46     $ 9.81     $ 10.05     $  8.43     $ 11.08      8/1/97
  Number of units outstanding (000's)                217        159        158         232         374         430
EQ/MFS Emerging Growth Companies Fund
  Unit Value                                           -          -     $ 8.01     $  5.20     $  3.36     $  4.29      5/1/00
  Number of units outstanding                          -          -         59         108         187         295
EQ/Small Company Index Fund
  Unit Value                                           -          -          -     $  9.97     $  7.76     $ 11.18     5/18/01
  Number of units outstanding                          -          -          -          38          79         157
EQ/Technology Fund
  Unit Value                                           -          -          -     $  8.16     $  4.76     $  6.74     5/18/01
  Number of units outstanding                          -          -          -          28          58         128
</TABLE>


Appendix I: Condensed financial information
<PAGE>

Statement of additional information

- -----------
Statement of additional information   S-1
- --------------------------------------------------------------------------------

TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                             PAGE
<S>                                                         <C>
 Funding of the Program .................................    SAI-2
 Your Responsibilities as Employer ......................    SAI-2
 Procedures for Withdrawals, Distributions
  and Transfers .........................................    SAI-2
 Types of Benefits ......................................    SAI-5
 Provisions of the Plans ................................    SAI-8
 Investment Restrictions Applicable to the Alliance
  Growth Equity, Alliance Mid Cap Growth and
  Alliance Balanced Funds ...............................   SAI-12
 How We Determine the Unit Value for the Funds ..........   SAI-14
 How We Value the Assets of the Funds ...................   SAI-14
 Fund Transactions ......................................   SAI-15
 Investment Management and Accounting Fee ...............   SAI-17
 Distribution of the Contracts ..........................   SAI-17
 Equitable Life's Pending Name Change ...................   SAI-17
 Our Management .........................................   SAI-18
 Financial Statements ...................................   SAI-21
</TABLE>


CLIP AND MAIL TO US TO RECEIVE A
STATEMENT OF ADDITIONAL INFORMATION

To:  The Equitable Life Assurance Society
       of the United States
     Box 2468 G.P.O.
     New York, NY 10116


Please send me a copy of the Statement of Additional Information for the Members
Retirement Program Prospectus dated May 1, 2004.



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

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


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

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


Copyright 2004 by The Equitable Life Assurance Society of the United States. All
rights reserved.




<PAGE>

About Equitable Life






- ----------

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

The Equitable Life Assurance Society of the United States ("Equitable Life") is
the issuer of the group annuity contract that funds the Program. Equitable Life
also makes forms of plans and trusts available, and offers recordkeeping and
participant services to facilitate the operation of the Program.

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


AXA Financial Inc., and its consolidated subsidiaries manage approximately
$508.31 billion in assets as of December 31, 2003. For more than 100 years
Equitable Life has been among the largest insurance companies in the United
States. We are licensed to sell life insurance and annuities in all fifty
states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our
home office is located at 1290 Avenue of the Americas, New York, NY 10104.

Effective on or about September 7, 2004, we expect, subject to regulatory
approval, to change the name of "The Equitable Life Assurance Society of the
United States" to "AXA Equitable Life Insurance Company." When the name change
becomes effective, all references in any current prospectus, prospectus
supplement or statement of additional information to "The Equitable Life
Assurance Society of the United States" will become references to "AXA Equitable
Life Insurance Company." Accordingly, all references to "Equitable Life" or
"Equitable" will become references to "AXA Equitable."



<PAGE>

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

HOW TO REACH US.

You may communicate with our processing office as listed below for the purposes
described. Certain methods of contacting us, such as by telephone or
electronically may be unavailable or delayed (for example our facsimile service
may not be available at all times and/or we may be unavailable due to emergency
closing). In addition, the level and type of service available may be restricted
based on criteria established by us.

You can reach us as indicated below to obtain:

o    Copies of any plans, trusts, participation agreements, or enrollment or
     other forms used in the Program.

o    Unit values and other account information under your plan,

o    Any other information or materials that we provide in connection with the
     Program.


INFORMATION ON JOINING THE PROGRAM

BY PHONE:
1-800-523-1125 (Retirement Program Specialists available weekdays 9 AM to 5 PM
Eastern Time)

BY REGULAR MAIL:
The Members Retirement Program
c/o Equitable Life
Box 2011
Secaucus, NJ 07096

BY REGISTERED, CERTIFIED, OR OVERNIGHT DELIVERY:
The Members Retirement Program
c/o Equitable Life
200 Plaza Drive, Second Floor
Secaucus, NJ 07094

BY INTERNET:
The Members Retirement Program website www.equitable.com/mrp, provides
information about the Program, as well as several interactive tools and
resources that can help answer some of your retirement planning questions. The
website also provides an e-mail feature that can be accessed by clicking on
either "Contact us" or "Send E-Mail to the Equitable."

NO PERSON IS AUTHORIZED BY THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED
STATES TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS AND THE SAI, OR IN OTHER PRINTED OR WRITTEN
MATERIAL ISSUED BY EQUITABLE LIFE. YOU SHOULD NOT RELY ON ANY OTHER INFORMATION
OR REPRESENTATION.

INFORMATION ONCE YOU JOIN THE PROGRAM

BY PHONE:
1-800-526-2701 (U.S.) or 1-800-526-2701-0 from France, Israel, Italy, Republic
of Korea, Switzerland, and the United Kingdom (Account Executives available
weekdays 9 AM to 5 PM Eastern Time).

TOLL-FREE AIMS:
By calling 1-800-526-2701 or 1-800-526-2701-0, you may, with your assigned
personal security code, use AIMS to:

o    Transfer between investment options and obtain account balance information.

o    Change the allocation of future contributions and maturing guaranteed
     options.

o    Hear investment performance information, including investment fund unit
     values and current guaranteed option interest rates.


AIMS operates 24 hours a day. You may speak with our Account Executives during
regular business hours about any matters covered by the AIMS.

BY INTERNET FOR AMOUNTS IN THE TRUST


By logging on to www.equitable.com/mrp, Participant Services you may, with your
social security number and your personal security code, use the Internet to
access certain retirement account information such as:


o    Investment performance, current and historical investment fund unit values,
     and current guaranteed option interest rates.

o    Transfer assets between investment options and obtain account balance
     information.

o    Change the allocation of future contributions and maturing Guaranteed Rate
     Accounts.


BY REGULAR MAIL:
(correspondence):
The Members Retirement Program
Box 2468 G.P.O.
New York, NY 10116

FOR CONTRIBUTION CHECKS ONLY:
The Members Retirement Program
P.O. Box 1599
Newark, NJ 07101-9764

FOR REGISTERED, CERTIFIED, OR OVERNIGHT DELIVERY:
The Members Retirement Program
c/o Equitable Life
200 Plaza Drive, 2B-55
Secaucus, NJ 07094

BY E-MAIL


We welcome your comments and questions regarding the Members Retirement Program.
If you have a comment or suggestion about the Members Website we would
appreciate hearing from you. Go to www.equitable.com/mrp, Participant Services
and click on "Contact Us" or click on "email the Members Retirement Program."


<PAGE>


- --------------------------------------------------------------------------------
                      STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
MAY 1, 2004


                           MEMBERS RETIREMENT PROGRAM
- --------------------------------------------------------------------------------
This Statement of Additional Information ("SAI") is not a prospectus. You
should read this SAI in conjunction with Equitable Life's prospectus dated May
1, 2004 for the Members Retirement Program.

A copy of the prospectus to which this SAI relates is available at no charge by
writing to Equitable Life at Box 2468 G.P.O., New York, New York 10116 or by
calling our toll-free telephone number, in the U.S., 1-800-526-2701 or
1-800-526-2701-0 from France, Israel, Italy, Republic of Korea, Switzerland,
and the United Kingdom. Definitions of special terms used in this SAI are found
in the prospectus.

Certain of the cross references in this SAI are contained in the prospectus
dated May 1, 2004 to which this SAI relates.

                             CONTENTS OF THIS SAI

<TABLE>
<CAPTION>
                                                    PAGE IN SAI
                                                   ------------
<S>                                                <C>
Funding of the Program ...........................     SAI-2
Your Responsibilities as Employer ................     SAI-2
Procedures for Withdrawals, Distributions and
   Transfers .....................................     SAI-2
  Pre-Retirement Withdrawals .....................     SAI-2
  Benefit Distributions ..........................     SAI-3
  Death Benefits .................................     SAI-3
  Eligible Rollover Distributions and Federal
      Income Tax Withholding .....................     SAI-4
  Premature Withdrawals and Transfers from a
      GRA ........................................     SAI-4
  Maturing GRAs ..................................     SAI-5
Types of Benefits ................................     SAI-5
Provisions of the Plans ..........................     SAI-8
  Plan Eligibility Requirements ..................     SAI-8
  Contributions to Qualified Plans ...............     SAI-8
  Contributions to the Plans .....................     SAI-8
  Allocation of Contributions ....................    SAI-10
  The Plans and Section 404(c) of ERISA ..........    SAI-10
  Vesting ........................................    SAI-11
Investment Restrictions and Certain Investment
  Techniques Applicable to the Alliance Growth
  Equity, Alliance Mid Cap Growth and Alliance
  Balanced Funds .................................    SAI-12
How We Determine Unit Values for the Funds .......    SAI-14
How We Value the Assets of the Funds .............    SAI-14
Fund Transactions ................................    SAI-15
Investment Management and Accounting Fee .........    SAI-17
Distribution of the Contracts ....................    SAI-17
Equitable Life's Pending Name Change .............    SAI-17
Our Management ...................................    SAI-18
Financial Statements .............................    SAI-21
</TABLE>

- -------------
Copyright 2004 by The Equitable Life Assurance Society of The United States,
1290 Avenue of the Americas, New York, New York 10104. All rights reserved.

<PAGE>

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

FUNDING OF THE PROGRAM

The Program is primarily funded through a group annuity contract issued by
Equitable Life. The Trustee holds the contract for the benefit of employers and
participants in the Program.

YOUR RESPONSIBILITIES AS EMPLOYER

If you adopt the Members Retirement Plan or the Volume Submitter Plan (together,
the "Plans"), you as the employer and plan administrator will have certain
responsibilities, including:

     o    sending us your contributions at the proper time and in the proper
          format (including contribution type and fiscal year);

     o    maintaining all personnel records necessary for administering your
          plan;

     o    determining who is eligible to receive benefits;

     o    forwarding to us and, when required signing, all the forms your
          employees are required to submit;

     o    distributing summary plan descriptions, confirmation notices,
          quarterly notices and participant annual reports to your employees and
          former employees;

     o    distributing our prospectuses and confirmation notices to your
          employees and, in some cases, former employees;

     o    filing an annual information return for your plan with the Department
          of Labor, if required;

     o    providing us the information with which to run special
          non-discrimination tests, if you have a 401(k) plan or your plan
          accepts post-tax employee or employer matching contributions;

     o    determining the amount of all contributions for each participant in
          the plan;

     o    forwarding salary deferral and post-tax employee contributions to us
          as soon as possible (and in any event, no later than the 15th business
          day of the month following the month in which the employer withholds
          or receives participant contributions);

     o    selecting interest rates and monitoring default procedures if you
          elect the loan provision in your plan; and

     o    providing us with written instructions for allocating amounts in the
          plan's forfeiture account.

If you, as an employer, have an individually designed plan, your
responsibilities will not be increased in any way by adopting the Pooled Trust
for investment only.

We can provide guidance and assistance in the performance of your
responsibilities. If you have questions about any of your obligations, you can
contact our Account Executives at 1-800-526-2701 or write to us at Box 2468
G.P.O., New York, New York 10116.

PROCEDURES FOR WITHDRAWALS, DISTRIBUTIONS AND TRANSFERS

PRE-RETIREMENT WITHDRAWALS. Under the Plans, self-employed persons generally may
not receive a distribution prior to age 59 1/2, and employees generally may not
receive a distribution prior to severance from employment. However, if the Plans
are maintained as profit sharing plans, you may request distribution of benefits
after you reach age 59 1/2 even if you are still working, as long as you are
100% vested.

In addition, if your employer has elected to make hardship withdrawals available
under your plan, you may request distribution before age 59 1/2 in the case of
financial hardship (as defined in your plan). In a 401(k) plan, the plan's
definition of hardship applies to employer contributions but not to your 401(k)
contributions--including employee pre-tax contributions, employer qualified
non-elective contributions and qualified matching contributions. To withdraw
your own 401(k) contributions, plus interest earned on


                                     SAI-2
<PAGE>

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

these amounts prior to 1989, you must demonstrate financial hardship within the
meaning of applicable Income Tax Regulations. Each withdrawal must be at least
$1,000 (or, if less, your entire Account Balance or the amount of your hardship
withdrawal under a profit sharing or 401(k) plan). If your employer terminates
the plan, all amounts (subject to GRA restrictions) may be distributed to
participants at that time except salary deferral amounts if there is a
successor plan.

You may withdraw all or part of your Account Balance under the Plans
attributable to post-tax employee contributions at any time, subject to any
withdrawal restrictions applicable to the Investment Options, provided that you
withdraw at least $300 at a time (or, if less, your Account Balance attributable
to post-tax employee contributions). See "Tax information" in the prospectus.

We pay all benefit payments (including withdrawals due to plan terminations) in
accordance with the rules described below in the "Benefit Distributions"
discussion. We effect all other participant withdrawals as of the close of the
business day we receive the properly completed form.

In addition, if you are married, your spouse may have to consent in writing
before you can make any type of withdrawal, except for the purchase of a
Qualified Joint and Survivor Annuity. See "Spousal Consent Requirement" later in
this SAI.

Under an individually designed plan, the availability of pre-retirement
withdrawals depends on the terms of the plan. We suggest that you ask your
employer what types of withdrawals are available under your plan.

Transfers and withdrawals from certain of the investment funds may be delayed
if there is any delay in redemption of shares of the respective mutual funds in
which the Funds invest. We generally do not expect any delays.

PLEASE NOTE THAT GENERALLY YOU MAY NOT MAKE WITHDRAWALS FROM THE GUARANTEED
RATE ACCOUNTS PRIOR TO MATURITY, EVEN IF THE EMPLOYER PLAN PERMITS WITHDRAWALS
PRIOR TO THAT TIME.

BENEFIT DISTRIBUTIONS. In order for you to begin receiving benefits under either
of the Plans, your employer must send us your properly completed Election of
Benefits form and, if applicable, Beneficiary Designation form. Your benefits
will commence according to the provisions of your plan.

Under an individually designed plan, your employer must send us a request for
disbursement form. We will process single sum payments as of the close of
business on the day we receive a properly completed form. A check payable to
the plan's trustee will be forwarded within five days after processing begins.
If you wish to receive annuity payments, your plan's trustee may purchase a
variable annuity contract from us. We will pay annuity payments directly to you
and payments will commence according to the provisions of your plan.

Please note that we use the value of your vested benefits at the close of the
business day payment is due to determine the amount of benefits you receive. We
will not, therefore, begin processing your check until the following business
day. You should expect your check to be mailed within five days after processing
begins. Annuity checks can take longer. If you would like expedited delivery at
your expense, you may request it on your Election of Benefits Form.

Distributions under a qualified retirement plan such as yours are subject to
extremely complicated legal requirements. When you are ready to retire, we
suggest that you discuss the available payment options with your employer or
financial advisor. Our Account Executives can provide you or your employer with
information.

DEATH BENEFITS. If a participant in either of the Plans dies without designating
a beneficiary, the vested benefit will automatically be paid to the spouse or,
if the participant is not married, to the first surviving class of his or her
(a) children, (b) parents and (c) brothers and sisters. If none of them
survives, the participant's vested benefit will be paid to the participant's
estate.


                                     SAI-3
<PAGE>

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

ELIGIBLE ROLLOVER DISTRIBUTIONS AND FEDERAL INCOME TAX WITHHOLDING. All
"eligible rollover distributions" are subject to mandatory federal income tax
withholding of 20% unless the participant elects to have the distribution
directly rolled over to a qualified plan, 403(b), 457 and traditional individual
retirement arrangement (IRA). An "eligible rollover distribution" is generally
any distribution that is not one of a series of substantially equal periodic
payments made (not less frequently than annually): (1) 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
(2) for a specified period of 10 years or more. In addition, the following are
not subject to mandatory 20% withholding:

     o    hardship withdrawals of salary deferral contributions;

     o    certain corrective distributions under Code Section 401(k) plans;

     o    loans that are treated as distributions;

     o    a distribution to a beneficiary other than to a surviving spouse or a
          current or former spouse under a qualified domestic relations order;
          and

     o    required minimum distributions under Code Section 401(a)(9).

If we make a distribution to a participant's surviving spouse, or to a current
or former spouse under a qualified domestic relations order, the distribution
may be an eligible rollover distribution, subject to mandatory 20% withholding,
unless one of the exceptions described above applies.

If a distribution is not an "eligible rollover distribution," we will withhold
income tax from all taxable payments unless the recipient elects not to have
income tax withheld.

PREMATURE WITHDRAWALS AND TRANSFERS FROM A GRA. You may transfer amounts from
other investment options to a GRA at any time. Transfers may not be made from
one GRA to another or from a GRA to one of the other investment options until
the maturity date of the GRA. Likewise, you may not remove amounts from a GRA
prior to maturity in order to obtain a plan loan or make a hardship or
in-service withdrawal. If your plan's assets are transferred to another funding
vehicle from the Program or if your plan is terminated, we will continue to hold
your money in GRAs until maturity. All such GRAs will be held in the Pooled
Trust under the investment-only arrangement. See "Guaranteed Rate Accounts" in
the prospectus.

We do not permit withdrawals before maturity unless your plan permits them and
they are exempt or qualified, as we explain below. You may take exempt
withdrawals without penalty at any time. Qualified withdrawals are subject to a
penalty. We do not permit qualified withdrawals from a five-year GRA during the
first two years after the end of its offering period. This rule does not apply
if the amount of the applicable penalty is less than the interest you have
accrued. If you have more than one GRA and you are taking a partial withdrawal
or installments, we will first use amounts held in your most recently purchased
three-year or five-year GRA that is available under the withdrawal rules for
exempt and qualified withdrawals.

Exempt Withdrawal. Amounts may be withdrawn without penalty from a GRA prior to
its maturity if:

     o    you are a professional age 59 1/2 or older and you elect an
          installment payout of at least three years or an annuity benefit;

     o    you are not a professional and you attain age 59 1/2 or terminate
          employment (including retirement);

     o    you are disabled;

     o    you attain age 70 1/2; or

     o    you die.

If you are a participant under a plan which was adopted by an employer which is
not a member of a professional association which makes the Program available as
a benefit of membership, the above rules


                                     SAI-4
<PAGE>

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

will be applied substituting the term "highly compensated" for "professional"
and "non-highly compensated" for "not a professional." For this purpose, "highly
compensated" shall have the meaning set forth under "Provisions of the
Plans--Contributions to the Plans" later in this SAI.

Qualified Withdrawal. You may withdraw amounts with a penalty from a GRA prior
to its maturity if you are a professional and are taking payments upon
retirement after age 59 1/2 under a distribution option of less than three years
duration. The interest paid to you upon withdrawal will be reduced by an amount
calculated as follows:

     (i)  the amount by which the three-year GRA rate being offered on the date
          of withdrawal exceeds the GRA rate from which the withdrawal is made,
          times

     (ii) the years and/or fraction of a year until maturity, times

     (iii) the amount withdrawn from the GRA.

We will make this calculation based on GRA rates without regard to deductions
for the applicable Program expense charge. If the three-year GRA is not being
offered at the time of withdrawal, the adjustment will be based on then current
rates on U.S. Treasury notes or for a comparable option under the Program.

We will never reduce your original contributions by this adjustment. We make no
adjustment if the current three-year GRA rate is equal to or less than the rate
for the GRA from which we make the qualified withdrawal. We calculate a separate
adjustment for each GRA. If the interest accumulated in one GRA is insufficient
to recover the amount calculated under the formula, we may deduct the excess as
necessary from interest accumulated in other GRAs of the same duration.

Example: You contribute $1,000 to a three-year GRA on January 1 with a rate of
4%. Two years later you make a qualified withdrawal. Your GRA balance is $1,082.
The current GRA rate is 6%; (i) 6%-4%=2%, (ii) 2% X 1 year=2%, (iii) 2% X
$1,082=$21.64. The withdrawal proceeds would be $1,082-$21.64=$1,060.36.

MATURING GRAS

     o    Your confirmation notice lists the maturity date for each GRA you
          hold.

     o    You may arrange in advance for the reinvestment of your maturing GRAs
          by using AIMS or accessing the website on the Internet. (GRA maturity
          allocation change requests received on a business day before 4:00 P.M.
          Eastern Time are effective four days after we receive them. GRA
          maturity allocation change requests received after 4:00 P.M. Eastern
          Time or on a non-business day are effective four days after the next
          business day after we receive them.)

     o    The instructions you give us remain in effect until you change them
          (again, your GRA maturity allocation change request will be processed
          as described above).

     o    You may have different instructions for your GRAs attributable to
          employer contributions than for your GRAs attributable to employee
          contributions.

     o    If you have never provided GRA maturity instructions, your maturing
          GRAs will be allocated to the Money Market Guarantee Account.

TYPES OF BENEFITS

Under the Plans, you may select one or more of the following forms of
distribution once you are eligible to receive benefits. If your employer has
adopted an individually designed plan that does not offer annuity benefits, not
all of these distribution forms may be available to you. We suggest you ask your
employer what types of benefits are available under your plan.

QUALIFIED JOINT AND SURVIVOR ANNUITY. An annuity providing equal monthly
payments for your life and, after your death, for your surviving spouse's life.
No payments will be made after you and your spouse die,


                                     SAI-5
<PAGE>

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

even if you have received only one payment prior to the last death. THE LAW
REQUIRES THAT IF THE VALUE OF YOUR VESTED BENEFITS EXCEEDS $5,000, YOU MUST
RECEIVE A QUALIFIED JOINT AND SURVIVOR ANNUITY UNLESS YOUR SPOUSE CONSENTS IN
WRITING TO A CONTRARY ELECTION. Please see "Spousal Consent Requirements"
below.

LUMP SUM PAYMENT. A single payment of all or part of your vested benefits. If
you take a partial payment of your balance, it must be at least $1,000. If you
have more than one GRA, amounts held in your most recent GRA will first be used
to make payment. If your vested benefit is $5,000 or less, you will receive a
lump sum payment of the entire amount.

PERIODIC INSTALLMENTS. Monthly, quarterly, semi-annual or annual payments over a
period of at least three years, where the initial payment on a monthly basis is
at least $300. You can choose either a time-certain payout, which provides
variable payments over a specified period of time, or a dollar-certain payout,
which provides level payments over a variable period of time. During the
installment period, your remaining Account Balance will be invested in whatever
investment options you designate; each payment will be drawn pro rata from all
the investment options you have selected. If you have more than one GRA, amounts
held in your most recently purchased three-year or five-year GRA will first be
used to make installment payments. If you die before receiving all the
installments, we will make the remaining payments to your beneficiary, subject
to IRS minimum distribution rules and beneficiary election. We do not offer
installments for benefits under individually designed plans.

LIFE ANNUITY. An annuity providing monthly payments for your life. No payments
will be made after your death, even if you have received only one payment prior
to your death.

LIFE ANNUITY--PERIOD CERTAIN. An annuity providing monthly payments for your
life or, if longer, a specified period of time. If you die before the end of
that specified period, payments will continue to your beneficiary until the end
of the period. Subject to legal limitations, you may specify a minimum payment
period of 5, 10, 15 or 20 years. The longer the specified period, the smaller
the monthly payments will be.

JOINT AND SURVIVOR ANNUITY. An annuity providing monthly payments for your life
and that of your beneficiary. You may specify the percentage of the original
annuity payment to be made to your beneficiary. Subject to legal limitations,
that percentage may be 100%, 75%, 50%, or any other percentage you specify.

JOINT AND SURVIVOR ANNUITY--PERIOD CERTAIN. An annuity providing monthly
payments for your life and that of your beneficiary or, if longer, a specified
period of time. If you and your beneficiary both die before the end of the
specified period, payments will continue to your contingent beneficiary until
the end of the period. Subject to legal limitations, you may specify a minimum
payment period of 5, 10, 15 or 20 years and the percentage of the annuity
payment to be made to your beneficiary (as noted above under Joint and Survivor
Annuity). The longer the specified period, the smaller your monthly payments
will be.

CASH REFUND ANNUITY. An annuity providing equal monthly payments for your life
with a guarantee that the sum of those payments will be at least equal to the
portion of your vested benefits used to purchase the annuity. If upon your death
the sum of the monthly payments to you is less than that amount, your
beneficiary will receive a lump sum payment of the remaining guaranteed amount.

FIXED AND VARIABLE ANNUITY CHOICES

The cost of the fixed annuity is determined from tables in the group annuity
contract which show the amounts necessary to purchase each $1 of monthly payment
(after deduction of any applicable taxes and the annuity administrative charge
described below). Payments depend on the annuity selected, your age, and the age
of your beneficiary if you select a joint and survivor annuity. We may change
the tables in the contract no more than once every five years.


                                     SAI-6
<PAGE>

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

The minimum amount that can be used to purchase any type of annuity is $5,000.
Usually, an annuity administrative charge of $350 will be deducted from the
amount used to purchase the annuity. If we give any group pension client with a
qualified profit sharing plan a better annuity purchase rate than those
currently available for the Program, we will also make those rates available to
Program participants. The annuity administrative charge may be greater than $350
in that case.

Under a Qualified Joint and Survivor Annuity or a Cash Refund Annuity, the
amount of the monthly payments is fixed at retirement and remains level
throughout the distribution period. Under the Life Annuity, Life
Annuity--Period Certain, Joint and Survivor Annuity and Joint and Survivor
Annuity--Period Certain, you may select either fixed or variable payments. The
variable payments reflect the investment performance of the Growth Equity Fund.
If you are interested in a variable annuity, when you are ready to select your
benefit please ask our Account Executives for our variable annuity prospectus
supplement.

The chart below shows the relative financial value of the different annuity
options, based on our current rates for fixed annuities. This chart is provided
as a sample. The numbers provided in the Rate per $1.00 of Annuity column, which
are used to calculate the monthly annuity provided, are subject to change. The
example assumes the annuitant's age is 65 1/2 years, the joint annuitant's age
is the same and the amount used to purchase the annuity is $100,000. The annuity
administrative charge of $350 is deducted from the purchase price of $100,000,
leaving a total of $99,650 to be applied to purchase the annuity. Certain legal
requirements may limit the forms of annuity available to you.


<TABLE>
<CAPTION>
                                                      AMOUNT TO BE                             MONTHLY
                                                   APPLIED ON ANNUITY     RATE PER $1.00       ANNUITY
ANNUITY FORM                                          FORM ELECTED          OF ANNUITY        PROVIDED
- -----------------------------------------------   --------------------   ----------------   ------------
<S>                                               <C>                    <C>                <C>
Life                                                     $99,650            $  143.06        $  696.56
Cash Refund                                               99,650               150.82           660.72
5 Year Certain Life                                       99,650               144.62           689.05
10 Year Certain Life                                      99,650               148.55           670.82
15 Year Certain Life                                      99,650               153.87           647.62
100% Joint & Survivor Life                                99,650               168.01           593.12
75% Joint & Survivor Life                                 99,650               161.16           618.33*
50% Joint & Survivor Life                                 99,650               155.13           642.36*
100% Joint & Survivor--5 Year Certain Life**              99,650               168.04           593.01
100% Joint & Survivor--10 Year Certain Life**             99,650               168.27           592.20
100% Joint & Survivor--15 Year Certain Life**             99,650               168.91           589.96
100% Joint & Survivor--20 Year Certain Life**             99,650               170.10           585.83
</TABLE>

- ----------
*    Represents the amount payable to the primary annuitant. A surviving joint
     annuitant would receive the applicable percentage of the amount paid to the
     primary annuitant.

**   You may also elect a Joint and Survivor Annuity--Period Certain with a
     monthly benefit payable to the surviving joint annuitant in any percentage
     you specify.

SPOUSAL CONSENT REQUIREMENTS

Under the Plans, you may designate a non-spouse beneficiary any time after the
earlier of: (1) the first day of the plan year in which you attain age 35, or
(2) the date on which you separate from service with your employer. If you
designate a beneficiary other than your spouse prior to your reaching age 35,
your spouse must consent to the designation and, upon your reaching age 35, must
again give his or her consent or the designation will lapse. In order for you to
make a withdrawal, elect a form of benefit other than a Qualified Joint and
Survivor Annuity or designate a non-spouse beneficiary, your spouse must consent
to


                                     SAI-7
<PAGE>

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

your election in writing within the 90 day period before your annuity starting
date. To consent, your spouse must sign on the appropriate line on your election
of benefits or beneficiary designation form. Your spouse's signature must be
witnessed by a notary public or plan representative.

If you change your mind, you may revoke your election and elect a Qualified
Joint and Survivor Annuity or designate your spouse as beneficiary, simply by
filing the appropriate form. Your spouse's consent is not required for this
revocation.

It is also possible for your spouse to sign a blanket consent form. By signing
this form, your spouse consents not just to a specific beneficiary or, with
respect to the waiver of the Qualified Joint and Survivor Annuity, the form of
distribution, but gives you the right to name any beneficiary, or if applicable,
form of distribution you want. Once you file such a form, you may change your
election whenever you want, even without spousal consent.

PROVISIONS OF THE PLANS

PLAN ELIGIBILITY REQUIREMENTS. Under the Plans, the employer specifies the
eligibility requirements for its plan in the Adoption Agreement. The employer
may exclude any employee who has not attained a specified age (not to exceed 21)
and completed a specified number of years (not to exceed two) in each of which
he completed 1,000 hours of service. No more than one year of eligible service
may be required for a 401(k) arrangement.

CONTRIBUTIONS TO QUALIFIED PLANS. We outline below the current federal income
tax rules relating to contributions under qualified retirement plans. This
outline assumes that you are not a participant in any other qualified retirement
plan.

The employer deducts contributions to the plan in the year it makes them. As a
general rule, an employer must make contributions for any year by the due date
(including extensions) for filing its federal income tax return for that year.
However, Department of Labor ("DOL") rules generally require that the employer
contribute participants' salary deferral (or post-tax employee contribution)
amounts under a 401(k) plan as soon as practicable after the payroll period
applicable to a deferral. In any event, the employer must make these
contributions no later than the 15th business day of the month following the
month in which the employer withholds or receives participant contributions.

If the employer contributes more to the plan than it may deduct under the rules
we describe below, the employer (a) may be liable for a 10% penalty tax on that
nondeductible amount and (b) may risk disqualifying the plan.

CONTRIBUTIONS TO THE PLANS. The employer makes annual contributions to its plan
based on the plan's provisions.

An employer that adopts either of the Plans as a profit sharing plan makes
discretionary contributions as it determines annually. The aggregate employer
contribution to the plan may not exceed 25% of all participants' compensation
for the plan year. For plan purposes, compensation for self-employed persons
does not include deductible plan contributions on behalf of the self-employed
person.

A 401(k) arrangement is available as part of the profit sharing plan. Employees
may make pre-tax contributions to a plan under a 401(k) arrangement. The maximum
amount that highly compensated employees may contribute depends on (a) the
amount that non-highly compensated employees contribute and (b) the amount the
employer designates as a nonforfeitable 401(k) contribution. Different rules
apply to a SIMPLE 401(k) or safe harbor 401(k).


                                     SAI-8
<PAGE>

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

For 2004, a "highly compensated" employee, for this purpose, is (a) an owner of
more than 5% of the business, or (b) anyone with earnings of more than $90,000
from the business in the prior year. For (b), the employer may elect to include
only employees in the highest paid 20%. In any event, the maximum amount each
employee may defer is limited to $13,000 for 2004 (which amount shall increase
by $1,000 each year up to 2006), reduced by that employee's salary reduction
contributions to simplified employee pension plans established before 1997
(SARSEPs), SIMPLE plans, employee contributions to tax deferred Section 403(b)
arrangements, and contributions deductible by the employee under a trust
described under Section 501(c)(18) of the Internal Revenue Code. The maximum
amount a participant may defer in a SIMPLE 401(k) plan for 2004 is $9,000.

Effective January 1, 2004, an additional "catch-up" elective deferral of up to
$3,000 can be made by any employees who are at least age 50 at any time during
2004. (Catch up elective deferral amount increases $1,000 per year through
2006.)

Matching contributions to a 401(k) plan on behalf of a self-employed individual
are no longer treated as elective deferrals, and are the same as matching
contributions for other employees.

Employers may adopt a safe harbor 401(k) arrangement. Under this arrangement, an
employer agrees to offer a matching contribution equal to (a) 100% of salary
deferral contributions up to 3% of compensation and (b) 50% of salary deferral
contributions that exceed 3% but are less than 5% of compensation or a 3%
non-elective contribution to all eligible employees. These contributions must be
non-forfeitable. If the employer makes these contributions and meets the notice
requirements for safe harbor 401(k) plans, the plan is not subject to
non-discrimination testing on salary deferral and matching or non-elective
contributions described above.

If the employer adopts the Members Retirement Plan as a defined contribution
pension plan, its contribution is equal to the percentage of each participant's
compensation that the Adoption Agreement specifies.

Under any type of plan, an employer must disregard compensation in excess of
$205,000 in 2004 in making contributions. This amount will be adjusted for
cost-of-living changes in future years in $5,000 increments rounded to the next
lowest multiple of $5,000. An employer may integrate contributions with Social
Security. This means that contributions, for each participant's compensation,
that exceed the integration level may be greater than contributions for
compensation below the integration level. The Federal tax law imposes limits on
this excess. Your Account Executive can help you determine the legally
permissible contribution.

Except in the case of certain non-top heavy plans, contributions for non-key
employees must be at least 3% of compensation (or, under the profit sharing
plan, the percentage the employer contributes for key employees, if less than
3%). In 2004, "key employee" means (a) an officer of the business with earnings
of more than $130,000 or (b) an owner of more than 5% of the business, or (c) an
owner of more than 1% of the business with earnings of more than $150,000. For
purposes of (a), no more than 50 employees (or, if less, the greater of three or
10% of the employees) shall be treated as officers.

Certain plans may also permit participants to make post-tax contributions. We
will maintain a separate account to reflect each participant's post-tax
contributions and the earnings (or losses) on those contributions. Post-tax
contributions are subject to complex rules under which the maximum amount that a
highly compensated employee may contribute depends on the amount that non-highly
compensated employees contribute. BEFORE PERMITTING ANY HIGHLY-COMPENSATED
EMPLOYEE TO MAKE POST-TAX CONTRIBUTIONS, THE EMPLOYER SHOULD VERIFY THAT IT HAS
PASSED ALL NON-DISCRIMINATION TESTS. If an employer employs only "highly
compensated" employees (as defined above), the plan will not accept post-tax
contributions. In addition, the employer may make matching contributions to
certain plans, i.e., contributions that are based on the amount of post-tax or
pre-tax 401(k) contributions that plan participants make. Special


                                     SAI-9
<PAGE>

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

non-discrimination rules apply to matching contributions. These rules may limit
the amount of matching contributions that an employer may make for highly
compensated employees. These non-discrimination rules for matching contributions
do not apply to SIMPLE and safe harbor 401(k) plans.

Contributions (including forfeiture amounts) for each participant may not exceed
the lesser of (a) $41,000 and (b) 100% of the participant's earnings (excluding,
in the case of self-employed persons, all deductible plan contributions). The
participant's post-tax contributions count toward this limitation.

Each participant's Account Balance equals the sum of the amounts accumulated in
each investment option. We will maintain separate records of each participant's
interest in each of the Investment Options attributable to employer
contributions, 401(k) non-elective contributions, 401(k) elective contributions,
post-tax employee contributions and employer matching contributions. We will
also account separately for any amounts rolled over from a previous employer's
plan. Our records will also reflect each participant's percentage of vesting
(see below) in his Account Balance attributable to employer contributions and
employer matching contributions.

The participant will receive quarterly notices and confirmation of certain
transactions. The participant will also receive an annual statement showing the
participant's Account Balance in each investment option attributable to each
type of contribution. Based on information that you supply, we will run the
required special non-discrimination tests (Actual Deferral Percentage and
Actual Contribution Percentage) applicable to (a) 401(k) plans (other than
SIMPLE 401(k) and safe harbor 401(k)) and (b) plans that accept post-tax
employee contributions or employer matching contributions.

Non-discrimination tests do not apply to SIMPLE 401(k) plans, if the employer
makes (a) a matching contribution equal to 100% of the amount each participant
deferred, up to 3% of compensation, or (b) a 2% non-elective contribution to all
eligible employees. The employer must also follow the notification and filing
requirements outlined in the Plan Document, to avoid non-discrimination tests.

Under a SIMPLE 401(k) the employer must offer all eligible employees the
opportunity to defer part of their salary into the plan and make either a
matching or non-elective contribution. The matching contribution must be 100% of
the salary deferral amount up to 3% of compensation. The non-elective
contribution is 2% of compensation, which the employer must make for all
eligible employees, even those not deferring. The matching or non-elective
contribution must be non-forfeitable. The employer must notify employees which
contribution the employer will make 60 days before the beginning of the year.

Elective deferrals to a 401(k) plan are subject to applicable FICA (social
security), Medicare and FUTA (unemployment) taxes. They may also be subject to
the state income tax.

ALLOCATION OF CONTRIBUTIONS. You, as employer or participant, may allocate
contributions among any number of the investment options. You may change
allocation instructions at any time, and as often as needed, by calling our
Account Investment Management System ("AIMS") or accessing the website on the
Internet. New instructions become effective on the business day we receive them.
Employer contributions may be allocated in different percentages than employee
contributions. The allocation percentages elected for employer contributions
automatically apply to any 401(k) qualified non-elective contributions,
qualified matching contributions and matching contributions. Your allocation
percentages for employee contributions automatically apply to any post-tax
employee contributions and 401(k) salary deferral contributions. IF WE HAVE NOT
RECEIVED VALID INSTRUCTIONS, WE WILL ALLOCATE CONTRIBUTIONS TO THE MONEY MARKET
GUARANTEE ACCOUNT. You may, of course, transfer to another investment option at
any time, and provide us with contribution allocation instructions for future
contributions.

THE PLANS AND SECTION 404(C) OF ERISA. The Plans are participant directed
individual account plans designed to comply with the requirements of Section
404(c) of ERISA. Section 404(c) of ERISA, and the related Department of Labor
(DOL) regulation, provide that if a participant or beneficiary exercises


                                     SAI-10
<PAGE>

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

control over the assets in his or her plan account, plan fiduciaries will not be
liable for any loss that is the direct and necessary result of the participant's
or beneficiary's exercise of control. This means that if the employer plan
complies with Section 404(c), participants can make and are responsible for the
results of their own investment decisions.

Section 404(c) plans must, among other things, (a) make a broad range of
investment choices available to participants and beneficiaries and (b) provide
them with adequate information to make informed investment decisions. The
Investment Options and documentation available under the Plans provide the broad
range of investment choices and information needed in order to meet the
requirements of Section 404(c). However, while our suggested summary plan
descriptions, annual reports, prospectuses, and confirmation notices provide the
required investment information, the employer is responsible for distributing
this information in a timely manner to participants and beneficiaries. You
should read this information carefully before making your investment decisions.

VESTING. Vesting refers to the participant's rights with respect to that portion
of a participant's Account Balance attributable to employer contributions under
the Plans. If a participant is "vested," the amount or benefit in which the
participant is vested belongs to the participant, and may not be forfeited. The
participant's Account Balance attributable to (a) 401(k) contributions
(including salary deferral, qualified non-elective and qualified matching
contributions), (b) post-tax employee contributions and (c) rollover
contributions always belongs to the participant, and is nonforfeitable at all
times.

A participant becomes fully vested in all benefits if still employed at death,
disability, attainment of normal retirement age or upon termination of the
plan. If the participant terminates employment before that time, any benefits
that have not yet vested under the plan's vesting schedule are forfeited. The
normal retirement age is 65 under the Plans unless the employer elects a lower
age on its Adoption Agreement.

Benefits must vest in accordance with any of the schedules below or one at least
as favorable to participants:


<TABLE>
<CAPTION>
              SCHEDULE A     SCHEDULE B     SCHEDULE C     SCHEDULE E

 YEARS OF       VESTED         VESTED         VESTED         VESTED
  SERVICE     PERCENTAGE     PERCENTAGE     PERCENTAGE     PERCENTAGE
- ----------   ------------   ------------   ------------   -----------
<S>          <C>            <C>            <C>            <C>
     1             0%             0%             0%       100%
     2           100             20              0        100
     3           100             40            100        100
     4           100             60            100        100
     5           100             80            100        100
     6           100            100            100        100
</TABLE>

If the plan requires more than one year of service for participation in the
plan, the plan must use Schedule E.

Provided the employer plan is not "top-heavy," within the meaning of Section 416
of the Code, and provided that the plan does not require more than one year of
service for participation, an employer may, in accordance with provisions of the
Plans, instead elect one of the following vesting schedules or one at least as
favorable to participants further provided, however the following schedule is
not available for matching contributions made in plan years beginning after
2001:


                                     SAI-11
<PAGE>

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

<TABLE>
<CAPTION>
                   SCHEDULE F     SCHEDULE G

    YEARS OF         VESTED         VESTED
    SERVICE        PERCENTAGE     PERCENTAGE
- ---------------   ------------   ------------
<S>               <C>            <C>
  less than 3           0%             0%
       3               20              0
       4               40              0
       5               60            100
       6               80            100
       7              100            100
</TABLE>

All contributions to a SIMPLE 401(k) plan are 100% vested and not subject to the
vesting schedule above. This rule, however, does not apply to employer and
matching contributions made to a plan before the plan is amended to become a
SIMPLE 401(k) plan. Non-elective and matching contributions required under a
safe harbor 401(k) arrangement are 100% vested and not subject to the vesting
schedule above.

Matching contributions are required to vest at least as quickly as under a
3-year cliff or a 6-year "graded vesting" schedule. The 6-year schedule requires
20% vesting after 2 years of service increasing 20% per year thereafter.

INVESTMENT RESTRICTIONS AND CERTAIN INVESTMENT TECHNIQUES APPLICABLE TO THE
ALLIANCE GROWTH EQUITY, ALLIANCE MID CAP GROWTH AND ALLIANCE BALANCED FUNDS

(For an explanation of the investment restrictions applicable to the EQ/Alliance
Intermediate Government Securities, EQ/Alliance International, EQ/Bernstein
Diversified Value, EQ/Calvert Socially Responsible, EQ/Capital Guardian
International Funds, EQ/Capital Guardian Research, EQ/Capital Guardian U.S.
Equity, EQ/Equity 500 Index, EQ/FI Small/Mid Cap Value, EQ/FI Small/Mid Cap
Value, EQ/MFS Emerging Growth Companies, EQ/Small Company Index and
EQ/Technology, see "Investment Restrictions" in the applicable Trust Statement
of Additional Information.)

None of the Alliance Growth Equity, Alliance Mid Cap Growth and Alliance
Balanced Funds will:

     o    trade in foreign exchanges (except transactions incidental to the
          settlement of purchases or sales of securities for a Fund);

     o    make an investment in order to exercise control or management over a
          company;

     o    underwrite the securities of other companies, including purchasing
          securities that are restricted under the 1933 Act or rules or
          regulations thereunder (restricted securities cannot be sold publicly
          until they are registered under the 1933 Act), except as stated below;

     o    make short sales, except when the Fund has, by reason of ownership of
          other securities, the right to obtain securities of equivalent kind
          and amount that will be held so long as they are in a short position;

     o    trade in commodities or commodity contracts (except the Alliance
          Balanced Fund is not prohibited from entering into hedging
          transactions through the use of stock index or interest rate future
          contracts, as described in the prospectus);

     o    purchase real estate or mortgages, except as stated below. The Funds
          may buy shares of real estate investment trusts listed on stock
          exchanges or reported on the National Association of Securities
          Dealers, Inc. automated quotation system ("NASDAQ");

     o    have more than 5% of its assets invested in the securities of any one
          registered investment company. A Fund may not own more than 3% of an
          investment company's outstanding voting securities. Finally, total
          holdings of investment company securities may not exceed 10% of the
          value of the Fund's assets;


                                     SAI-12
<PAGE>

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

     o    purchase any security on margin or borrow money except for short-term
          credits necessary for clearance of securities transactions;

     o    make loans, except loans through the purchase of debt obligations or
          through entry into repurchase agreements; or

     o    invest more than 10% of its total assets in restricted securities,
          real estate investments, or portfolio securities not readily
          marketable. (The Alliance Growth Equity Fund will not invest in
          restricted securities.)

The Alliance Growth Equity and Alliance Balanced Funds will not make an
investment in an industry if that investment would make the Fund's holding in
that industry exceed 25% of its assets. The United States government, and its
agencies and instrumentalities, are not considered members of any industry.

The Alliance Growth Equity and Alliance Mid Cap Growth Funds will not purchase
or write puts and calls (options).

The following investment techniques may be used by the Alliance Balanced Fund:

Mortgage Pass-Through Securities--The Alliance Balanced Fund may invest in
mortgage pass-through securities, which are securities representing interests in
pools of mortgages. Principal and interest payments made on the mortgages in the
pools are passed through to the holder of such securities. Pass-through mortgage
related securities include adjustable-rate securities ("ARMS"), commercial
mortgage-backed securities ("CMBS"), and dollar rolls.

Collateralized Mortgage Obligations--The Alliance Balanced Fund may invest in
collateralized mortgage obligations (CMOs). CMOs are debt securities
collateralized by underlying mortgage loans or pools of mortgage pass-through
securities and are generally issued by limited purpose finance subsidiaries of
U.S. Government instrumentalities. CMOs are not, however, mortgage pass-through
securities. Investors in CMOs are not owners of the underlying mortgages, but
are simply owners of a debt security backed by such pledged assets.

Asset-Backed Securities--The Alliance Balanced Fund may purchase asset-backed
securities that represent either fractional interests or participation in pools
of leases, retail installment loans or revolving credit receivables held by a
trust or limited purpose finance subsidiary. Such asset-backed securities may be
secured by the underlying assets or may be unsecured.

The Alliance Balanced Fund may invest in other asset-backed securities that may
be developed in the future.

Yankee Securities--The Alliance Balanced Fund may invest in Yankee securities.
Yankee securities are non-U.S. issuers that issue debt securities that are
denominated in U.S. dollars.

Zero-Coupon Bonds--The Alliance Balanced Fund may invest in zero-coupon bonds.
Such bonds may be issued directly by agencies and instrumentalities of the U.S.
Government or by private corporations. Zero-coupon bonds do not make regular
interest payments. Instead, they are sold at a deep discount from their face
value. As a result, their price can be very volatile when interest rates change.

Repurchase Agreements--In repurchase agreements, the Alliance Balanced Fund buys
securities from a seller, usually a bank or brokerage firm, with the
understanding that the seller will repurchase the securities at a higher price
at a future date. During the term of the repurchase agreement the Balanced Fund
retains the securities subject to the repurchase agreement as collateral. Such
transactions afford an opportunity for the Fund to earn a fixed rate of return
on available cash at minimal market risk, although the Fund may be subject to
various delays and risks or loss if the seller is unable to meet its obligation
to repurchase.


                                     SAI-13
<PAGE>

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

Foreign Currency Forward Contracts--The Alliance Balanced Fund may enter into
contracts for the purchase or sale of a specific foreign currency at a future
date at a price set at the time of the contract. The Fund will enter into such
forward contracts for hedging purposes only.

HOW WE DETERMINE UNIT VALUES FOR THE FUNDS

We determine the Unit Value at the end of each business day. The Unit Value for
each Fund is determined by first calculating a gross unit value reflecting only
investment performance and then adjusting it for Program expenses to obtain the
Fund Unit Value. We calculate the gross unit value by multiplying the gross unit
value for the preceding business day by the net investment factor for that
subsequent business day and, for the Alliance Growth Equity, Alliance Mid Cap
Growth and Alliance Balanced Funds, then deducting audit and custodial fees. We
calculate the net investment factor as follows:

     o    First, we take the value of the Fund's assets at the close of business
          on the preceding business day.

     o    Next, we add the investment income and capital gains, realized and
          unrealized, that are credited to the assets of the Fund during the
          business day for which we are calculating the net investment factor.

     o    Then we subtract the capital losses, realized and unrealized, charged
          to the Fund during that business day.

     o    Finally, we divide this amount by the value of the Fund's assets at
          the close of the preceding business day.

The Fund Unit Value is calculated on every business day by multiplying the Fund
Unit Value for the last business day of the previous month by the net change
factor for that business day. The net change factor for each business day is
equal to (a) minus (b) where:

(a)  is the gross unit value for that business day divided by the gross unit
     value for the last business day of the previous month; and

(b)  is the charge to the Fund for that month for the daily accrual of fees and
     expenses times the number of days since the end of the preceding month.

For information on the valuation of assets of the Funds, see "How We Value the
Assets of the Funds," below.

The value of the investments that Separate Account 66 has in the AXA Premier VIP
Technology, EQ/Alliance Intermediate Government Securities, EQ/Alliance
International, EQ/Bernstein Diversified Value, EQ/Calvert Socially Responsible,
EQ/Capital Guardian International Funds, EQ/Capital Guardian Research,
EQ/Capital Guardian U.S. Equity, EQ/Equity 500 Index, EQ/FI Small/Mid Cap Value,
EQ/MFS Emerging Growth Companies, EQ/Small Company Index and EQ/Technology is
calculated by multiplying the number of shares held by Separate Account No. 66
in each portfolio by the net asset value per share of that portfolio determined
as of the close of business on the same day as the respective Unit Values of
each of the foregoing Funds are determined.

HOW WE VALUE THE ASSETS OF THE FUNDS

The assets of the Alliance Growth Equity, Alliance Mid Cap Growth and Alliance
Balanced Funds are valued as follows:

     o    STOCKS listed on national securities exchanges or traded on the NASDAQ
          national market system are valued at the last sale price. If on a
          particular day there is no sale, the stocks are valued at the latest
          available bid price reported on a composite tape. Other unlisted
          securities reported on the NASDAQ system are valued at inside
          (highest) quoted bid prices.


                                     SAI-14
<PAGE>

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

     o    FOREIGN SECURITIES not traded directly, or in ADR form, in the United
          States, are valued at the last sale price in the local currency on an
          exchange in the country of origin. Foreign currency is converted into
          dollars at current exchange rates.

     o    UNITED STATES TREASURY SECURITIES and other obligations issued or
          guaranteed by the United States Government, its agencies or
          instrumentalities are valued at representative quoted prices.

     o    LONG-TERM PUBLICLY TRADED CORPORATE BONDS (i.e., maturing in more than
          one year) are valued at prices obtained from a bond pricing service of
          a major dealer in bonds when such prices are available; however, in
          circumstances where it is deemed appropriate to do so, an
          over-the-counter or exchange quotation may be used.

     o    CONVERTIBLE PREFERRED STOCKS listed on national securities exchanges
          are valued at their last sale price or, if there is no sale, at the
          latest available bid price.

     o    CONVERTIBLE BONDS and UNLISTED CONVERTIBLE PREFERRED STOCKS are valued
          at bid prices obtained from one or more major dealers in such
          securities; where there is a discrepancy between dealers, values may
          be adjusted based on recent premium spreads to the underlying common
          stock.

     o    SHORT-TERM DEBT SECURITIES that mature in more than 60 days are valued
          at representative quoted prices. Short-term debt securities that
          mature in 60 days or less are valued at amortized cost, which
          approximates market value.

     o    OPTION CONTRACTS, for the Balanced Fund only, listed on organized
          exchanges are valued at last sale prices or closing asked prices, in
          the case of calls, and at quoted bid prices, in the case of puts. The
          market value of a put or call will usually reflect, among other
          factors, the market price of the underlying security. When a Fund
          writes a call option, an amount equal to the premium received by the
          Fund is included in the Fund's financial statements as an asset and an
          equivalent liability. The amount of the liability is subsequently
          marked-to-market to reflect the current market value of the option
          written. The current market value of a traded option is the last sale
          price or, in the absence of a sale, the last offering price. When an
          option expires on its stipulated expiration date or a Fund enters into
          a closing purchase or sales transaction, the Fund realizes a gain or
          loss without regard to any unrealized gain or loss on the underlying
          security, and the liability related to such option is extinguished.
          When an option is exercised, the Fund realizes a gain or loss from the
          sale of the underlying security, and the proceeds of the sale are
          increased by the premium originally received, or reduced by the price
          paid for the option.

Our investment officers determine in good faith the fair value of securities and
other assets that do not have a readily available market price in accordance
with accepted accounting practices and applicable laws and regulations.

OTHER FUNDS. For those Funds that invest in corresponding Portfolios of EQ
Advisors Trust (the "Trust"), the asset value of each Portfolio is computed on a
daily basis. See the prospectus for the Trust for information on valuation
methodology used by the corresponding Portfolios.

FUND TRANSACTIONS

The Alliance Growth Equity, Alliance Mid Cap Growth and Alliance Balanced Funds
are charged for securities brokers' commissions, transfer taxes and other fees
relating to securities transactions. Transactions in equity securities for each
of these Funds are executed primarily through brokers that receive a commission
paid by the Fund. The brokers, none of which are affiliates, are selected by
Alliance Capital Management L.P. ("Alliance"). For 2003, 2002 and 2001, the
Alliance Growth Equity Fund paid $929,767, $1,298,849 and $3,576,437,
respectively, in brokerage commissions; the Alliance Mid Cap Growth Fund paid
$466,820, $522,922 and $317,615, respectively, in brokerage commissions; and the
Alliance Balanced Fund paid $78,626, $85,206 and $84,086, respectively, in
brokerage commissions.


                                     SAI-15
<PAGE>

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

Alliance seeks to obtain the best price and execution of all orders it places,
considering all the circumstances. If transactions are executed in the
over-the-counter market, they will deal with the principal market makers, unless
more favorable prices or better execution is otherwise obtainable. There are
occasions on which portfolio transactions for the Funds may be executed as part
of concurrent authorizations to purchase or sell the same security for certain
other accounts or clients advised by Alliance and Equitable Life. These
concurrent authorizations potentially can be either advantageous or
disadvantageous to the Funds. When these concurrent authorizations occur, the
objective is to allocate the executions among the Funds and the other accounts
in a fair manner.

Alliance also considers the amount and quality of securities research services
provided by a broker. Typical research services include general economic
information and analyses and specific information on and analyses of companies,
industries and markets. Factors in evaluating research services include the
diversity of sources used by the broker and the broker's experience, analytical
ability, and professional stature. The receipt of research services from brokers
tends to reduce the expenses in managing the Funds. This is taken into account
when setting the expense charges.

Brokers who provide research services may charge somewhat higher commissions
than those who do not. However, Alliance selects only brokers whose commissions
are believed to be reasonable in all the circumstances. Of the brokerage
commissions paid by the Alliance Growth Equity, Alliance Mid/Cap Growth and
Alliance Balanced Funds during 2003, $350,047, $192,041 and $48,690,
respectively, were paid to brokers providing research services on transactions
of $664,462,701, $211,832,029 and $37,692,860, respectively.

Alliance periodically evaluates the services provided by brokers and prepares
internal proposals for allocating among those various brokers business for all
the accounts Alliance manages or advises. That evaluation involves consideration
of the overall capacity of the broker to execute transactions, its financial
condition, its past performance and the value of research services provided by
the broker in servicing the various accounts advised or managed by Alliance.
Alliance has no binding agreements with any firm as to the amount of brokerage
business which the firm may expect to receive for research services or
otherwise. There may, however, be understandings with certain firms that
Alliance will continue to receive services from such firms only if such firms
are allocated a certain amount of brokerage business. Alliance may try to
allocate such amounts of business to such firms to the extent possible in
accordance with the policies described above.

Research information obtained by Alliance may be used in servicing all accounts
under their management, including Equitable Life's accounts. Similarly, not all
research provided by a broker or dealer with which the Funds transact business
will necessarily be used in connection with those Funds.

Transactions for the Funds in the over-the-counter market are normally executed
as principal transactions with a dealer that is a principal market-maker in the
security, unless a better price or better execution can be obtained from another
source. Under these circumstances, the Funds pay no commission. Similarly,
portfolio transactions in money market and debt securities will normally be
executed through dealers or underwriters under circumstances where the Fund pays
no commission.

When making securities transactions for Funds that do not involve paying a
brokerage commission (such as the purchase of short-term debt securities),
Alliance seeks to obtain prompt execution in an effective manner at the best
price. Subject to this general objective, Alliance may give orders to dealers or
underwriters who provide investment research. None of the Funds will pay a
higher price, however, and the fact that we or Alliance may benefit from such
research is not considered in setting the expense charges.

In addition to using brokers and dealers to execute portfolio securities
transactions for accounts Alliance manages, we or Alliance may enter into other
types of business transactions with brokers or dealers. These other transactions
will be unrelated to allocation of the Funds' portfolio transactions.


                                     SAI-16
<PAGE>

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

OTHER FUNDS. For those Funds that invest in corresponding Portfolios of EQ
Advisors Trust, see the statement of additional information for each Trust for
information concerning the portfolio transactions of the Portfolios.

INVESTMENT MANAGEMENT AND ACCOUNTING FEE

The table below shows the amount we received under the investment management and
financial accounting fee under the Program during each of the last three years.
See "Fee table" section in the prospectus.

<TABLE>
<CAPTION>
FUND                                    2003        2002        2001
- ----------------------------------- ----------- ----------- -----------
<S>                                 <C>         <C>         <C>
  Alliance Growth Equity ..........  $162,377    $173,846    $227,089
  Alliance Mid Cap Growth .........  $ 85,336      75,221      92,441
  Alliance Balanced ...............  $145,536     108,453     102,004
</TABLE>

DISTRIBUTION OF THE CONTRACTS

Equitable Life performs all marketing and service functions under the contract.
No sales commissions are paid with respect to units of interest in any of the
separate accounts available under the contract. The offering of the units is
continuous.

EQUITABLE LIFE'S PENDING NAME CHANGE

Effective on or about September 7, 2004, we expect, subject to regulatory
approval, to change the name of "The Equitable Life Assurance Society of the
United States" to "AXA Equitable Life Insurance Company." When the name change
becomes effective, all references in any current prospectus, prospectus
supplement or statement of additional information to "The Equitable Life
Assurance Society of the United States" will become references to "AXA Equitable
Life Insurance Company." Accordingly, all references to "Equitable Life" or
"Equitable" will become references to "AXA Equitable."


                                     SAI-17
<PAGE>

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

OUR MANAGEMENT

We are managed by a Board of Directors which is elected by our shareholder(s).
Our directors and certain of our executive officers and their principal
occupations are as follows. Unless otherwise indicated, the following persons
have been involved in the management of Equitable and/or its affiliates in
various executive positions during the last five years.

<TABLE>
<CAPTION>
DIRECTORS
NAME                     AGE  PRINCIPAL OCCUPATION
- ----------------------- ----- --------------------------------------------------------------------
<S>                     <C>   <C>
Henri de Castries       49    Chairman of the Board, AXA Financial, Inc.; Chairman of the
                              Management Board of AXA; prior thereto, CEO, AXA.
Claus-Michael Dill      50    Chairman of the Management Board of AXA Konzern AG; prior
                              thereto, member of the Holding Management Board of
                              Gerling-Konzern in Cologne.
Joseph L. Dionne        70    Retired Chairman and Chief Executive Officer, The McGraw-Hill
                              Companies.
Denis Duverne           50    Executive Vice President, AXA; Member, AXA Executive
                              Committee; prior thereto, Member of the AXA Management
                              Board and Chief Financial Officer.
Jean-Rene Fourtou       64    Chairman and Chief Executive Officer, Vivendi Universal and Vice
                              Chairman of the Supervisory Board, Aventis; prior thereto,
                              Chairman and Chief Executive Officer, Rhone-Poulenc, S.A.
Donald J. Greene        70    Counsel, LeBoeuf, Lamb, Greene & MacRae; prior thereto, Of
                              Counsel and Partner of the firm.
Mary (Nina) Henderson   53    Retired Corporate Vice President, Core Business Development of
                              Bestfoods (formerly CPC International, Inc.); prior thereto, Vice
                              President and President, Bestfoods Grocery.
W. Edwin Jarmain        65    President, Jarmain Group Inc.
Peter J. Tobin          60    Special Assistant to the President, St. John's University; prior
                              thereto, Dean, Peter J. Tobin College of Business, St. John's
                              University; prior thereto, Chief Financial Officer, Chase Manhattan
                              Corp.
Bruce W. Calvert        57    Chairman, Alliance Capital Management Corporation, Former
                              Chief Executive Officer.
John C. Graves          40    President and Chief Operating Officer, Graves Ventures, LLC.
                              Chief of Staff, Earl G. Graves, Ltd. and President of Black
                              Enterprise Unlimited.
James F. Higgins        56    Senior Advisor, Morgan Stanley. Prior thereto, President and Chief
                              Operating Officer -- Individual Investor Group, Morgan Stanley
                              Dean Witter.
Christina Johnson       53    Former President and Chief Executive Officer, Saks Fifth Avenue
                              Enterprises. Prior thereto, President and CEO, Saks Fifth Avenue.
Scott D. Miller         51    Vice Chairman, Hyatt Hotels Corporation; prior thereto, President,
                              Hyatt Hotels Corporation; Executive Vice President, Hyatt
                              Development Corporation.
Joseph H. Moglia        54    Chief Executive Officer, Ameritrade Holding Corporation; prior
                              thereto, Senior Vice President, Merrill Lynch & Co., Inc.
</TABLE>

                                     SAI-18
<PAGE>

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


<TABLE>
<CAPTION>
DIRECTORS
NAME                      AGE  PRINCIPAL OCCUPATION
- ------------------------ ----- -----------------------------------------------------------------
<S>                      <C>   <C>
Christopher M. Condron   56    Director, Chairman of the Board, President and Chief Executive
                               Officer, Equitable Life and AXA Financial Services, LLC;
                               Director, President and Chief Executive Officer, AXA Financial,
                               Inc., Director, Chairman of the Board, President and Chief
                               Executive Officer, The Equitable of Colorado, Inc. and AXA
                               Distribution Holding Company; prior thereto, President and Chief
                               Operating Officer, Mellon Financial Corporation and Chairman
                               and Chief Executive Officer, Dreyfus Corp.
Stanley B. Tulin         54    Vice Chairman of the Board and Chief Financial Officer of
                               Equitable Life, AXA Financial, Inc. and AXA Financial Services,
                               LLC; Executive Vice President and Member of the Executive
                               Committee of AXA; prior thereto, Chairman of the Insurance
                               Consulting and Actuarial Practice of Coopers & Lybrand, L.L.P.
</TABLE>


<TABLE>
<CAPTION>
OTHER OFFICERS NAME    AGE  PRINCIPAL OCCUPATION
- --------------------- ----- ------------------------------------------------------------------
<S>                   <C>   <C>
Leon B. Billis        57    Executive Vice President and AXA Group Deputy Chief
                            Information Officer, Equitable Life and AXA Financial Services,
                            LLC; Director, Chief Executive Officer and President of AXA
                            Technology Services of America, Inc.
Harvey Blitz          58    Senior Vice President, Equitable Life, AXA Financial, Inc. and
                            AXA Financial Services, LLC; Director and Executive Vice
                            President, AXA Advisors, LLC.
Kevin R. Byrne        48    Senior Vice President and Treasurer, Equitable Life, AXA
                            Financial, Inc., AXA Financial Services, LLC and The Equitable of
                            Colorado, Inc.
Judy A. Faucett       55    Senior Vice President of Equitable Life and AXA Financial
                            Services, LLC.
Alvin H. Fenichel     59    Senior Vice President and Controller of Equitable Life, AXA
                            Financial, Inc. and AXA Financial Services, LLC.
Paul J. Flora         57    Senior Vice President and Auditor of Equitable Life, AXA
                            Financial, Inc. and AXA Financial Services, LLC.
Donald R. Kaplan      49    Senior Vice President, Chief Compliance Officer and Associate
                            General Counsel of Equitable Life and AXA Financial Services,
                            LLC.
Peter D. Noris        48    Executive Vice President and Chief Investment Officer of
                            Equitable Life, AXA Financial, Inc. and AXA Financial Services,
                            LLC; Chairman and Trustee of EQ Advisors Trust; Executive Vice
                            President and Chief Investment Officer of The Equitable of
                            Colorado, Inc.
Anthony C. Pasquale   56    Senior Vice President of Equitable Life and AXA Financial
                            Services, LLC.
Pauline Sherman       60    Senior Vice President, Secretary and Associate General Counsel of
                            Equitable Life, AXA Financial, Inc., AXA Financial Services,
                            LLC; and The Equitable of Colorado, Inc.
Richard V. Silver     48    Executive Vice President and General Counsel, Equitable Life,
                            AXA Financial, Inc., AXA Financial Services, LLC and The
                            Equitable of Colorado, Inc.; Director, AXA Advisors, LLC.
Jennifer L. Blevins   46    Executive Vice President, Equitable Life and AXA Financial
                            Services, LLC; prior thereto, Senior Vice President and Managing
                            Director, Worldwide Human Resources, Chubb and Son, Inc.
</TABLE>

                                     SAI-19
<PAGE>

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


<TABLE>
<CAPTION>
OTHER OFFICERS NAME    AGE  PRINCIPAL OCCUPATION
- --------------------- ----- --------------------------------------------------------------------
<S>                   <C>   <C>
Mary Beth Farrell     46    Executive Vice President, Equitable Life and AXA Financial
                            Services, LLC; prior thereto, Controller and Senior Vice President,
                            GreenPoint Financial/GreenPoint Bank.
Stuart L. Faust       51    Senior Vice President and Deputy General Counsel, Equitable
                            Life, AXA Financial, Inc. and AXA Financial Services, LLC.
William I. Levine     60    Executive Vice President and Chief Information Officer, Equitable
                            Life and AXA Financial Services, LLC; prior thereto, Senior Vice
                            President, Paine Webber.
Deanna M. Mulligan    40    Executive Vice President, Equitable Life and AXA Financial
                            Services, LLC; prior thereto, Principal, McKinsey and Company,
                            Inc.
Jerald E. Hampton     49    Executive Vice President, Equitable Life and AXA Financial
                            Services, LLC; Director and Vice Chairman of the Board, AXA
                            Advisors, LLC; Director, Chairman and CEO, AXA Network,
                            LLC; Director and Chairman of the Board of AXA Distributors,
                            LLC; prior thereto, Executive Vice President and Director of the
                            Private Client Financial Services Division, Salomon Smith Barney.
Charles A. Marino     45    Senior Vice President and Actuary, Equitable Life and AXA
                            Financial Services, LLC; prior thereto, Vice President of Equitable
                            Life.
</TABLE>

                                     SAI-20
<PAGE>

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

                              FINANCIAL STATEMENTS

The financial statements of Equitable Life included in this Statement of
Additional Information should be considered only as bearing upon the ability of
Equitable Life to meet its obligations under the group annuity contract. They
should not be considered as bearing upon the investment experience of the Funds.
The financial statements of Separate Account Nos. 3 (Pooled), 4 (Pooled), 10
(Pooled) and 66 reflect applicable fees, charges and other expenses under the
Program as in effect during the periods covered, as well as the charges against
the accounts made in accordance with the terms of all other contracts
participating in the respective separate accounts, if applicable.



<TABLE>
<S>                                                                                          <C>
Separate Account Nos. 3 (Pooled), 4 (Pooled), 10 (Pooled) and 66:
    Report of Independent Auditors -- PricewaterhouseCoopers LLP .........................   SAI-22
Separate Account No. 3 (Pooled) (The Alliance Mid Cap Growth Fund):
    Statement of Assets and Liabilities, December 31, 2003 ...............................   SAI-23
    Statement of Operations Year Ended December 31, 2003 .................................   SAI-24
    Statements of Changes in Net Assets for the Years Ended December 31, 2003 and 2002 ...   SAI-25
    Portfolio of Investments, December 31, 2001 ..........................................   SAI-26
Separate Account No. 4 (Pooled) (The Alliance Growth Equity Fund):
    Statement of Assets and Liabilities, December 31, 2003 ...............................   SAI-28
    Statement of Operations Year Ended December 31, 2003 .................................   SAI-29
    Statements of Changes in Net Assets for the Years Ended December 31, 2003 and 2002 ...   SAI-30
    Portfolio of Investments, December 31, 2003 ..........................................   SAI-31
Separate Account No. 10 (Pooled) (The Alliance Balanced Fund):
    Statement of Assets and Liabilities, December 31, 2003 ...............................   SAI-33
    Statement of Operations Year Ended December 31, 2003 .................................   SAI-34
    Statements of Changes in Net Assets for the Years Ended December 31, 2003 and 2002 ...   SAI-35
    Portfolio of Investments, December 31, 2003 ..........................................   SAI-36
Separate Account No. 66 (The EQ/Alliance Intermediate Government Securities, EQ/Alliance
 International, EQ/Technology, EQ/Bernstein Diversified Value, EQ/Calvert Socially
Responsible,
 EQ/Capital Guardian International, EQ/Capital Guardian Research, EQ/Capital Guardian U.S.
 Equity, EQ/Equity 500 Index, EQ/FI Small/Mid Cap Value, EQ/MFS Emerging Growth Companies,
 EQ/Small Company Index ):
    Statements of Assets and Liabilities, December 31, 2003 ..............................   SAI-45
    Statements of Operations Year Ended December 31, 2003 ................................   SAI-48
    Statements of Changes in Net Assets for the Years Ended December 31, 2003 and 2002 ...   SAI-51
Separate Account Nos. 3 (Pooled), 4 (Pooled), 10 (Pooled), and 66:
    Notes to Financial Statements ........................................................   SAI-55
The Equitable Life Assurance Society of the United States:
    Report of Independent Auditors -- PricewaterhouseCoopers LLP .........................      F-1
    Consolidated Balance Sheets, December 31, 2003 .......................................      F-2
    Consolidated Statements of Earnings Years Ended December 31, 2003, 2002 and 2001 .....      F-3
    Consolidated Statement of Shareholder's Equity and Comprehensive Income Years Ended
      December 31, 2003, 2002 and 2001 ...................................................      F-4
    Consolidated Statements of Cash Flows for the Years Ended December 31, 2003, 2002
      and 2001 ...........................................................................      F-5
    Notes to Consolidated Financial Statements ...........................................      F-7
</TABLE>



                                     SAI-21
<PAGE>



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

                         Report of Independent Auditors


To the Board of Directors of The Equitable Life Assurance
Society of the United States and the Contractowners
of Separate Account Nos. 3, 4, 10 and 66
of the Equitable Life Assurance Society of the United States

In our opinion, the accompanying statements of assets and liabilities,
including the portfolios of investments, and the related statements of
operations and of changes in net assets present fairly, in all material
respects, the financial position of Separate Account Nos. 3 (Pooled) (The
Alliance Mid Cap Growth Fund), 4 (Pooled) (The Alliance Growth Equity Fund), 10
(Pooled) (The Alliance Balanced Fund) and 66 of The Equitable Life Assurance
Society of the United States ("Equitable Life") at December 31, 2003, the
results of each of their operations for the year then ended and the changes in
each of their net assets for each of the two years in the period then ended, in
conformity with accounting principles generally accepted in the United States
of America. These financial statements are the responsibility of the Equitable
Life's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
financial statements in accordance with auditing standards generally accepted
in the United States of America, which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits, which included confirmation of securities at December
31, 2003 by correspondence with the custodian and brokers, provide a reasonable
basis for our opinion.



/s/ PricewaterhouseCoopers LLP
New York, New York
March 9, 2004

                                     SAI-22


<PAGE>

- --------------------------------------------------------------------------------
Separate Account No. 3 (Pooled)
(The Alliance Mid Cap Growth Fund)
of The Equitable Life Assurance Society of the United States

Statement of Assets and Liabilities
December 31, 2003
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                      <C>
Assets:
Investments (Notes 2 and 3):
 Common stocks -- at value (cost: $85,907,893).........  $108,957,191
Cash ..................................................     1,195,556
Receivable for investment securities sold .............       542,293
Dividends receivable ..................................        10,356
- ---------------------------------------------------------------------
Total assets ..........................................   110,705,396
- ---------------------------------------------------------------------
Liabilities:
Due to Equitable Life's General Account ...............       354,609
Payable for investment securities purchased ...........       801,179
Accrued expenses ......................................        78,938
- ---------------------------------------------------------------------
Total liabilities .....................................     1,234,726
- ---------------------------------------------------------------------
Net Assets ............................................  $109,470,670
=====================================================================
</TABLE>


<TABLE>
<CAPTION>
                             Units Outstanding    Unit Values
                            ------------------- ---------------
<S>                               <C>           <C>
Institutional .............         3,704       $ 21,289.52
RIA .......................        53,514            202.90
Momentum Strategy .........         9,125             75.69
MRP .......................       427,830             44.47
EPP .......................           125            202.90
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                     SAI-23


<PAGE>

- --------------------------------------------------------------------------------
Separate Account No. 3 (Pooled)
(The Alliance Mid Cap Growth Fund)
of The Equitable Life Assurance Society of the United States

Statement of Operations
Year Ended December 31, 2003

<TABLE>
<CAPTION>
<S>                                                                        <C>
Investment Income (Note 2):
Dividends ..............................................................   $   248,004
Interest ...............................................................           997
- --------------------------------------------------------------------------------------
Total investment income ................................................       249,001
- --------------------------------------------------------------------------------------
Expenses (Note 5):
Investment management fees .............................................      (132,768)
Operating and expense charges ..........................................      (213,263)
- ---------------------------------------------------------------------------------------
Total expenses .........................................................      (346,031)
- ---------------------------------------------------------------------------------------
Net investment loss ....................................................       (97,030)
- ---------------------------------------------------------------------------------------
Realized and Unrealized Gain (Loss) on Investments (Note 2):
Realized gain from security and foreign currency transactions ..........    23,418,411
Change in unrealized appreciation /depreciation of investments .........    25,253,528
- ---------------------------------------------------------------------------------------
Net realized and unrealized gain on investments ........................    48,671,939
- ---------------------------------------------------------------------------------------
Net Increase in Net Assets Attributable to Operations ..................   $48,574,909
=======================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                     SAI-24


<PAGE>

- --------------------------------------------------------------------------------
Separate Account No. 3 (Pooled)
(The Alliance Mid Cap Growth Fund)
of The Equitable Life Assurance Society of the United States

Statements of Changes in Net Assets

<TABLE>
<CAPTION>
                                                                                               Year Ended December 31,
                                                                                                  2003             2002
                                                                                          ---------------- ----------------
<S>                                                                                        <C>              <C>
Increase (Decrease) in Net Assets:
>From Operations:
Net investment loss .....................................................................  $     (97,030)   $    (170,821)
Net realized gain (loss) on investments and foreign currency transactions ...............     23,418,411      (16,529,166)
Change in unrealized appreciation/depreciation of investments ...........................     25,253,528      (12,953,026)
- --------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets attributable to operations ........................     48,574,909      (29,653,013)
- --------------------------------------------------------------------------------------------------------------------------
>From Contributions and Withdrawals:
Contributions ...........................................................................     29,058,327       91,333,641
Withdrawals .............................................................................    (38,923,606)     (72,694,551)
Asset management fees ...................................................................       (173,933)        (212,326)
Administrative fees .....................................................................       (100,735)        (140,077)
- -------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets attributable to contributions and withdrawals .....    (10,139,947)      18,286,687
- -------------------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Net Assets .......................................................     38,434,962      (11,366,326)
- -------------------------------------------------------------------------------------------------------------------------
Net Assets -- Beginning of Year .........................................................     71,035,708       82,402,034
- -------------------------------------------------------------------------------------------------------------------------
Net Assets -- End of Year ...............................................................  $ 109,470,670    $  71,035,708
=========================================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                     SAI-25


<PAGE>

- --------------------------------------------------------------------------------
Separate Account No. 3 (Pooled)
(The Alliance Mid Cap Growth Fund)
of The Equitable Life Assurance Society of the United States


Portfolio of Investments -- December 31, 2003




<TABLE>
<CAPTION>
                                                   Number of            Value
                                                     Shares            (Note 2)
                                              ------------------- -----------------
<S>                                           <C>                <C>
COMMON STOCKS:
AEROSPACE & DEFENSE (2.6%)
Aerospace (2.6%)
Northrop Grumman Corp. ......................   30,340            $2,900,504
                                                                  ----------
BASIC INDUSTRIES (1.5%)
Paper & Forest Products (1.5%)
Smurfit-Stone Container Corp. * .............   90,230             1,675,571
                                                                  ----------
CAPITAL GOODS (4.0%)
Electrical Equipment (2.4%)
Alliant Techsystems, Inc. * .................   45,565             2,631,835
                                                                  ----------
Miscellaneous (1.6%)
Shaw Group, Inc. * ..........................  124,710             1,698,550
                                                                  ----------
                                                                   4,330,385
                                                                  ----------
CONSUMER MANUFACTURING (2.9%)
Building & Related (2.9%)
D. R. Horton, Inc. ..........................   47,970             2,075,182
Lennar Corp. (Class A) ......................   10,920             1,048,320
                                                                  ----------
                                                                   3,123,502
                                                                  ----------
CONSUMER SERVICES (13.9%)
Airlines (1.2%)
Southwest Airlines Co. ......................   83,610             1,349,465
                                                                  ----------
Broadcasting & Cable (1.7%)
XM Satellite Radio Holdings, Inc. * .........   71,600             1,887,376
                                                                  ----------
Cellular Communications (5.6%)
Nextel Partners, Inc. * .....................   43,600               586,420
Sprint Corp. (PCS Group) * ..................  990,120             5,564,474
                                                                  ----------
                                                                   6,150,894
                                                                  ----------
Gaming (1.2%)
Wynn Resorts Ltd. * .........................   46,760             1,309,748
                                                                  ----------
Restaurants & Lodging (1.0%)
Starbucks Corporation * .....................   33,960             1,122,718
                                                                  ----------
Retail-General Merchandise
    (3.2%)
Amazon.com, Inc. * ..........................   29,800             1,568,672
Tiffany & Co. ...............................   42,400             1,916,480
                                                                  ----------
                                                                   3,485,152
                                                                  ----------
                                                                  15,305,353
                                                                  ----------
CONSUMER STAPLES (0.9%)
Retail-Food & Drug (0.9%)
Whole Foods Market, Inc. * ..................   15,110             1,014,334
                                                                  ----------
ENERGY (10.2%)
Domestic Producers (3.3%)
Apache Corp. ................................   26,350             2,136,985
Noble Energy, Inc. ..........................   34,370             1,527,059
                                                                  ----------
                                                                   3,664,044
                                                                  ----------


</TABLE>
<TABLE>
<CAPTION>
                                                   Number of            Value
                                                     Shares            (Note 2)
                                              ------------------- -----------------
<S>                                           <C>                 <C>
Oil Service (4.1%)
BJ Services Co. * ...........................  87,560             $3,143,404
FMC Technologies, Inc. * ....................  57,250              1,333,925
                                                                  ----------
                                                                   4,477,329
                                                                  ----------
Miscellaneous (2.8%)
Evergreen Resources, Inc. * .................  40,360              1,312,104
Valero Energy Corp. .........................  36,800              1,705,312
                                                                  ----------
                                                                   3,017,416
                                                                  ----------
                                                                  11,158,789
                                                                  ----------
FINANCE (4.6%)
Banking-Money Center (1.0%)
SLM Corp. ...................................  30,180              1,137,182
                                                                  ----------
Brokerage & Money
    Management (2.2%)
Ameritrade Holding Corp.
    (Class A) * .............................  90,550              1,274,039
Legg Mason, Inc. ............................  14,290              1,102,902
                                                                  ----------
                                                                   2,376,941
                                                                  ----------
Miscellaneous (1.4%)
Providian Financial Corp. * ................. 130,030              1,513,549
                                                                  ----------
                                                                   5,027,672
                                                                  ----------
HEALTH CARE (17.1%)
Biotechnology (13.6%)
Affymetrix, Inc. * .......................... 113,460              2,792,251
Applera Corp. * ............................. 120,600              1,677,546
Applied Biosystems Group-Applera
    Corp. ................................... 163,030              3,376,351
Biogen Idec, Inc. * .........................  56,570              2,080,645
Compugen Ltd. * ............................. 221,110              1,116,606
Gilead Sciences, Inc. * .....................  26,190              1,522,687
Millennium Pharmaceuticals, Inc. * .......... 126,050              2,353,353
                                                                  ----------
                                                                  14,919,439
                                                                  ----------
Medical Services (1.3%)
Cepheid, Inc. * ............................. 147,880              1,416,690
                                                                  ----------
Medical Products (2.2%)
Cerus Corp. * ............................... 269,260              1,222,440
Zimmer Holdings, Inc. * .....................  16,450              1,158,080
                                                                  ----------
                                                                   2,380,520
                                                                  ----------
                                                                  18,716,649
                                                                  ----------
TECHNOLOGY (41.8%)
Communication
    Equipment (6.7%)
Corning, Inc. * ............................. 192,720              2,010,070
JDS Uniphase Corp. * ........................ 328,490              1,198,988
Juniper Networks, Inc. * .................... 193,760              3,619,437
3Com Corp. * ................................  66,460                542,978
                                                                  ----------
                                                                   7,371,473
                                                                  ----------
</TABLE>

                                     SAI-26


<PAGE>

- --------------------------------------------------------------------------------
Separate Account No. 3 (Pooled)

(The Alliance Mid Cap Growth Fund)
of The Equitable Life Assurance Society of the United States


Portfolio of Investments -- December 31, 2003 (Concluded)




<TABLE>
<CAPTION>
                                               Number of            Value
                                                 Shares            (Note 2)
                                          ------------------- -----------------
<S>                                       <C>                 <C>
Computer Peripherals (2.7%)
Network Appliance, Inc. * ............... 142,230             $  2,919,982
                                                              ------------
Internet Infrastructure (1.5%)
eBay, Inc. * ............................  26,106                1,686,187
                                                              ------------
Internet Media (3.1%)
Equinix, Inc. * .........................   9,900                  279,180
RealNetworks, Inc. * .................... 177,050                1,010,956
SINA Corp. * ............................  15,950                  538,312
Yahoo!, Inc. * ..........................  34,516                1,559,088
                                                              ------------
                                                                 3,387,536
                                                              ------------
Semiconductor Capital
    Equipment (1.9%)
KLA-Tencor Corp. * ......................  35,300                2,071,051
                                                              ------------
Semiconductor
    Components (11.7%)
Broadcom Corp. * ........................  56,030                1,910,063
Marvell Technology Group Ltd. * .........  32,700                1,240,311
Micron Technology, Inc. * ............... 324,440                4,370,207
Nvidia Corp. * .......................... 135,910                3,159,907
Silicon Laboratories, Inc. * ............  50,370                2,176,991
                                                              ------------
                                                                12,857,479
                                                              ------------


</TABLE>
<TABLE>
<CAPTION>
                                               Number of            Value
                                                 Shares            (Note 2)
                                          ------------------- -----------------
<S>                                       <C>                 <C>
Software (14.2%)
BEA Systems, Inc. * ..................... 182,060             $  2,239,338
CNET Networks, Inc. * ................... 218,100                1,487,442
Electronic Arts, Inc. * .................  25,668                1,226,417
Intuit, Inc. * ..........................  41,739                2,208,410
NetScreen Technologies, Inc. * .......... 105,780                2,618,055
PeopleSoft, Inc. * ...................... 181,940                4,148,232
Red Hat, Inc. * .........................  79,000                1,482,830
                                                              ------------
                                                                15,410,724
                                                              ------------
                                                                45,704,432
                                                              ------------
TOTAL COMMON STOCKS (99.5%)
   (Cost $85,907,893)....................                      108,957,191
                                                              ------------
TOTAL INVESTMENTS (99.5%)
   (Cost $85,907,893)....................                      108,957,191
OTHER ASSETS LESS
    LIABILITIES (0.5%) ..................                          513,479
                                                              ------------
NET ASSETS (100.0%) .....................                     $109,470,670
                                                              ============
</TABLE>

- -------------------------
*    Non-income producing security.

The accompanying notes are an integral part of these financial statements.


                                     SAI-27


<PAGE>

- --------------------------------------------------------------------------------
Separate Account No. 4 (Pooled)
(The Alliance Growth Equity Fund)
of The Equitable Life Assurance Society of the United States

Statement of Assets and Liabilities
December 31, 2003

<TABLE>
<CAPTION>
<S>                                                                         <C>
Assets:
Investments (Notes 2 and 3):
 Common stocks -- at value (cost: $544,355,567)...........................  $688,441,577
 Short-term debt securities -- at value (amortized cost: $2,899,903) .....     2,899,903
Cash .....................................................................        28,861
Interest and dividends receivable ........................................       173,513
- ----------------------------------------------------------------------------------------
Total assets .............................................................   691,543,854
- ----------------------------------------------------------------------------------------
Liabilities:
Due to Equitable Life's General Account ..................................     1,479,136
Due to custodian .........................................................       158,346
Accrued expenses .........................................................       634,709
- ----------------------------------------------------------------------------------------
Total liabilities ........................................................     2,272,191
- ----------------------------------------------------------------------------------------
Net Assets ...............................................................  $689,271,663
========================================================================================
Amount retained by Equitable Life in Separate Account No. 4 ..............  $  1,900,151
Net assets attributable to contract owners ...............................   650,055,629
Net assets allocated to contracts in payout period .......................    37,315,883
- ----------------------------------------------------------------------------------------
Net Assets ...............................................................  $689,271,663
========================================================================================
</TABLE>


<TABLE>
<CAPTION>
                             Units Outstanding    Unit Values
                            ------------------- --------------
<S>                               <C>           <C>
Institutional .............        57,451       $ 6,324.43
RIA .......................        38,302           602.90
Momentum Strategy .........         5,481            79.38
MRP .......................       153,077           251.02
ADA .......................       827,037           302.18
EPP .......................        22,647           617.58
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                     SAI-28


<PAGE>

- --------------------------------------------------------------------------------
Separate Account No. 4 (Pooled)
(The Alliance Growth Equity Fund)
of The Equitable Life Assurance Society of the United States

Statement of Operations
Year Ended December 31, 2003

<TABLE>
<CAPTION>
<S>                                                                       <C>
Investment Income (Note 2):
Dividends (net of foreign taxes withheld of $2,550).....................  $   2,841,875
Interest ...............................................................         31,716
- ----------------------------------------------------------------------------------------
Total investment income ................................................      2,873,591
- ----------------------------------------------------------------------------------------
Expenses (Note 5):
Investment management fees .............................................     (1,133,660)
Operating and expense charges ..........................................     (2,010,575)
- ----------------------------------------------------------------------------------------
Total expenses .........................................................     (3,144,235)
- ----------------------------------------------------------------------------------------
Net investment loss ....................................................       (270,644)
- ----------------------------------------------------------------------------------------
Realized and Unrealized Gain (Loss) on Investments (Note 2):
Realized loss from security and foreign currency transactions ..........    (17,379,109)
Change in unrealized appreciation /depreciation of investments .........    208,381,402
- ----------------------------------------------------------------------------------------
Net realized and unrealized gain on investments ........................    191,002,293
- ----------------------------------------------------------------------------------------
Net Increase in Net Assets Attributable to Operations ..................  $ 190,731,649
=======================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                     SAI-29


<PAGE>

- --------------------------------------------------------------------------------
Separate Account No. 4 (Pooled)

(The Alliance Growth Equity Fund)
of The Equitable Life Assurance Society of the United States

Statements of Changes in Net Assets

<TABLE>
<CAPTION>
                                                                                    Year Ended December 31,
                                                                                       2003             2002
                                                                               ---------------- -----------------
<S>                                                                             <C>              <C>
Increase (Decrease) in Net Assets:
>From Operations:
Net investment loss ..........................................................  $     (270,644)  $     (702,786)
Net realized loss on investments and foreign currency transactions ...........     (17,379,109)    (232,393,293)
Change in unrealized appreciation/depreciation of investments ................     208,381,402          (71,538)
- ---------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets attributable to operations .............     190,731,649     (233,167,617)
- ---------------------------------------------------------------------------------------------------------------
>From Contributions and Withdrawals:
Contributions ................................................................      93,626,844      115,415,532
Withdrawals ..................................................................    (129,176,442)    (240,773,263)
Asset management fees ........................................................      (1,011,672)      (1,363,796)
Administrative fees ..........................................................        (434,123)        (629,647)
- ---------------------------------------------------------------------------------------------------------------
Net decrease in net assets attributable to contributions and withdrawals .....     (36,995,393)    (127,351,174)
- ---------------------------------------------------------------------------------------------------------------
Net increase in net assets attributable to Equitable Life's transactions .....          11,716           19,350
- ---------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Net Assets ............................................     153,747,972     (360,499,441)
Net Assets -- Beginning of Year ..............................................     535,523,691      896,023,132
- ---------------------------------------------------------------------------------------------------------------
Net Assets -- End of Year ....................................................  $  689,271,663   $  535,523,691
===============================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                     SAI-30


<PAGE>

- --------------------------------------------------------------------------------
Separate Account No. 4 (Pooled)
(The Alliance Growth Equity Fund)
of The Equitable Life Assurance Society of the United States


Portfolio of Investments -- December 31, 2003




<TABLE>
<CAPTION>
                                              Number of            Value
                                                Shares            (Note 2)
                                         ------------------- -----------------
<S>                                          <C>             <C>
COMMON STOCKS:
AEROSPACE & DEFENSE (0.5%)
Defense Electronics (0.5%)
L-3 Communications
    Holdings, Inc. * ...................      71,800         $ 3,687,648
                                                             -----------
CAPITAL GOODS (0.9%)
Engineering & Construction (0.9%)
Jacobs Engineering Group, Inc. * .......     129,100           6,198,091
                                                             -----------
CONSUMER MANUFACTURING (14.9%)
Building & Related (5.5%)
Centex Corp. ...........................     106,300          11,443,195
D. R. Horton, Inc. .....................     212,300           9,184,098
Lennar Corp. (Class A) .................     112,600          10,809,600
NVR, Inc. * ............................      14,500           6,757,000
                                                             -----------
                                                              38,193,893
                                                             -----------
CONSUMER SERVICES (14.9%)
Broadcasting & Cable (2.3%)
Comcast Corp. SPL (Class A) * ..........     518,300          16,212,424
                                                             -----------
Entertainment & Leisure (3.0%)
Harley-Davidson, Inc. ..................     440,600          20,941,718
                                                             -----------
Retail-General Merchandise (3.2%)
Bed Bath & Beyond, Inc. * ..............     249,000          10,794,150
Lowe's Companies, Inc. .................     142,300           7,881,997
Tiffany & Co. ..........................      65,300           2,951,560
                                                             -----------
                                                              21,627,707
                                                             -----------
Miscellaneous (6.4%)
Apollo Group, Inc. * ...................      21,300           1,448,400
Career Education Corp. * ...............     460,600          18,456,242
CDW Corp. ..............................     130,700           7,549,232
Education Management Corp. * ...........     119,600           3,712,384
Iron Mountain, Inc. * ..................     252,600           9,987,804
Strayer Education, Inc. ................      26,400           2,873,112
                                                             -----------
                                                              44,027,174
                                                             -----------
                                                             102,809,023
                                                             -----------
ENERGY (1.2%)
Domestic Producers (1.2%)
Apache Corp. ...........................      97,180           7,881,298
                                                             -----------
FINANCE (24.1%)
Brokerage & Money
    Management (9.4%)
Goldman Sachs Group, Inc. ..............     130,700          12,904,011
Legg Mason, Inc. .......................     399,700          30,848,846
Merrill Lynch & Co., Inc. ..............     152,300           8,932,395
Morgan Stanley DeanWitter & Co. ........     206,700          11,961,729
                                                             -----------
                                                              64,646,981
                                                             -----------


</TABLE>
<TABLE>
<CAPTION>
                                              Number of            Value
                                                Shares            (Note 2)
                                         ------------------- -----------------
<S>                                          <C>             <C>
Insurance (5.1%)
American International Group, Inc. .....     377,900         $25,047,212
Everest Re Group Ltd. ..................     122,400          10,355,040
                                                             -----------
                                                              35,402,252
                                                             -----------
Miscellaneous (9.6%)
AMBAC Financial Group, Inc. ............     242,700          16,840,953
Citigroup, Inc. ........................     634,400          30,793,776
MBNA Corp. .............................     733,750          18,233,688
                                                             -----------
                                                              65,868,417
                                                             -----------
                                                             165,917,650
                                                             -----------
HEALTH CARE (21.8%)
Biotechnology (1.4%)
Cephalon, Inc. * .......................      69,600           3,369,336
Gilead Sciences, Inc. * ................     106,300           6,180,282
                                                             -----------
                                                               9,549,618
                                                             -----------
Drugs (5.3%)
Forest Laboratories, Inc. * ............     456,600          28,217,880
Teva Pharmaceutical Industries Ltd......     140,200           7,950,742
                                                             -----------
                                                              36,168,622
                                                             -----------
Medical Products (5.2%)
Alcon, Inc. ............................      95,100           5,757,354
Patterson Dental Company * .............     104,700           6,717,552
St. Jude Medical, Inc. * ...............      43,300           2,656,455
Stryker Corp. ..........................     219,700          18,676,697
Zimmer Holdings, Inc. * ................      29,100           2,048,640
                                                             -----------
                                                              35,856,698
                                                             -----------
Medical Services (9.9%)
Anthem, Inc. * .........................      90,700           6,802,500
Caremark Rx, Inc. * ....................     174,900           4,430,217
Express Scripts, Inc. * ................     268,900          17,863,027
Health Management Associates, Inc.
    (Class A) ..........................     511,500          12,276,000
Stericycle, Inc. * .....................     152,600           7,126,420
Wellpoint Health Networks, Inc. * ......     207,600          20,135,124
                                                             -----------
                                                              68,633,288
                                                             -----------
                                                             150,208,226
                                                             -----------
MULTI-INDUSTRY COMPANIES (1.3%)
Danaher Corp. ..........................      97,200           8,918,100
                                                             -----------
TECHNOLOGY (29.7%)
Communication Equipment (4.5%)
Cisco Systems, Inc. * ..................     372,180           9,040,252
Juniper Networks, Inc. * ...............   1,177,600          21,997,568
                                                             -----------
                                                              31,037,820
                                                             -----------
Computer Hardware/Storage (3.0%)
Dell, Inc. * ...........................     611,600          20,769,936
                                                             -----------
</TABLE>

                                     SAI-31


<PAGE>

- --------------------------------------------------------------------------------
Separate Account No. 4 (Pooled)
(The Alliance Growth Equity Fund)
of The Equitable Life Assurance Society of the United States


Portfolio of Investments -- December 31, 2003 (Concluded)


<TABLE>
<CAPTION>
                                           Number of      Value
                                            Shares      (Note 2)
                                          ---------- --------------
<S>                                       <C>        <C>
Computer Services (0.5%)
Affiliated Computer Services, Inc.
    (Class A) * .........................  57,450    $ 3,128,727
                                                     -----------
Internet Infrastructure (3.6%)
eBay, Inc. * ............................ 384,800     24,854,232
                                                     -----------
Semiconductor Components (7.4%)
Broadcom Corp. * ........................ 440,200     15,006,418
Intel Corp. .............................  84,000      2,704,800
Linear Technology Corp. ................. 201,600      8,481,312
Marvell Technology Group Ltd. * ......... 502,820     19,071,962
Maxim Integrated Products, Inc. ......... 109,800      5,468,040
                                                     -----------
                                                      50,732,532
                                                     -----------
Software (8.9%)
Electronic Arts, Inc. * ................. 231,750     11,073,015
Intuit, Inc. * .......................... 127,500      6,746,025
Mercury Interactive Corp. * ............. 204,250      9,934,720
Symantec Corp. * ........................ 406,800     14,095,620
Veritas Software Corp. * ................ 541,100     20,107,276
                                                     -----------
                                                      61,956,656
                                                     -----------
Miscellaneous (1.8%)
Amphenol Corp. (Class A) * .............. 126,500      8,087,145
Tektronix, Inc. ......................... 128,500      4,060,600
                                                     -----------
                                                      12,147,745
                                                     -----------
                                                     204,627,648
                                                     -----------
TOTAL COMMON STOCKS (99.9%)
   (Cost $544,355,567)...................            688,441,577
                                                     -----------
</TABLE>



<TABLE>
<CAPTION>
                                          Principal        Value
                                            Amount        Note (2)
                                        ------------- ---------------
<S>                                     <C>            <C>
SHORT-TERM DEBT SECURITIES:
U. S. GOVERNMENT AGENCY (0.4%)
Federal Home Loan Bank
   0.60%, 1/02/04 ..................... $2,900,000     $  2,899,903
                                                       ------------
TOTAL SHORT-TERM DEBT
    SECURITIES (0.4%)
   (Amortized Cost $2,899,903).........                   2,899,903
                                                       ------------
TOTAL INVESTMENTS (100.3%)
   (Cost/Amortized Cost
     $547,255,470).....................                 691,341,480
OTHER ASSETS LESS
    LIABILITIES (-0.3%) ...............                  (2,069,817)
                                                       ------------
NET ASSETS (100.0%) ...................                $689,271,663
                                                       ============
</TABLE>

- -------------------------
*    Non-income producing security.

The accompanying notes are an integral part of these financial statements.


                                     SAI-32


<PAGE>

- --------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
(The Alliance Balanced Fund)
of The Equitable Life Assurance Society of the United States

Statement of Assets and Liabilities
December 31, 2003

<TABLE>
<CAPTION>
<S>                                                                          <C>
Assets:
Investments (Notes 2 and 3):
 Common stocks -- at value (cost: $48,029,780) ............................  $ 54,079,879
 Preferred stocks -- at value (cost: $131,167) ............................       194,412
 Long-term debt securities -- at value (amortized cost: $31,477,578) ......    32,016,940
 Short-term debt securities -- at value (amortized cost: $11,599,613) .....    11,599,613
Cash ......................................................................       434,131
Receivable for investment securities sold .................................     1,547,516
Interest receivable .......................................................       258,529
Dividends and other receivable ............................................        61,703
- -----------------------------------------------------------------------------------------
Total assets ..............................................................   100,192,723
- -----------------------------------------------------------------------------------------
Liabilities:
Payable for investment securities purchased ...............................    10,968,372
Due to Equitable Life's General Account ...................................       175,064
Accrued expenses ..........................................................       127,352
- ---------------------------------------------------------------------------  ------------
Total liabilities .........................................................    11,270,788
- ---------------------------------------------------------------------------  ------------
Net Assets ................................................................  $ 88,921,935
===========================================================================  ============
</TABLE>


<TABLE>
<CAPTION>
                             Units Outstanding    Unit Values
                            ------------------- ---------------
<S>                               <C>           <C>
Institutional .............           347       $ 17,388.93
RIA .......................       240,690            165.70
Momentum Strategy .........        20,714            116.51
MRP .......................       790,375             41.83
EPP .......................        44,149            169.74
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                     SAI-33


<PAGE>

- --------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
(The Alliance Balanced Fund)
of The Equitable Life Assurance Society of the United States

Statement of Operations
Year Ended December 31, 2003

<TABLE>
<CAPTION>
<S>                                                                       <C>
Investment Income (Note 2):
Dividends (net of foreign taxes withheld of $25,803)...................   $   819,063
Interest ..............................................................     1,050,068
- -------------------------------------------------------------------------------------
Total investment income ...............................................     1,869,131
- -------------------------------------------------------------------------------------
Expenses (Note 5):
Investment management fees ............................................      (360,223)
Operating and expense charges .........................................      (499,658)
- -------------------------------------------------------------------------------------
Total expenses ........................................................      (859,881)
- -------------------------------------------------------------------------------------
Net investment income .................................................     1,009,250
- -------------------------------------------------------------------------------------
Realized and Unrealized Gain (Loss) on Investments (Note 2):
Realized loss from security and foreign currency transactions .........      (549,738)
Change in unrealized appreciation/depreciation of investments .........    12,591,550
- -------------------------------------------------------------------------------------
Net realized and unrealized gain on investments .......................    12,041,812
- -------------------------------------------------------------------------------------
Net Increase in Net Assets Attributable to Operations .................   $13,051,062
=====================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                     SAI-34



<PAGE>

- --------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
(The Alliance Balanced Fund)
of The Equitable Life Assurance Society of the United States

Statements of Changes in Net Assets

<TABLE>
<CAPTION>
                                                                                              Year Ended December 31,
                                                                                                  2003             2002
                                                                                          ---------------- ---------------
<S>                                                                                        <C>              <C>
Increase (Decrease) in Net Assets:
>From Operations:
Net investment income ...................................................................  $   1,009,250    $   1,272,275
Net realized loss on investments and foreign currency transactions ......................       (549,738)      (2,698,068)
Change in unrealized appreciation/depreciation of investments ...........................     12,591,550       (5,272,377)
- -------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets attributable to operations ........................     13,051,062       (6,698,170)
- -------------------------------------------------------------------------------------------------------------------------
>From Contributions and Withdrawals:
Contributions ...........................................................................     11,520,355       38,613,788
Withdrawals .............................................................................    (16,362,710)     (24,507,295)
Asset management fees ...................................................................        (39,862)        (143,661)
Administrative fees .....................................................................       (359,780)        (369,974)
- -------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets attributable to contributions and withdrawals .....     (5,241,997)      13,592,858
- -------------------------------------------------------------------------------------------------------------------------
Increase in Net Assets ..................................................................      7,809,065        6,894,688
Net Assets -- Beginning of Year .........................................................     81,112,870       74,218,182
- -------------------------------------------------------------------------------------------------------------------------
Net Assets -- End of Year ...............................................................  $  88,921,935    $  81,112,870
=========================================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                     SAI-35


<PAGE>

- --------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
(The Alliance Balanced Fund)
of The Equitable Life Assurance Society of the United States


Portfolio of Investments -- December 31, 2003




<TABLE>
<CAPTION>
                                                   Number of            Value
                                                     Shares            (Note 2)
                                              ------------------- -----------------
<S>                                             <C>               <C>
COMMON STOCKS:
AEROSPACE & DEFENSE (0.3%)
Aerospace (0.3%)
Lockheed Martin Corp. .......................     5,700           $ 292,980
                                                                  ---------
BASIC INDUSTRIES (0.9%)
Chemicals (0.7%)
Du Pont (E.I.) de Nemours & Co. .............     5,000             229,450
Monsanto Co. ................................       832              23,945
Praxair, Inc. ...............................    10,600             404,920
Syngenta AG .................................        57               3,837
                                                                  ---------
                                                                    662,152
                                                                  ---------
Mining & Metals (0.1%)
BHP Billiton PLC ............................    8,500               74,044
                                                                  ---------
Miscellaneous (0.1%)
JRS Corp. ...................................    3,000               67,065
                                                                  ---------
                                                                    803,261
                                                                  ---------
CAPITAL GOODS (3.9%)
Electrical Equipment (0.7%)
Funai Electric Co. Ltd. .....................    1,300              178,494
Johnson Controls, Inc. ......................    2,400              278,688
Johnson Electric Holdings Ltd. ..............   63,200               80,590
Schneider Electric SA .......................    1,755              114,762
                                                                  ---------
                                                                    652,534
                                                                  ---------
Machinery (0.5%)
Atlas Copco AB * ............................    1,400               50,120
Parker-Hannifin Corp. .......................    3,700              220,150
SMC Corp. ...................................    1,200              149,419
                                                                  ---------
                                                                    419,689
                                                                  ---------
Miscellaneous (2.7%)
General Electric Co. ........................   48,100            1,490,138
Nitto Denko Corp. ...........................    4,800              255,379
United Technologies Corp. ...................    6,400              606,528
                                                                  ---------
                                                                  2,352,045
                                                                  ---------
                                                                  3,424,268
                                                                  ---------
CONSUMER MANUFACTURING (1.4%)
Auto & Related (0.6%)
Bayerische Motoren Werke AG .................    3,013              140,271
Magna International, Inc. (Class A) .........    3,700              296,185
Nissan Motor Co. Ltd. .......................    8,500               97,111
                                                                  ---------
                                                                    533,567
                                                                  ---------
Building & Related (0.8%)
American Standard
    Companies, Inc. * .......................    4,100              412,870
CRH PLC .....................................   15,453              316,777
                                                                  ---------
                                                                    729,647
                                                                  ---------
                                                                  1,263,214
                                                                  ---------


</TABLE>
<TABLE>
<CAPTION>
                                                   Number of            Value
                                                     Shares            (Note 2)
                                              ------------------- -----------------
<S>                                            <C>               <C>
CONSUMER SERVICES (7.9%)
Advertising (0.1%)
WPP Group PLC ...............................    9,400            $  92,371
                                                                  ---------
Airlines (0.1%)
Continental Airlines, Inc. * ................    1,500               24,405
Southwest Airlines Co. ......................    6,400              103,296
                                                                  ---------
                                                                    127,701
                                                                  ---------
Broadcasting & Cable (1.5%)
Comcast Corp. (Class A) * ...................    5,814              191,106
Comcast Corp. SPL (Class A) * ...............   10,700              334,696
Time Warner, Inc. * .........................    3,700               66,563
Viacom, Inc. (Class B) ......................   12,040              534,335
Westwood One, Inc. * ........................    6,200              212,102
                                                                  ---------
                                                                  1,338,802
                                                                  ---------
Cellular Communications (0.7%)
America Movil SA de CV (Class A) ............    3,500               95,690
Sprint Corp. (PCS Group) * ..................   39,700              223,114
Vodafone Group PLC ..........................  114,774              283,755
                                                                  ---------
                                                                    602,559
                                                                  ---------
Entertainment & Leisure (1.3%)
Carnival Corp. ..............................    3,300              131,109
Carnival PLC. ...............................    8,164              328,625
Harley-Davidson, Inc. .......................    6,800              323,204
Royal Caribbean Cruises Ltd. ................    9,500              330,505
                                                                  ---------
                                                                  1,113,443
                                                                  ---------
Printing & Publishing (0.4%)
Gannett Co., Inc. ...........................    1,000               89,160
Tribune Co. .................................    5,100              263,160
                                                                  ---------
                                                                    352,320
                                                                  ---------
Restaurants & Lodging (0.2%)
Hilton Group PLC ............................   46,769              187,633
                                                                  ---------
Retail-General Merchandise (3.0%)
Bed Bath & Beyond, Inc. * ...................    8,100              351,135
Federated Department Stores, Inc. ...........    8,200              386,466
GUS PLC * ...................................   13,631              187,843
Home Depot, Inc. ............................    4,300              152,607
May Department Stores Co. ...................    4,000              116,280
Ross Stores, Inc. ...........................    7,800              206,154
Wal-Mart Stores, Inc. .......................   23,500            1,246,675
                                                                  ---------
                                                                  2,647,160
                                                                  ---------
Miscellaneous (0.6%)
Adecco SA ...................................    1,510               97,022
Cendant Corp. * .............................   15,400              342,958
Li & Fung Limited ...........................   74,000              126,769
                                                                  ---------
                                                                    566,749
                                                                  ---------
                                                                  7,028,738
                                                                  ---------
</TABLE>

                                     SAI-36


<PAGE>

- --------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
(The Alliance Balanced Fund)
of The Equitable Life Assurance Society of the United States


Portfolio of Investments -- December 31, 2003 (Continued)




<TABLE>
<CAPTION>
                                                  Number of            Value
                                                    Shares            (Note 2)
                                             ------------------- -----------------
<S>                                           <C>                <C>
CONSUMER STAPLES (5.7%)
Beverages (1.5%)
Anheuser Busch Cos., Inc. ..................   7,100             $ 374,028
Coca Cola Co. ..............................   5,900               299,425
LVMH Moet Hennessy Louis
    Vuitton SA .............................   4,900               356,226
Pepsi Bottling Group, Inc. .................  11,000               265,980
Pepsico, Inc. ..............................   1,800                83,916
                                                                 ---------
                                                                 1,379,575
                                                                 ---------
Cosmetics (0.8%)
Avon Products, Inc. ........................   8,000                539,920
L'Oreal SA .................................   2,441                199,910
                                                                 ---------
                                                                   739,830
                                                                 ---------
Food (0.2%)
Del Monte Foods Co. * ......................   2,054                 21,362
Heinz (H. J.) Co. ..........................   4,600               167,578
J. M. Smucker Co. ..........................      96                 4,348
                                                                 ---------
                                                                   193,288
                                                                 ---------
Household Products (1.4%)
Colgate Palmolive Co. ......................   3,600               180,180
Procter & Gamble Co. .......................   7,300               729,124
Reckitt Benckiser PLC ......................  13,552               306,258
                                                                 ---------
                                                                 1,215,562
                                                                 ---------
Retail-Food & Drug (0.9%)
Safeway, Inc. * ............................  10,000               219,100
Tesco PLC ..................................  89,442               411,120
Walgreen Co. ...............................   4,800               174,624
                                                                 ---------
                                                                   804,844
                                                                 ---------
Tobacco (0.9%)
Altria Group, Inc. .........................  14,200               772,764
                                                                 ---------
                                                                 5,105,863
                                                                 ---------
ENERGY (3.8%)
Domestic Producers (0.2%)
Apache Corp. ...............................   2,500               202,750
                                                                 ---------
International (2.2%)
ChevronTexaco Corp. ........................   6,500               561,535
Eni Spa (ADR) ..............................   4,200               398,916
ExxonMobil Corp. ...........................  18,912               775,392
Talisman Energy, Inc. ......................   4,100               232,060
                                                                 ---------
                                                                 1,967,903
                                                                 ---------
Oil Service (0.9%)
Baker Hughes, Inc. .........................   6,600               212,256
Nabors, Industries Ltd. * ..................   4,100               170,150
Total SA ...................................   2,069               384,248
                                                                 ---------
                                                                   766,654
                                                                 ---------


</TABLE>
<TABLE>
<CAPTION>
                                                  Number of            Value
                                                    Shares            (Note 2)
                                             ------------------- -----------------
<S>                                          <C>                 <C>
Miscellaneous (0.5%)
ConocoPhillips .............................  6,800              $ 445,876
Dynegy, Inc. (Class A) * ...................  3,300                 14,124
                                                                 ---------
                                                                   460,000
                                                                 ---------
                                                                 3,397,307
                                                                 ---------
FINANCE (13.5%)
Banking-Money Center (3.3%)
BNP Paribas SA .............................  7,215                453,800
Credit Suisse Group ........................ 10,302                376,760
HSBC Holdings PLC .......................... 19,838                311,270
JP Morgan Chase & Co. ...................... 14,385                528,361
Mitsubishi Tokyo
    Financial Group, Inc. ..................     26                202,884
SLM Corp. ..................................  5,900                222,312
Standard Chartered PLC ..................... 18,885                311,318
UBS AG .....................................  4,485                307,023
Wachovia Corp. .............................  5,600                260,904
                                                                 ---------
                                                                 2,974,632
                                                                 ---------
Banking-Regional (3.3%)
Bank of America Corp. ...................... 11,442                920,280
Bank One Corp. ............................. 13,532                616,924
FleetBoston Financial Corp. ................  5,200                226,980
KeyCorp .................................... 14,600                428,072
National City Corp. ........................ 10,100                342,794
Royal Bank of Scotland Group PLC ...........  7,297                214,921
Unicredito Italiano SPA * .................. 36,026                194,273
                                                                 ---------
                                                                 2,944,244
                                                                 ---------
Brokerage & Money
    Management (1.6%)
Franklin Resources, Inc. ...................  4,100                213,446
Lehman Brothers Holdings, Inc. .............  2,600                200,772
Merrill Lynch & Co., Inc. ..................  9,300                545,445
Morgan Stanley DeanWitter & Co. ............  4,800                277,776
Nomura Holdings, Inc. ...................... 10,000                170,346
                                                                 ---------
                                                                 1,407,785
                                                                 ---------
Insurance (2.2%)
Ace Ltd. ...................................  7,000                289,940
American International Group, Inc. ......... 14,200                941,176
Swiss Re-Registered ........................  3,115                210,218
Travelers Property Casualty Co.
    (Class A) .............................. 12,509                209,901
Travelers Property Casualty Co.
    (Class B) ..............................  1,662                 28,204
XL Capital Ltd. (Class A) ..................  3,100                240,405
                                                                 ---------
                                                                 1,919,844
                                                                 ---------
Miscellaneous (1.9%)
Citigroup, Inc. ............................ 28,132              1,365,527
MBNA Corp. ................................. 12,618                313,557
                                                                 ---------
                                                                 1,679,084
                                                                 ---------
</TABLE>

                                     SAI-37


<PAGE>

- --------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
(The Alliance Balanced Fund)
of The Equitable Life Assurance Society of the United States


Portfolio of Investments -- December 31, 2003 (Continued)




<TABLE>
<CAPTION>
                                             Number of            Value
                                               Shares            (Note 2)
                                        ------------------- -----------------
<S>                                      <C>                <C>
Mortgage Banking (1.2%)
Fannie Mae ............................   7,100             $  532,926
Freddie Mac ...........................   3,000                174,960
Washington Mutual, Inc. ...............   8,500                341,020
                                                            ----------
                                                             1,048,906
                                                            ----------
Real Estate (0.0%)
MI Developments, Inc. (Class A) * .....   1,850                 51,652
                                                            ----------
                                                            12,026,147
                                                            ----------
HEALTH CARE (7.6%)
Biotechnology (0.6%)
Amgen, Inc. * .........................   7,000                432,600
Human Genome Sciences, Inc. * .........   8,100                107,325
                                                            ----------
                                                               539,925
                                                            ----------
Drugs (4.3%)
Allergan, Inc. ........................   2,500                192,025
Altana AG .............................   3,387                204,326
AstraZeneca Group PLC .................   8,176                391,135
Barr Pharmaceuticals, Inc. * ..........   2,500                192,375
Bristol Myers Squibb Co. ..............   8,600                245,960
Dr. Reddy's Laboratories Ltd. .........     700                 22,155
Merck & Co., Inc. .....................   6,400                295,680
Pfizer, Inc. ..........................  40,604              1,434,539
Sanofi-Synthelabo SA ..................   3,840                288,841
Takeda Chemical Industries ............   2,200                 87,273
Wyeth .................................  10,400                441,480
Yamanouchi Pharmaceutical Co. Ltd.          900                 27,974
                                                            ----------
                                                             3,823,763
                                                            ----------
Medical Products (1.7%)
Guidant Corp. .........................   4,300                258,860
Johnson & Johnson .....................  17,000                878,220
Smith & Nephew ........................  10,600                 88,695
Zimmer Holdings, Inc. * ...............   3,930                276,672
                                                            ----------
                                                             1,502,447
                                                            ----------
Medical Services (1.0%)
Anthem, Inc. * ........................   2,700                202,500
Caremark Rx, Inc. * ...................   7,200                182,376
Medco Health Solutions, Inc. * ........     771                 26,206
UnitedHealth Group, Inc. ..............   3,200                186,176
Wellpoint Health Networks, Inc. * .....   2,800                271,572
                                                            ----------
                                                               868,830
                                                            ----------
                                                             6,734,965
                                                            ----------
MULTI-INDUSTRY
    COMPANIES (0.4%)
Mitsubishi Corp. ......................  16,000                169,655
Siemens AG * ..........................   1,612                129,580
                                                            ----------
                                                               299,235
                                                            ----------


</TABLE>
<TABLE>
<CAPTION>
                                             Number of            Value
                                               Shares            (Note 2)
                                        ------------------- -----------------
<S>                                     <C>                 <C>
TECHNOLOGY (12.5%)
Communication Equipment (2.3%)
Alcatel * ............................. 10,135              $  130,378
Avaya, Inc. * .........................     22                     285
Cisco Systems, Inc. * ................. 25,000                 607,250
Corning, Inc. * ....................... 21,700                 226,331
Juniper Networks, Inc. * .............. 27,200                 508,096
Lucent Technologies, Inc. * ........... 39,375                 111,825
Motorola, Inc. ........................ 25,200                 354,564
Nortel Networks Corp. * ...............  4,800                  20,304
QUALCOMM, Inc. ........................  1,600                  86,288
                                                            ----------
                                                             2,045,321
                                                            ----------
Computer Hardware/Storage (2.1%)
Agilent Technologies, Inc. * ..........  7,600                 222,224
Dell, Inc. * .......................... 18,700                 635,052
EMC Corp. * ...........................  6,400                  82,688
Hewlett-Packard Co. ................... 21,000                 482,370
International Business
    Machines Corp. ....................  4,300                 398,524
Sun Microsystems, Inc. * .............. 20,300                  91,147
                                                            ----------
                                                             1,912,005
                                                            ----------
Computer Services (0.2%)
Fiserv, Inc. * ........................  5,000                 197,550
                                                            ----------
Contract Manufacturing (0.1%)
Flextronics International Ltd. * ......  4,100                  60,844
Solectron Corp. * .....................  7,600                  44,916
                                                            ----------
                                                               105,760
                                                            ----------
Internet Infrastructure (0.4%)
eBay, Inc. * ..........................  5,000                 322,950
                                                            ----------
Internet Media (0.3%)
Yahoo!, Inc. * ........................  5,800                 261,986
                                                            ----------
Semiconductor Capital
    Equipment (0.3%)
Applied Materials, Inc. * ............. 10,700                 240,215
                                                            ----------
Semiconductor Components (2.6%)
Advantest Corp. .......................  1,400                 111,075
Agere Systems, Inc. (Class A) * .......    372                   1,135
Altera Corp. * ........................  9,836                 223,277
ASML Holding N.V. * ................... 10,810                 214,107
Intel Corp. ........................... 24,944                 803,197
Linear Technology Corp. ...............  4,700                 197,729
Marvell Technology Group, Inc. * ......  6,200                 235,166
Maxim Integrated Products, Inc. .......  2,600                 129,480
Micron Technology, Inc. * ............. 14,400                 193,968
NEC Electronics Corp. .................  1,100                  80,497
Samsung Electronics Co. Ltd. (GDR).....    700                 132,480
                                                            ----------
                                                             2,322,111
                                                            ----------
</TABLE>

                                     SAI-38


<PAGE>

- --------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
(The Alliance Balanced Fund)
of The Equitable Life Assurance Society of the United States


Portfolio of Investments -- December 31, 2003 (Continued)


<TABLE>
<CAPTION>
                                             Number of     Value
                                              Shares      (Note 2)
                                            ---------- -------------
<S>                                         <C>        <C>
Software (2.5%)
Mercury Interactive Corp. * ...............  4,200     $  204,288
Microsoft Corp. ........................... 53,800      1,481,652
Sap AG ....................................  2,255        380,151
Symantec Corp. * ..........................  4,600        159,390
                                                       ----------
                                                        2,225,481
                                                       ----------
Miscellaneous (1.7%)
Canon, Inc. ...............................  8,000        372,614
Hoya Corp. ................................  4,500        413,310
Keyence Corp. .............................    900        189,770
Ricoh Company Ltd. ........................ 15,000        296,122
Sanmina-SCI Corp. * .......................  5,300         66,833
Tokyo Electron Ltd. .......................  2,200        167,154
                                                       ----------
                                                        1,505,803
                                                       ----------
                                                       11,139,182
                                                       ----------
TRANSPORTATION (0.4%)
Railroad (0.4%)
Union Pacific Corp. .......................  4,600        319,608
                                                       ----------
UTILITIES (2.5%)
Electric & Gas Utility (1.0%)
American Electric Power Co., Inc. .........  6,200        189,162
Constellation Energy Group ................  6,200        242,792
Entergy Corp. .............................  5,200        297,076
PPL Corp. .................................  4,600        201,250
                                                       ----------
                                                          930,280
                                                       ----------
Telephone Utility (1.5%)
BellSouth Corp. ...........................  5,200        147,160
France Telecom SA * .......................  3,994        114,031
Qwest Communications
    International, Inc. * .................  5,200         22,464
SBC Communications, Inc. .................. 14,486        377,650
Sprint Corp. (FON Group) .................. 16,300        267,646
Verizon Communications, Inc. .............. 11,000        385,880
                                                       ----------
                                                        1,314,831
                                                       ----------
                                                        2,245,111
                                                       ----------
TOTAL COMMON STOCKS (60.8%)
   (Cost $48,029,780)......................            54,079,879
                                                       ----------
PREFERRED STOCKS:
CONSUMER MANUFACTURING (0.2%)
Auto & Related (0.2%)
Porsche AG ................................    329        194,412
                                                       ----------
TOTAL PREFERRED STOCKS (0.2%)
   (Cost $131,167).........................               194,412
                                                       ----------
</TABLE>




<TABLE>
<CAPTION>
                               Principal      Value
                                 Amount     (Note 2)
                              ----------- ------------
<S>                           <C>         <C>
LONG-TERM DEBT SECURITIES:
AEROSPACE & DEFENSE (0.1%)
Aerospace (0.1%)
Boeing Capital Corp.
   4.75%, 8/25/08 ........... $15,000     $  15,474
Raytheon Co.
   4.85%, 1/15/11 ...........  80,000        80,106
                                          ---------
                                             95,580
                                          ---------
ASSET BACKED SECURITIES (1.9%)
Chase Funding Mortgage Loan
   1.26%, 2/25/21 ........... 173,319       173,288
Citibank Credit Card Issuance Trust:
   3.5%, 8/16/10 ............ 220,000       219,556
   4.15%, 7/07/17 ........... 155,000       143,891
Countrywide Asset Backed
   Certificate
   1.27%, 10/25/19 ..........  81,802        81,806
DaimlerChrysler Auto Trust
   2.86%, 3/08/09 ........... 225,000       224,935
Discover Card Master Trust I
   6.35%, 7/15/08 ........... 295,000       318,888
Honda Auto Receivables
   Owner Trust
   2.19%, 5/15/07 ...........  65,000        65,095
Master Asset Backed
   Securities Trust I
   1.29%, 3/25/20 ...........  63,689        63,669
Residential Asset Mortgage
    Products, Inc.:
   1.27%, 7/25/18 ...........  90,126        90,081
   1.309%, 10/25/22 .........  28,368        28,368
Structured Asset Investment
   Loan Trust
   1.249%, 7/25/33 .......... 117,596       117,517
World Omni Auto Receivables
   Trust:
   2.2%, 1/15/08 ............  65,000        64,994
   2.87%, 11/15/10 .......... 125,000       124,963
                                          ---------
                                          1,717,051
                                          ---------
BASIC INDUSTRIES (0.2%)
Chemicals (0.0%)
Praxair, Inc.
   2.75%, 6/15/08 ...........  40,000        38,649
                                          ---------
Mining & Metals (0.0%)
Alcan, Inc.
   4.5%, 5/15/13 ............  30,000        28,910
                                          ---------
Paper & Forest Products (0.2%)
International Paper Co.
   5.3%, 4/01/15 ............  45,000        43,991
Weyerhaeuser Co.
   7.375%, 3/15/32 ..........  45,000        48,928
                                          ---------
                                             92,919
                                          ---------
                                            160,478
                                          ---------
</TABLE>

                                     SAI-39


<PAGE>

- --------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
(The Alliance Balanced Fund)
of The Equitable Life Assurance Society of the United States


Portfolio of Investments -- December 31, 2003 (Continued)




<TABLE>
<CAPTION>
                                          Principal             Value
                                            Amount             (Note 2)
                                    --------------------- -----------------
<S>                                       <C>             <C>
CAPITAL GOODS (0.2%)
Pollution Control (0.1%)
Waste Management Inc.
   6.875%, 5/15/09 ................       $   75,000      $  83,834
                                                          ---------
Miscellaneous (0.1%)
General Electric Co.:
   1.22%, 10/24/05 ................           65,000         65,023
   5.0%, 2/01/13 ..................           65,000         65,737
                                                          ---------
                                                            130,760
                                                          ---------
                                                            214,594
                                                          ---------
COMMERCIAL MORTGAGE BACKED
    SECURITIES (2.3%)
First Union-Lehman Brothers-Bank
   of America,
   Series 1998-C2, Class A4
   6.56%, 11/18/35 ................          285,000        317,903
Greenwich Capital Commercial
    Funding Corp.
   4.533%, 7/05/10 ................          130,000        130,479
GS Mortgage Securities Corp. II
   Series 2003-C1, Class A2A
   3.59%, 1/10/40 .................          160,000        160,567
LB-UBS Commercial Mortgage Trust:
   3.478%, 7/15/27 ................          285,000        282,513
   6.653%, 11/15/27 ...............          235,000        265,655
Merrill Lynch Mortgage Trust
   Series 2003-Key1, Class A4
   5.236%, 11/12/35 ...............          210,000        215,477
Morgan Stanley Capital I
   Series 2003-T11, Class A4
   5.15%, 6/13/41 .................          350,000        358,662
Nomura Asset Securities Corp.
   Series 1998-D6, Class A1B
   6.59%, 3/15/30 .................          280,000        313,334
                                                          ---------
                                                          2,044,590
                                                          ---------
CONSUMER MANUFACTURING (0.3%)
Auto & Related (0.3%)
DaimlerChrysler NA Holding Corp.
   4.75%, 1/15/08 .................           90,000         92,082
Ford Motor Co.
   7.45%, 7/16/31 .................           30,000         30,316
General Motors Corp.
   8.375%, 7/15/33 ................          120,000        139,298
                                                          ---------
                                                            261,696
                                                          ---------
Building & Related (0.0%)
Lennar Corp.
   5.95%, 3/01/13 .................           20,000         20,927
                                                          ---------
                                                            282,623
                                                          ---------


</TABLE>
<TABLE>
<CAPTION>
                                          Principal             Value
                                            Amount             (Note 2)
                                    --------------------- -----------------
<S>                                       <C>             <C>
CONSUMER SERVICES (1.5%)
Airlines (0.1%)
Continental Airlines Inc.
   7.875%, 7/02/18 ................       $   45,000      $  45,264
                                                          ---------
Broadcasting & Cable (1.0%)
AOL Time Warner, Inc.
   7.7%, 5/01/32 ..................           95,000        110,875
Clear Channel Communications, Inc.:
   4.625%, 1/15/08 ................           70,000         72,202
   4.25%, 5/15/09 .................           55,000         55,141
Comcast Cable Communications, Inc.
   6.2%, 11/15/08 .................          130,000        142,657
Comcast Corp.
   7.05%, 3/15/33 .................           35,000         38,074
Cox Communications, Inc.
   7.125%, 10/01/12 ...............           50,000         57,671
Lenfest Communications, Inc.
   8.375%, 11/01/05 ...............           75,000         82,657
Liberty Media Corp.
   5.7%, 5/15/13 ..................           95,000         96,070
Time Warner Entertainment Co.:
   8.375%, 3/15/23 ................          165,000        204,454
   8.375%, 7/15/33 ................           30,000         38,094
                                                          ---------
                                                            897,895
                                                          ---------
Cellular Communications (0.3%)
AT&T Wireless Services, Inc.
   8.75%, 3/01/31 .................           45,000         55,522
Telus Corporation
   7.5%, 6/01/07 ..................           90,000        100,723
Verizon Wireless Capital LLC
   5.375%, 12/15/06 ...............           85,000         90,704
Vodafone Group PLC
   7.875%, 2/15/30 ................           40,000         49,138
                                                          ---------
                                                            296,087
                                                          ---------
Printing & Publishing (0.1%)
News America, Inc.
   6.55%, 3/15/33 .................           90,000         93,494
                                                          ---------
                                                          1,332,740
                                                          ---------
CONSUMER STAPLES (0.4%)
Beverages (0.1%)
Diago Finance BV
   3.0%, 12/15/06 .................           60,000         60,314
                                                          ---------
Food (0.2%)
Kellogg Co.
   2.875%, 6/01/08 ................           55,000         53,106
Kraft Foods, Inc.
   5.25%, 10/01/13 ................           80,000         80,721
                                                          ---------
                                                            133,827
                                                          ---------
</TABLE>

                                     SAI-40


<PAGE>

- --------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
(The Alliance Balanced Fund)
of The Equitable Life Assurance Society of the United States


Portfolio of Investments -- December 31, 2003 (Continued)




<TABLE>
<CAPTION>
                                        Principal             Value
                                          Amount             (Note 2)
                                  --------------------- -----------------
<S>                                     <C>             <C>
Retail-Food & Drug (0.1%)
Safeway, Inc.
   7.25%, 2/01/31 ...............       $   50,000      $54,881
                                                        -------
Miscellaneous (0.0%)
Fortune Brands, Inc.
   2.875%, 12/01/06 .............           40,000       40,248
                                                        -------
                                                        289,270
                                                        -------
ENERGY (0.7%)
Domestic Integrated (0.1%)
Amerada Hess Corp.
   7.875%, 10/01/29 .............           75,000       82,288
                                                        -------
Oil Service (0.5%)
Conoco Funding Co.:
   5.45%, 10/15/06 ..............           85,000       91,196
   6.95%, 4/15/29 ...............          115,000      130,414
Devon Financing Corp.
   7.875%, 09/30/31 .............          100,000      119,460
Petronas Capital Ltd.
   7.0%, 5/22/12 ................          100,000      113,912
                                                        -------
                                                        454,982
                                                        -------
Miscellaneous (0.1%)
Valero Energy Corp.
   7.5%, 04/15/32 ...............           50,000       55,724
                                                        -------
                                                        592,994
                                                        -------
FINANCE (5.7%)
Banking-Money Center (0.6%)
Barclays Bank PLC
   8.55%, 12/31/49 ..............           75,000       92,144
Capital One Bank
   6.5%, 6/13/13 ................           50,000       52,421
Citicorp.
   6.375%, 11/15/08 .............          135,000      149,319
JP Morgan Chase & Co.
   6.75%, 2/01/11 ...............          115,000      129,673
RBS Capital Trust
   4.5%, 12/31/49 ...............          160,000      152,985
                                                        -------
                                                        576,542
                                                        -------
Banking-Regional (0.8%)
Bank of America Corp.
   6.25%, 4/15/12 ...............          105,000      115,750
CBA Capital Trust
   5.805%, 12/31/49 .............           90,000       92,777
M&T Bank Corp.
   3.85%, 4/01/13 ...............           40,000       39,728
National City Corp.
   3.2%, 4/01/08 ................           45,000       44,436
Unicredito Italiano Capital Trust
   9.2%, 10/29/49 ...............          110,000      138,187
US Bank NA :
   2.85%, 11/15/06 ..............          100,000      100,484
   6.375%, 8/01/11 ..............          135,000      150,520
                                                        -------
                                                        681,882
                                                        -------


</TABLE>
<TABLE>
<CAPTION>
                                        Principal             Value
                                          Amount             (Note 2)
                                  --------------------- -----------------
<S>                                     <C>             <C>
Brokerage & Money
    Management (0.6%)
Bear Stearns & Co., Inc.
   4.0%, 1/31/08 ................       $   50,000      $50,927
Credit Suisse FB USA, Inc.
   5.5%, 8/15/13 ................           60,000       61,831
Goldman Sachs Group, Inc. :
   4.75%, 7/15/13 ...............           55,000       53,601
   6.125%, 2/15/33 ..............           85,000       85,599
Lehman Brothers Holdings, Inc.:
   4.0%, 1/22/08 ................          155,000      158,091
   6.625%, 1/18/12 ..............           55,000       62,068
Morgan Stanley DeanWitter & Co.
   7.25%, 4/01/32 ...............           55,000       64,461
                                                        -------
                                                        536,578
                                                        -------
Insurance (0.5%)
Humana, Inc.
   6.3%, 8/01/18 ................           60,000       63,163
ING Capital Funding Trust III
   8.439%, 12/31/49 .............           75,000       90,789
Metlife, Inc. :
   5.0%, 11/24/13 ...............           55,000       54,612
   6.5%, 12/15/32 ...............           45,000       47,717
New York Life Insurance Co.
   5.875%, 05/15/33 .............           70,000       69,572
Oil Insurance Ltd.
   5.15%, 8/15/33 ...............           75,000       75,531
                                                        -------
                                                        401,384
                                                        -------
Miscellaneous (2.7%)
American General Finance Corp.:
   3.0%, 11/15/06 ...............           70,000       70,448
   4.5%, 11/15/07 ...............           55,000       57,383
Capital One Financial Corp.
   6.25%, 11/15/13 ..............           25,000       25,630
CIT Group, Inc. :
   4.125%, 2/21/06 ..............          120,000      124,177
   5.5%, 11/30/07 ...............           40,000       42,827
Citigroup, Inc.
   7.25%, 10/01/10 ..............          220,000      256,423
Ford Motor Credit Co.:
   7.0%, 10/01/13 ...............          130,000      137,108
   7.375%, 10/28/09 .............           10,000       10,982
   7.375%, 2/01/11 ..............          210,000      228,887
General Electric Capital Corp.:
   5.45%, 1/15/13 ...............           85,000       88,428
   6.75%, 3/15/32 ...............          215,000      238,030
General Motors Acceptance Corp.:
   6.875%, 9/15/11 ..............          180,000      193,882
   8.0%, 11/01/31 ...............           35,000       39,304
</TABLE>

                                     SAI-41


<PAGE>

- --------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
(The Alliance Balanced Fund)
of The Equitable Life Assurance Society of the United States


Portfolio of Investments -- December 31, 2003 (Continued)




<TABLE>
<CAPTION>
                                           Principal             Value
                                             Amount             (Note 2)
                                     --------------------- -----------------
<S>                                        <C>             <C>
Great Western Financial Corp.
   8.206%, 2/01/27 .................       $  160,000      $ 182,680
Household Finance Corp.:
   6.5%, 11/15/08 ..................          115,000        128,196
   7.0%, 5/15/12 ...................           45,000         51,317
HSBC Capital Funding
   10.176%, 12/29/49 ...............           55,000         80,555
John Deere Capital Corp.
   4.5%, 8/22/07 ...................           55,000         57,549
Mangrove Bay Trust
   6.102%, 7/15/33 .................          100,000         96,700
MBNA Corp.
   4.625%, 9/15/08 .................           70,000         71,843
National Rural Utilities Cooperative
   7.25%, 3/01/12 ..................           30,000         34,956
Washington Mutual Finance Corp.
   6.875%, 5/15/11 .................          150,000        172,212
                                                           ---------
                                                           2,389,517
                                                           ---------
Mortgage Banking (0.3%)
Countrywide Financial Corp.
   4.25%, 12/19/07 .................           85,000         87,664
Countrywide Loans
   1.6418%, 12/19/33 ...............           93,950         93,245
Greenpoint Financial Corp.
   3.2%, 6/06/08 ...................           85,000         82,161
                                                           ---------
                                                             263,070
                                                           ---------
Real Estate (0.2%)
ERP Operating LP
   5.2%, 4/01/13 ...................           40,000         40,251
EOP Operating LP
   5.875%, 1/15/13 .................           55,000         57,417
Vornado Realty Trust :
   4.75%, 12/01/10 .................           60,000         60,006
   5.625%, 6/15/07 .................           50,000         53,382
                                                           ---------
                                                             211,056
                                                           ---------
                                                           5,060,029
                                                           ---------
HEALTH CARE (0.5%)
Drugs (0.2%)
Bristol Myers Squibb Co.
   4.75%, 10/01/06 .................           45,000         47,585
Schering-Plough Corp.
   6.5%, 12/01/33 ..................           90,000         93,621
Wyeth
   6.5%, 2/01/34 ...................           45,000         46,014
                                                           ---------
                                                             187,220
                                                           ---------
Medical Services (0.3%)
Anthem, Inc.
   6.8%, 8/01/12 ...................           50,000         56,474
HCA, Inc. :
   6.75%, 7/15/2013 ................           40,000         42,420
   7.125%, 6/01/2006 ...............           65,000         70,423


</TABLE>
<TABLE>
<CAPTION>
                                           Principal             Value
                                             Amount             (Note 2)
                                     --------------------- -----------------
<S>                                        <C>             <C>
Health Net, Inc.
   8.375%, 4/15/11 .................       $   40,000      $  48,063
UnitedHealth Group, Inc.
   3.3%, 1/30/08 ...................           60,000         59,724
                                                           ---------
                                                             277,104
                                                           ---------
                                                             464,324
                                                           ---------
SOVEREIGN DEBT OBLIGATIONS (1.0%)
Sovereign Debt Securities (1.0%)
Korea Development Bank
   5.75%, 9/10/13 ..................           30,000         31,496
Province of Quebec
   7.5%, 9/15/29 ...................           25,000         31,139
Republic of Italy
   2.5%, 3/31/06 ...................          320,000        320,887
United Mexican States :
   4.625%, 10/08/08 ................          265,000        268,312
   7.5%, 1/14/12 ...................          170,000        191,760
                                                           ---------
                                                             843,594
                                                           ---------
TECHNOLOGY (0.5%)
Communication Services (0.4%)
AT&T Broadband Corp.
   9.455%, 11/15/22 ................           60,000         81,268
British Telecom PLC
   8.875%, 12/15/30 ................           75,000         98,070
Citizens Communications Co.
   9.0%, 8/15/31 ...................           15,000         17,502
Koninklijke KPN NV
   8.0%, 10/01/10 ..................           50,000         59,813
Verizon Global Funding Corp.
   7.375%, 9/01/12 .................          120,000        139,050
                                                           ---------
                                                             395,703
                                                           ---------
Computer Hardware/Storage (0.1%)
Hewlett-Packard Co.
   7.15%, 6/15/05 ..................           50,000         53,756
                                                           ---------
                                                             449,459
                                                           ---------
TRANSPORTATION (0.1%)
Railroad (0.1%)
CSX Corp.
   7.95%, 5/01/27 ..................           95,000        115,210
                                                           ---------
U. S. GOVERNMENT & AGENCY
    OBLIGATIONS (19.2%)
Federal Agencies (3.6%)
Federal Home Loan
   Mortgage Corp.:
   2.125%, 11/15/05 ................          870,000        873,834
   2.875%, 12/15/06 ................          335,000        337,402
   4.75%, 10/11/12 .................          350,000        344,576
   5.125%, 11/07/13 ................          390,000        388,493
                                                           ---------
                                                           1,944,305
                                                           ---------
</TABLE>

                                     SAI-42


<PAGE>

- --------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)

(The Alliance Balanced Fund)
of The Equitable Life Assurance Society of the United States


Portfolio of Investments -- December 31, 2003 (Continued)




<TABLE>
<CAPTION>
                                     Principal             Value
                                       Amount             (Note 2)
                               --------------------- -----------------
<S>                                  <C>             <C>
Federal National
   Mortgage Association:
   2.5%, 6/15/08 .............       $  100,000      $   96,630
   3.875%, 11/17/08 ..........          240,000         240,408
   4.0%, 12/15/08 ............          425,000         423,958
   4.375%, 3/15/13 ...........          200,000         196,425
   5.0%, 4/25/14 .............          270,000         278,798
                                                     ----------
                                                      1,236,219
                                                     ----------
Federal Agencies-Pass
    Thru's (13.6%)
Government National
   Mortgage Association:
   5.5%, 1/15/34 .............          830,000         843,746
   6.0%, 1/15/34 .............          310,000         322,109
                                                     ----------
                                                      1,165,855
                                                     ----------
Federal Home Loan
   Mortgage Corp.:
   5.5% 1/15/34 ..............        2,605,000       2,635,934
   6.0% 1/15/34 ..............          735,000         759,346
                                                     ----------
                                                      3,395,280
                                                     ----------
Federal National
   Mortgage Association:
   4.0%, 9/01/18 .............          607,160         592,426
   5.5%, 2/01/18 .............          425,550         441,454
   5.0%, 1/25/19 .............          480,000         489,450
   5.5%, 1/25/19 .............          615,000         637,102
   6.5%, 7/01/29 .............            4,027           4,214
   7.5%, 11/01/31 ............          260,574         278,464
   5.5%, 12/01/33 ............          743,303         753,360
   6.0%, 10/01/33 ............          439,423         454,431
   4.5%, 2/25/34 .............          350,000         333,813
   6.0% 1/25/34 ..............          720,000         744,075
   6.5%, 1/25/34 .............        2,715,000       2,838,871
                                                     ----------
                                                      7,567,660
                                                     ----------
U. S. Treasury (2.0%)
U.S.Treasury Bonds:
   8.75%, 5/15/17 ............          380,000         532,534
   7.875%, 2/15/21 ...........          320,000         425,763
   6.625%, 2/15/27 ...........           65,000          77,637
   5.375%, 2/15/31 ...........           80,000          83,428
U.S.Treasury Note
   2.0%, 5/15/06 .............          675,000         675,131
                                                     ----------
                                                      1,794,493
                                                     ----------
                                                     17,103,812
                                                     ----------
UTILITIES (1.4%)
Electric & Gas Utility (0.6%)
Carolina Power & Light Co.
   6.5%, 7/15/12 .............           50,000          55,339
Cincinnati Gas & Electric Co.
   5.7%, 9/15/12 .............           30,000          31,562


</TABLE>
<TABLE>
<CAPTION>
                                     Principal             Value
                                       Amount             (Note 2)
                               --------------------- -----------------
<S>                                  <C>             <C>
Columbus Southern Power Co.
   5.5%, 3/01/13 .............       $   15,000      $   15,533
Dominion Resources, Inc.
   5.0%, 3/15/13 .............           55,000          54,744
Duke Energy Corp.
   3.75%, 3/05/08 ............           70,000          70,548
First Energy Corp.
   7.375%, 11/15/31 ..........           85,000          86,953
KeySpan Corp.
   7.25%, 11/15/05 ...........          100,000         108,968
Public Service Co. of Colorado
   7.875%, 10/01/12 ..........           40,000          48,548
Xcel Energy, Inc.
   7.0%, 12/01/10 ............           50,000          56,698
                                                     ----------
                                                        528,893
                                                     ----------
Gas Utility (0.1%)
Noram Energy Corp.
   6.5%, 2/01/08 .............           65,000          69,633
                                                     ----------
Telephone Utility (0.6%)
AT&T Corp.
   8.05%, 11/15/11 ...........           35,000          40,284
Deutsche Telekom
   International Finance BV
   8.75%, 6/15/30 ............           90,000         114,969
France Telecom SA
   9.75%, 3/01/31 ............           25,000          33,217
Sprint Capital Corp.:
   7.625%, 1/30/11 ...........          135,000         151,327
   8.75%, 3/15/32 ............           30,000          35,442
Telecom Italia Capital
   6.375%, 11/15/33 ..........           65,000          65,366
Telefonos de Mexico SA de CV:
   4.5%, 11/19/08 ............           55,000          55,084
   8.25%, 1/26/06 ............           60,000          66,155
                                                     ----------
                                                        561,844
                                                     ----------
Miscellaneous (0.1%)
MidAmerican Energy Holdings
   5.875%, 10/01/12 ..........           35,000          36,699
Nisource Finance Corp.
   7.875%, 11/15/10 ..........           45,000          53,523
                                                     ----------
                                                         90,222
                                                     ----------
                                                      1,250,592
                                                     ----------
TOTAL LONG-TERM DEBT
    SECURITIES (36.0%)
   (Amortized Cost $31,477,578)                      32,016,940
                                                     ----------
</TABLE>

                                     SAI-43


<PAGE>

- --------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)

(The Alliance Balanced Fund)
of The Equitable Life Assurance Society of the United States


Portfolio of Investments -- December 31, 2003 (Concluded)


<TABLE>
<CAPTION>
                                    Principal        Value
                                     Amount        (Note 2)
                                 -------------- --------------
<S>                              <C>            <C>
SHORT-TERM DEBT SECURITIES:
U. S. GOVERNMENT AGENCY (13.1%)
Federal Home Loan Bank
   0.60%, 1/02/04 .............. $11,600,000    $11,599,613
                                                -----------
TOTAL SHORT-TERM DEBT
    SECURITIES (13.1%)
   (Amortized Cost $11,599,613).                 11,599,613
                                                -----------
TOTAL INVESTMENTS (110.1%)
   (Cost/Amortized Cost
     $91,238,138)...............                 97,890,844
OTHER ASSETS LESS
    LIABILITIES (-10.1%) .......                 (8,968,909)
                                                -----------
NET ASSETS (100.0%) ............                $88,921,935
                                                ===========
</TABLE>


<TABLE>
<CAPTION>
Distribution of Investments by Global Region
<S>                                <C>
                                   % of
                                     Investment
United States ** .................  86.4%
United Kingdom ...................   3.4
Japan ............................   3.2
France ...........................   2.1
Italy ............................   1.1
Germany ..........................   1.0
Switzerland ......................   1.0
Mexico ...........................   0.7
Southeast Asia ...................   0.3
Canada ...........................   0.1
Scandinavia ......................   0.1
Other European Countries .........   0.6
                                   -----
                                   100.0%
                                   =====
</TABLE>

- -------------------------
*    Non-income producing security.

**    Includes short-term investments.

The accompanying notes are an integral part of these financial statements.


                                     SAI-44


<PAGE>

Separate Account No. 66
of The Equitable Life Assurance Society of the United States


     Statements of Assets and Liabilities
     December 31, 2003
     ------------------------------------




<TABLE>
<CAPTION>
                                                          EQ/Alliance
                                                         Intermediate                     EQ/Bernstein    EQ/Calvert
                                                          Government      EQ/Alliance      Diversified     Socially
                                                          Securities     International        Value       Responsible
                                                       ---------------- --------------- ---------------- ------------
<S>                                                      <C>            <C>               <C>             <C>
Assets:
Investments in shares of The Trust - at fair
 value ...............................................   $ 12,920,044   $16,376,897       $ 15,890,615    $ 737,021
Receivable for Trust shares sold .....................          7,716        77,485              1,571           --
Receivable for policy-related transactions ...........             --           --                  --        1,701
- --------------------------------------------------------------------------------------------------------------------
   Total assets ......................................     12,927,760    16,454,382         15,892,186      738,722
- --------------------------------------------------------------------------------------------------------------------
Liabilities:
Payable for Trust shares purchased ...................             --            --                 --        1,774
Payable for policy-related transactions ..............          7,716        82,206              1,571           --
- -------------------------------------------------------------------------------------------------------------------
   Total liabilities .................................          7,716        82,206              1,571        1,774
- -------------------------------------------------------------------------------------------------------------------
Net assets ...........................................   $ 12,920,044   $16,372,176       $ 15,890,615    $ 736,948
===================================================================================================================
Accumulation Units ...................................     12,920,044    16,372,176         15,889,115      735,448
Retained by Equitable Life in Separate Account
 No. 66 ..............................................             --            --              1,500        1,500
- ------------------------------------------------------------------------------------------------------------------
Total net assets .....................................   $ 12,920,044   $16,372,176       $ 15,890,615    $ 736,948
===================================================================================================================
Investments in shares of The Trust - at cost .........   $ 13,012,385   $12,844,360       $ 14,635,949    $ 668,100
Trust shares held
 Class A .............................................        228,495     1,701,694                 --           --
 Class B .............................................      1,050,227            --          1,245,507       97,966
Units outstanding (000's):
 MRP .................................................            226           795                487           99
 RIA .................................................             60            40                 97           --
Unit value:
 MRP .................................................   $      10.16   $     14.48       $      10.89    $    7.41
 RIA .................................................   $     176.49   $    122.39       $     109.39    $   83.07
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                     SAI-45


<PAGE>

Separate Account No. 66
of The Equitable Life Assurance Society of the United States


     Statements of Assets and Liabilities (Continued)
     December 31, 2003
     ------------------------------------------------




<TABLE>
<CAPTION>
                                                          EQ/Capital      EQ/Capital      EQ/Capital
                                                           Guardian        Guardian        Guardian        EQ/Equity
                                                        International      Research       US Equity        500 Index
                                                       --------------- --------------- --------------- ----------------
<S>                                                       <C>            <C>             <C>             <C>
Assets:
Investments in shares of The Trust - at fair
 value ...............................................    $ 635,114      $ 5,789,323     $ 1,151,427     $ 17,797,208
Receivable for Trust shares sold .....................           --               --               3           21,812
Receivable for policy-related transactions ...........           78              217              --               --
- ---------------------------------------------------------------------------------------------------------------------
   Total assets ......................................      635,192        5,789,540       1,151,430       17,819,020
- ---------------------------------------------------------------------------------------------------------------------
Liabilities:
Payable for Trust shares purchased ...................           78              217              --               --
Payable for policy-related transactions ..............           --               --               3           21,812
- ---------------------------------------------------------------------------------------------------------------------
   Total liabilities .................................           78              217               3           21,812
- ---------------------------------------------------------------------------------------------------------------------
Net assets ...........................................    $ 635,114      $ 5,789,323     $ 1,151,427     $ 17,797,208
=====================================================================================================================
Accumulation Units ...................................      633,614        5,787,823       1,149,927       17,795,708
Retained by Equitable Life in Separate Account
 No. 66 ..............................................        1,500            1,500           1,500            1,500
- ---------------------------------------------------------------------------------------------------------------------
Total net assets .....................................    $ 635,114      $ 5,789,323     $ 1,151,427     $ 17,797,208
=====================================================================================================================
Investments in shares of The Trust - at cost .........    $ 543,328      $ 4,766,356     $   975,469     $ 18,272,339
Trust shares held
 Class A .............................................           --               --              --          327,054
 Class B .............................................       65,862          537,929         108,916          507,811
Units outstanding (000's):
 MRP .................................................           55              364              64            1,477
 RIA .................................................            2                6               3               25
Unit value:
 MRP .................................................    $    8.82      $     14.10     $     12.24     $       7.32
 RIA .................................................    $   92.75      $    108.30     $    106.85     $     274.41
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                     SAI-46

<PAGE>

Separate Account No. 66
of The Equitable Life Assurance Society of the United States


     Statements of Assets and Liabilities (Concluded)
     December 31, 2003
     ------------------------------------------------




<TABLE>
<CAPTION>
                                                            EQ/FI            EQ/MFS           EQ/Small
                                                          Small/Mid         Emerging          Company
                                                          Cap Value     Growth Companies       Index       EQ/Technology
                                                       --------------- ------------------ --------------- --------------
<S>                                                      <C>             <C>                <C>            <C>
Assets:
Investments in shares of The Trust - at fair
 value ...............................................   $ 5,666,530      $ 2,736,472       $ 1,757,842    $ 1,237,724
Receivable for Trust shares sold .....................            --               --                --             --
Receivable for policy-related transactions ...........        53,292            4,630            29,549         18,912
- ----------------------------------------------------------------------------------------------------------------------
   Total assets ......................................     5,719,822        2,741,102         1,787,391      1,256,636
- ----------------------------------------------------------------------------------------------------------------------
Liabilities:
Payable for Trust shares purchased ...................        55,102            5,291            29,541         18,912
Payable for policy-related transactions ..............            --               --                --             --
- ----------------------------------------------------------------------------------------------------------------------
   Total liabilities .................................        55,102            5,291            29,541         18,912
- ----------------------------------------------------------------------------------------------------------------------
Net assets ...........................................   $ 5,664,720      $ 2,735,811       $ 1,757,850    $ 1,237,724
======================================================================================================================
Accumulation Units ...................................     5,663,221        2,734,312         1,756,350      1,236,224
Retained by Equitable Life in Separate Account
 No. 66 ..............................................         1,499            1,499             1,500          1,500
- ----------------------------------------------------------------------------------------------------------------------
Total net assets .....................................   $ 5,664,720      $ 2,735,811       $ 1,757,850    $ 1,237,724
======================================================================================================================
Investments in shares of The Trust - at cost .........   $ 4,823,925      $ 2,725,369       $ 1,501,390    $ 1,087,357
Trust shares held
 Class A .............................................            --               --                --             --
 Class B .............................................       433,335          235,157           167,960        288,805
Units outstanding (000's):
 MRP .................................................           431              295                --            128
 RIA .................................................             7               15               157              7
Unit value:
 MRP .................................................   $     11.08      $      4.29                --    $      6.74
 RIA .................................................   $    132.94      $     97.26       $     11.18    $     50.87
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                     SAI-47


<PAGE>

Separate Account No. 66
of The Equitable Life Assurance Society of the United States


     Statements of Operations
     For the Year Ended December 31, 2003
     ------------------------------------



<TABLE>
<CAPTION>
                                                         EQ/Alliance
                                                        Intermediate                   EQ/Bernstein   EQ/Calvert
                                                         Government     EQ/Alliance     Diversified    Socially
                                                         Securities    International       Value      Responsible
                                                       -------------- --------------- -------------- ------------
<S>                                                      <C>            <C>             <C>           <C>
Income and Expense:
 Investment Income:
   Dividends from The Trusts .........................   $  519,071     $  276,989      $  181,416    $      --
- ---------------------------------------------------------------------------------------------------------------
 Expenses:
   Asset-based charges ...............................      (31,020)      (122,180)        (57,472)      (6,702)
- ---------------------------------------------------------------------------------------------------------------
Net Investment Income (Loss) .........................      488,051        154,809         123,944       (6,702)
- ---------------------------------------------------------------------------------------------------------------
Realized and Unrealized Gain (Loss) on
 Investments:
   Realized gain (loss) on investments ...............       94,964         40,176         (81,136)     (16,466)
   Realized gain distribution from The Trust .........        4,635             --              --           --
- ---------------------------------------------------------------------------------------------------------------
 Net realized gain (loss) ............................       99,599         40,176         (81,136)     (16,466)
- ---------------------------------------------------------------------------------------------------------------
 Change in unrealized appreciation/(depreciation)
   of investments ....................................     (322,804)     4,035,343       3,265,390      151,795
- ---------------------------------------------------------------------------------------------------------------
Net Realized and Unrealized Gain (Loss) on
 Investments .........................................     (223,205)     4,075,519       3,184,254      135,329
- ---------------------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Net Asset Results
 from Operations .....................................   $  264,846     $4,230,328      $3,308,198    $ 128,627
===============================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                     SAI-48


<PAGE>

Separate Account No. 66
of The Equitable Life Assurance Society of the United States


     Statements of Operations (Continued)
     For the Year Ended December 31, 2003
     ------------------------------------



<TABLE>
<CAPTION>
                                                          EQ/Capital     EQ/Capital    EQ/Capital
                                                           Guardian       Guardian      Guardian   EQ/Equity 500
                                                        International     Research     US Equity       Index
                                                       --------------- -------------- ----------- --------------
<S>                                                       <C>            <C>           <C>        <C>
Income and Expense:
 Investment Income:
   Dividends from The Trusts .........................    $  5,728       $   21,491    $  2,636   $  217,622
- ------------------------------------------------------------------------------------------------------------
 Expenses:
   Asset-based charges ...............................      (3,624)         (56,296)     (5,119)    (115,515)
- ------------------------------------------------------------------------------------------------------------
Net Investment Income (Loss) .........................       2,104          (34,805)     (2,483)     102,107
- ------------------------------------------------------------------------------------------------------------
Realized and Unrealized Gain (Loss) on
 Investments:
   Realized gain (loss) on investments ...............       4,518           24,033      12,303   (2,212,969)
   Realized gain distribution from The Trust .........          --               --          --           --
- ------------------------------------------------------------------------------------------------------------
 Net realized gain (loss) ............................       4,518           24,033      12,303   (2,212,969)
- ------------------------------------------------------------------------------------------------------------
 Change in unrealized appreciation/(depreciation)
   of investments ....................................     118,377        1,319,057     210,076    6,196,751
- ------------------------------------------------------------------------------------------------------------
Net Realized and Unrealized Gain (Loss) on
 Investments .........................................     122,895        1,343,090     222,379    3,983,782
- ------------------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Net Asset Results
 from Operations .....................................    $124,999       $1,308,285    $219,896   $4,085,889
============================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                     SAI-49


<PAGE>

Separate Account No. 66
of The Equitable Life Assurance Society of the United States


     Statements of Operations (Concluded)
     For the Year Ended December 31, 2003
     ------------------------------------



<TABLE>
<CAPTION>
                                                                          EQ/MFS
                                                           EQ/FI         Emerging      EQ/Small
                                                         Small/Mid        Growth        Company
                                                         Cap Value      Companies        Index     EQ/Technology
                                                       ------------- --------------- ------------ --------------
<S>                                                     <C>           <C>             <C>           <C>
Income and Expense:
 Investment Income:
   Dividends from The Trusts .........................  $   18,059    $         --    $   3,732     $      --
- -------------------------------------------------------------------------------------------------------------
 Expenses:
   Asset-based charges ...............................     (50,055)        (13,047)     (11,795)       (7,198)
- -------------------------------------------------------------------------------------------------------------
Net Investment Income (Loss) .........................     (31,996)        (13,047)      (8,063)       (7,198)
- -------------------------------------------------------------------------------------------------------------
Realized and Unrealized Gain (Loss) on
 Investments:
   Realized gain (loss) on investments ...............     (78,375)     (1,277,685)          74       (50,939)
   Realized gain distribution from The Trust .........          --              --           --            --
- -------------------------------------------------------------------------------------------------------------
 Net realized gain (loss) ............................     (78,375)     (1,277,685)          74       (50,939)
- -------------------------------------------------------------------------------------------------------------
 Change in unrealized appreciation/(depreciation)
   of investments ....................................   1,471,997       1,945,429      376,107       358,137
- -------------------------------------------------------------------------------------------------------------
Net Realized and Unrealized Gain (Loss) on
 Investments .........................................   1,393,622         667,744      376,181       307,198
- -------------------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Net Asset Results
 from Operations .....................................  $1,361,626    $    654,697    $ 368,118     $ 300,000
=============================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                     SAI-50


<PAGE>

Separate Account No. 66
of The Equitable Life Assurance Society of the United States


     Statements of Changes in Net Assets
     For the Years Ended December 31,
     -----------------------------------




<TABLE>
<CAPTION>
                                                               EQ/Alliance
                                                              Intermediate
                                                               Government
                                                             Securities (b)
                                                     -------------------------------
                                                           2003            2002
                                                     --------------- ---------------
<S>                                                  <C>              <C>
Increase (Decrease) in Net Assets
>From Operations:
 Net investment income (loss) ...................... $   488,051      $   400,417
 Net realized gain (loss) on investments ...........      99,599           18,349
 Change in unrealized appreciation
   (depreciation) of investments ...................    (322,804)         232,150
- ---------------------------------------------------------------------------------
Net increase (decrease) in net assets from
 operations ........................................     264,846          650,916
- ---------------------------------------------------------------------------------
Contractowners Transactions:
 Contributions and Transfers:
   Payments received from contractowners ...........   3,498,444        1,616,213
   Transfers between funds and guaranteed
    interest account, net ..........................     (33,762)       7,113,755
   Transfers for contract benefits and
    terminations ...................................  (1,252,208)        (139,800)
   Contract maintenance charges ....................     (46,498)         (28,932)
- ---------------------------------------------------------------------------------
Net increase (decrease) in net assets from
 contractowners transactions .......................   2,165,976        8,561,236
- ---------------------------------------------------------------------------------
Net increase (decrease) in amount retained by
 Equitable Life in Separate Account No. 66 .........          --               --
- ---------------------------------------------------------------------------------
Increase (Decrease) in Net Assets ..................   2,430,822        9,212,152
Net Assets--Beginning of Period ....................  10,489,222        1,277,070
- ---------------------------------------------------------------------------------
Net Assets--End of Period .......................... $12,920,044      $10,489,222
=================================================================================



<CAPTION>
                                                                                             EQ/Bernstein
                                                              EQ/Alliance                     Diversified
                                                           International (a)                     Value
                                                     ------------------------------ -------------------------------
                                                           2003           2002            2003            2002
                                                     --------------- -------------- --------------- ---------------
<S>                                                  <C>              <C>            <C>            <C>
Increase (Decrease) in Net Assets
>From Operations:
 Net investment income (loss) ...................... $   154,809      $   (13,689)   $   123,944    $    96,755
 Net realized gain (loss) on investments ...........      40,176         (564,669)       (81,136)      (112,129)
 Change in unrealized appreciation
   (depreciation) of investments ...................   4,035,343           84,140      3,265,390     (1,873,293)
- ---------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from
 operations ........................................   4,230,328         (494,218)     3,308,198     (1,888,667)
- ---------------------------------------------------------------------------------------------------------------
Contractowners Transactions:
 Contributions and Transfers:
   Payments received from contractowners ...........   2,251,680          224,342      2,320,276      2,284,286
   Transfers between funds and guaranteed
    interest account, net ..........................    (312,928)      12,933,951       (436,862)     7,458,557
   Transfers for contract benefits and
    terminations ...................................  (2,726,270)        (900,142)      (541,503)      (613,650)
   Contract maintenance charges ....................     (41,441)         (13,919)       (27,406)       (19,193)
- ---------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from
 contractowners transactions .......................    (828,959)      12,244,232      1,314,505      9,110,000
- ---------------------------------------------------------------------------------------------------------------
Net increase (decrease) in amount retained by
 Equitable Life in Separate Account No. 66 .........          --               --             --             --
- ---------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Net Assets ..................   3,401,369       11,750,014      4,622,703      7,221,333
Net Assets--Beginning of Period ....................  12,970,807        1,220,793     11,267,912      4,046,579
- ---------------------------------------------------------------------------------------------------------------
Net Assets--End of Period .......................... $16,372,176      $12,970,807    $15,890,615    $11,267,912
===============================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                     SAI-51


<PAGE>

Separate Account No. 66
of The Equitable Life Assurance Society of the United States


     Statements of Changes in Net Assets (Continued)
     For the Years Ended December 31,
     -----------------------------------------------




<TABLE>
<CAPTION>
                                                             EQ/Calvert                EQ/Capital
                                                              Socially                  Guardian
                                                            Responsible              International
                                                     -------------------------- ------------------------
                                                         2003          2002         2003         2002
                                                     ------------ ------------- ------------ -----------
<S>                                                   <C>          <C>           <C>         <C>
Increase (Decrease) in Net Assets
>From Operations:
 Net investment income (loss) ......................  $  (6,702)   $    (4,975)  $   2,104   $  1,760
 Net realized gain (loss) on investments ...........    (16,466)       (63,098)      4,518     (9,027)
 Change in unrealized appreciation
   (depreciation) of investments ...................    151,795        (37,104)    118,377    (23,443)
- -----------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from
 operations ........................................    128,627       (105,177)    124,999    (30,710)
- -----------------------------------------------------------------------------------------------------
Contractowners Transactions:
 Contributions and Transfers:
   Payments received from contractowners ...........    318,600        311,342     307,020    196,427
   Transfers between funds and guaranteed
    interest account, net ..........................    (29,956)      (123,827)     14,514        499
   Transfers for contract benefits and
    terminations ...................................    (14,180)       (42,563)    (34,239)   (12,582)
   Contract maintenance charges ....................         --            (21)       (936)      (647)
- -----------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from
 contractowners transactions .......................    274,464        144,931     286,359    183,697
- -----------------------------------------------------------------------------------------------------
Net increase (decrease) in amount retained by
 Equitable Life in Separate Account No. 66 .........         --                         --         --
- -----------------------------------------------------------------------------------------------------
Increase (Decrease) in Net Assets ..................    403,091         39,754     411,358    152,987
Net Assets--Beginning of Period ....................    333,857        294,103     223,756     70,769
- -----------------------------------------------------------------------------------------------------
Net Assets--End of Period ..........................  $ 736,948    $   333,857   $ 635,114   $223,756
=====================================================================================================



<CAPTION>
                                                              EQ/Capital
                                                               Guardian
                                                             Research(d)
                                                     ----------------------------
                                                          2003          2002
                                                     ------------- --------------
<S>                                                   <C>            <C>
Increase (Decrease) in Net Assets
>From Operations:
 Net investment income (loss) ......................  $  (34,805)    $    6,071
 Net realized gain (loss) on investments ...........      24,033        (14,803)
 Change in unrealized appreciation
   (depreciation) of investments ...................   1,319,057       (300,210)
- -------------------------------------------------------------------------------
Net increase (decrease) in net assets from
 operations ........................................   1,308,285       (308,942)
- -------------------------------------------------------------------------------
Contractowners Transactions:
 Contributions and Transfers:
   Payments received from contractowners ...........   1,067,658        135,070
   Transfers between funds and guaranteed
    interest account, net ..........................     (47,144)     4,240,763
   Transfers for contract benefits and
    terminations ...................................    (748,427)       (56,258)
   Contract maintenance charges ....................      (6,279)        (2,583)
- -------------------------------------------------------------------------------
Net increase (decrease) in net assets from
 contractowners transactions .......................     265,808      4,316,992
- -------------------------------------------------------------------------------
Net increase (decrease) in amount retained by
 Equitable Life in Separate Account No. 66 .........          --             --
- -------------------------------------------------------------------------------
Increase (Decrease) in Net Assets ..................   1,574,093      4,008,050
Net Assets--Beginning of Period ....................   4,215,230        207,180
- -------------------------------------------------------------------------------
Net Assets--End of Period ..........................  $5,789,323     $4,215,230
===============================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                     SAI-52


<PAGE>

Separate Account No. 66
of The Equitable Life Assurance Society of the United States


     Statements of Changes in Net Assets (Continued)
     For the Years Ended December 31,
     -----------------------------------------------




<TABLE>
<CAPTION>
                                                             EQ/Capital
                                                              Guardian                      EQ/Equity
                                                           U.S. Equity(c)                   500 Index
                                                     --------------------------- --------------------------------
                                                          2003          2002           2003            2002
                                                     -------------- ------------ --------------- ----------------
<S>                                                    <C>           <C>         <C>             <C>
Increase (Decrease) in Net Assets
>From Operations:
 Net investment income (loss) ......................   $   (2,483)   $     871   $   102,107     $   102,697
 Net realized gain (loss) on investments ...........       12,303      (43,166)   (2,212,969)     (3,667,490)
 Change in unrealized appreciation
   (depreciation) of investments ...................      210,076      (39,603)    6,196,751      (2,174,722)
- ------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from
 operations ........................................      219,896      (81,898)    4,085,889      (5,739,515)
- ------------------------------------------------------------------------------------------------------------
Contractowners Transactions:
 Contributions and Transfers:
   Payments received from contractowners ...........      557,673      106,590     4,376,688       5,169,317
   Transfers between funds and guaranteed
    interest account, net ..........................       16,115      208,578      (785,661)     (2,331,504)
   Transfers for contract benefits and
    terminations ...................................      (48,951)     (26,867)   (4,932,598)     (7,341,959)
   Contract maintenance charges ....................       (3,039)      (3,152)      (74,051)       (121,469)
- ------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from
 contractowners transactions .......................      521,798      285,149    (1,415,622)     (4,625,615)
- ------------------------------------------------------------------------------------------------------------
Net increase (decrease) in amount retained by
 Equitable Life in Separate Account No. 66 .........           --           --            --         (10,000)
- ------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Net Assets ..................      741,694      203,251     2,670,267     (10,375,130)
Net Assets--Beginning of Period ....................      409,733      206,482    15,126,941      25,502,071
- ------------------------------------------------------------------------------------------------------------
Net Assets--End of Period ..........................   $1,151,427    $ 409,733   $17,797,208     $15,126,941
============================================================================================================



<CAPTION>
                                                                EQ/FI
                                                              Small/Mid
                                                              Cap Value
                                                     ---------------------------
                                                          2003          2002
                                                     ------------- -------------
<S>                                                   <C>           <C>
Increase (Decrease) in Net Assets
>From Operations:
 Net investment income (loss) ......................  $  (31,996)   $  (22,380)
 Net realized gain (loss) on investments ...........     (78,375)         (763)
 Change in unrealized appreciation
   (depreciation) of investments ...................   1,471,997      (783,563)
- ------------------------------------------------------------------------------
Net increase (decrease) in net assets from
 operations ........................................   1,361,626      (806,706)
- ------------------------------------------------------------------------------
Contractowners Transactions:
 Contributions and Transfers:
   Payments received from contractowners ...........   1,715,553     1,761,271
   Transfers between funds and guaranteed
    interest account, net ..........................    (880,401)      827,301
   Transfers for contract benefits and
    terminations ...................................    (769,786)     (329,508)
   Contract maintenance charges ....................      (9,472)      (10,233)
- ------------------------------------------------------------------------------
Net increase (decrease) in net assets from
 contractowners transactions .......................      55,894     2,248,831
- ------------------------------------------------------------------------------
Net increase (decrease) in amount retained by
 Equitable Life in Separate Account No. 66 .........          --            --
- ------------------------------------------------------------------------------
Increase (Decrease) in Net Assets ..................   1,417,520     1,442,125
Net Assets--Beginning of Period ....................   4,247,200     2,805,075
- ----------------------------------------------------- ----------    ----------
Net Assets--End of Period ..........................  $5,664,720    $4,247,200
==============================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                     SAI-53


<PAGE>

Separate Account No. 66
of The Equitable Life Assurance Society of the United States


     Statements of Changes in Net Assets (Concluded)
     For the Years Ended December 31,
     -----------------------------------------------




<TABLE>
<CAPTION>
                                                                 EQ/MFS
                                                                Emerging
                                                                 Growth
                                                                Companies
                                                     -------------------------------
                                                           2003            2002
                                                     --------------- ---------------
<S>                                                   <C>             <C>
Increase (Decrease) in Net Assets
>From Operations:
 Net investment income (loss) ......................  $     (13,047)  $      (9,626)
 Net realized gain (loss) on investments ...........     (1,277,685)     (3,049,206)
 Change in unrealized appreciation
   (depreciation) of investments ...................      1,945,429       1,552,110
- -----------------------------------------------------------------------------------
Net increase (decrease) in net assets from
 operations ........................................        654,697      (1,506,722)
- -----------------------------------------------------------------------------------
Contractowners Transactions:
 Contributions and Transfers:
   Payments received from contractowners ...........        903,338       1,067,005
   Transfers between funds and guaranteed
    interest account, net ..........................       (431,640)       (502,410)
   Transfers for contract benefits and
    terminations ...................................       (740,198)     (1,590,042)
   Contract maintenance charges ....................        (16,272)        (28,440)
- -----------------------------------------------------------------------------------
Net increase (decrease) in net assets from
 contractowners transactions .......................       (284,772)     (1,053,887)
- -----------------------------------------------------------------------------------
Net increase (decrease) in amount retained by
 Equitable Life in Separate Account No. 66 .........             --              --
- -----------------------------------------------------------------------------------
Increase (Decrease) in Net Assets ..................        369,925      (2,560,609)
Net Assets--Beginning of Period ....................      2,365,886       4,926,495
- -----------------------------------------------------------------------------------
Net Assets--End of Period ..........................  $   2,735,811   $   2,365,886
===================================================================================



<CAPTION>
                                                               EQ/Small
                                                               Company
                                                                Index                    EQ/Technology
                                                     ---------------------------- ----------------------------
                                                          2003           2002          2003           2002
                                                     -------------- ------------- -------------- -------------
<S>                                                    <C>           <C>            <C>          <C>
Increase (Decrease) in Net Assets
>From Operations:
 Net investment income (loss) ......................   $   (8,063)   $    (4,630)   $   (7,198)  $  (3,636)
 Net realized gain (loss) on investments ...........           74         (5,600)      (50,939)   (572,612)
 Change in unrealized appreciation
   (depreciation) of investments ...................      376,107       (130,130)      358,137     106,909
- -----------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from
 operations ........................................      368,118       (140,360)      300,000    (469,339)
- -----------------------------------------------------------------------------------------------------------
Contractowners Transactions:
 Contributions and Transfers:
   Payments received from contractowners ...........      780,210        423,179       708,301     352,826
   Transfers between funds and guaranteed
    interest account, net ..........................       60,307         34,021      (165,456)   (187,852)
   Transfers for contract benefits and
    terminations ...................................      (60,452)       (88,411)     (107,305)   (402,742)
   Contract maintenance charges ....................           --             --        (2,131)     (2,817)
- -----------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from
 contractowners transactions .......................      780,065        368,789       433,409    (240,585)
- -----------------------------------------------------------------------------------------------------------
Net increase (decrease) in amount retained by
 Equitable Life in Separate Account No. 66 .........           --             --            --          --
- -----------------------------------------------------------------------------------------------------------
Increase (Decrease) in Net Assets ..................    1,148,183        228,429       733,409    (709,924)
Net Assets--Beginning of Period ....................      609,667        381,238       504,315   1,214,239
- -----------------------------------------------------------------------------------------------------------
Net Assets--End of Period ..........................   $1,757,850    $   609,667    $1,237,724   $ 504,315
===========================================================================================================
</TABLE>

(a)  Commenced operations in Separate Account No. 66 on April 3, 1995. Pursuant
     to a substitution, investment option first offered to MRP Contractowners on
     November 22, 2002.

(b)  Commenced operations in Separate Account No. 66 on April 1, 1991.
     Investment option first offered to MRP Contractowners on November 22, 2002.

(c)  Commenced operations in Separate Account No. 66 on September 2, 1999.
     Pursuant to a substitution, investment option first offered to MRP
     Contractowners on July 12, 2002.

(d)  Commenced operations in Separate Account No. 66 on September 2, 1999.
     Pursuant to a substitution, investment option first offered to MRP
     Contractowners on November 22, 2002.

The accompanying notes are an integral part of these financial statements.


                                     SAI-54


<PAGE>

Separate Account Nos. 3 (Pooled), 4 (Pooled), 10 (Pooled) and 66
of The Equitable Life Assurance Society of the United States


     Notes to Financial Statements
     December 31, 2003
     ------------------------------

1. Organization

Separate Account Nos. 3 (Pooled) (the Alliance Mid Cap Growth Fund), 4 (Pooled)
(the Alliance Growth Equity Fund), 10 (Pooled) (the Alliance Balanced Fund),
and 66 (collectively, the Funds or Accounts) of The Equitable Life Assurance
Society of the United States (Equitable Life), a subsidiary of AXA Financial,
Inc., were established in conformity with the New York State Insurance Law.
These financial statements reflect the total net assets and results of
operations for Separate Account Nos. 3, 4, 10 and 66. The Members Retirement
Program is one of the many products participating in these Funds.

EQ Advisors Trust ("EQAT" or "the Trust") commenced operations on May 1, 1997
and is an open-end diversified management company that sells shares of a
portfolio ("Portfolio") of a mutual fund to separate accounts of insurance
companies. Each Portfolio of the Trust has separate investment objectives.
These financial statements and notes are those of the Account.

Separate Account No. 66 consists of 29 investment options(1) of which 12 are
   reported herein:

o EQ/Alliance Intermediate
     Government Securities
o EQ/Alliance International
o EQ/Bernstein Diversified Value(2)
o EQ/Calvert Socially Responsible
o EQ/Capital Guardian International
o EQ/Capital Guardian Research
o EQ/Capital Guardian U.S. Equity
o EQ/Equity 500 Index
o EQ/FI Small/Mid Cap Value
o EQ/MFS Emerging Growth Companies
o EQ/Small Company Index
o EQ/Technology(3)

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

(1)   Effective on May 18, 2001 the names of the investment options held in
      Separate Account No. 66 include EQ/.
(2)   Formerly known as Lazard Large Cap Value.
(3)   Formerly known as EQ/Alliance Technology

Under applicable insurance law, the assets and liabilities of the Accounts are
clearly identified and distinguished from Equitable Life's other assets and
liabilities. All contracts are issued by Equitable Life. The assets of the
Account are the property of Equitable Life. However, the portion of the
Accounts' assets attributable to the contracts will not be chargeable with
liabilities arising out of any other business Equitable Life may conduct. The
excess of assets over reserves and other contract liabilities, if any, in
Separate Account Nos. 4 and 66 may be transferred to Equitable Life's General
Account. Equitable Life's General Account is subject to creditor rights.

The amount retained by Equitable Life in Separate Account Nos. 4 and 66 arises
principally from (1) contributions from Equitable Life, (2) expense risk
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 expense risks.


2. Significant Accounting Policies

The accompanying financial statements are prepared in conformity with
accounting principles generally

                                     SAI-55


<PAGE>

Separate Account Nos. 3 (Pooled), 4 (Pooled), 10 (Pooled) and 66
of The Equitable Life Assurance Society of the United States


     Notes to Financial Statements (Continued)
     December 31, 2003
     -----------------------------------------

2. Significant Accounting Policies (Continued)

accepted in the United States of America (GAAP). The preparation of financial
statements in accordance with GAAP requires management to make estimates and
assumptions that affect the reported amounts and disclosures. Actual results
could differ from those estimates.

On December 29, 2003, The American Institute of Certified Public Accountants
issued Statement of Position 03-05, "Financial Highlights of Separate Accounts:
An Amendment to the Audit and Accounting Guide Audits of Investment Companies,"
which was effective for the December 31, 2003 financial statements. Adoption of
the new requirements did not have a significant impact on the Account's
financial position or results of operations.

Investment securities for Separate Account Nos. 3, 4 and 10 are valued as
follows:

Stocks listed on national securities exchanges and certain over-the-counter
issues traded on the National Association of Securities Dealers, Inc. Automated
Quotation (NASDAQ) national market system are valued at the last sale price,
or, if there is no sale, at the latest available bid price.

Foreign securities not traded directly, or in American Depository Receipt (ADR)
form in the United States, are valued at the last sale price in the local
currency on an exchange in the country of origin. Foreign currency is converted
into its U.S. dollar equivalent at current exchange rates.

Futures and forward contracts are valued at their last sale price or, if there
is no sale, at the latest available bid price.

United States Treasury securities and other obligations issued or guaranteed by
the United States Government, its agencies or instrumentalities are valued at
representative quoted prices.

Long-term (i.e., maturing in more than a year) publicly traded corporate bonds
are valued at prices obtained from a bond pricing service of a major dealer in
bonds when such prices are available; however, in circumstances where Equitable
Life and Alliance deem it appropriate to do so, an over-the-counter or exchange
quotation may be used.

Convertible preferred stocks listed on national securities exchanges are valued
at their last sale price or, if there is no sale, at the latest available bid
price.

Convertible bonds and unlisted convertible preferred stocks are valued at bid
prices obtained from one or more major dealers in such securities; where there
is a discrepancy between dealers, values may be adjusted based on recent
premium spreads to the underlying common stock.

Other assets that do not have a readily available market price are valued at
fair value as determined in good faith by Equitable Life's investment officers.


Short-term debt securities purchased directly by the Equitable Funds which
mature in 60 days or less are valued at amortized cost. Short-term debt
securities which mature in more than 60 days are valued at representative
quoted prices.

The value of the investments in Separate Account No. 66 held in the Trusts is
calculated by multiplying the number of shares held in each Portfolio by the
net asset value per share of that Portfolio determined as of the close of
business each day. The net asset value is determined by the Trusts using the
market or fair value of the underlying assets of the Portfolio less
liabilities. For Separate Account No. 66, realized gains and losses include


                                     SAI-56


<PAGE>

Separate Account Nos. 3 (Pooled), 4 (Pooled), 10 (Pooled) and 66
of The Equitable Life Assurance Society of the United States


     Notes to Financial Statements (Continued)
     December 31, 2003
     -----------------------------------------

2. Significant Accounting Policies (Continued)

(1) gains and losses on redemptions of Trust shares (determined on the
identified cost basis) and (2) Trust distributions representing the net
realized gains on Trust investment transactions. Dividends and distributions of
capital gains of the Trusts are automatically reinvested on the ex-dividend
date.

Security transactions are recorded on the trade date. Amortized cost of debt
securities where applicable are adjusted for amortization of premium or
accretion of discount. Dividend income is recorded on the ex-dividend date;
interest income (including amortization of premium and discount on securities
using the effective yield method) is accrued daily. Realized gains and losses
on the sale of investments are computed on the basis of the identified cost of
the related investments sold.

Transactions denominated in foreign currencies are recorded at the rate
prevailing at the date of such transactions. Asset and liability accounts that
are denominated in a foreign currency are adjusted to reflect the current
exchange rate at the end of the period. Transaction gains or losses resulting
from changes in the exchange rate during the reporting period or upon
settlement of the foreign currency transactions are reflected under "Realized
and Unrealized Gain (Loss) on Investments" in the Statement of Operations.

Separate Account No. 10 may enter into forward currency contracts in order to
hedge its exposure to changes in foreign currency exchange rates on its foreign
security holdings.

Forward contracts are agreements to buy or sell a foreign currency for a set
price in the future. During the period the forward contracts are open, changes
in the value of the contract are recognized as unrealized gains or losses by
"marking-to-market" on a daily basis to reflect the market value of the
contract at the end of each trading day. The realized gain or loss arising from
the difference between the original contracts and the closing of such contracts
is included in realized gains or losses from foreign currency transactions. The
use of forward transactions involves the risk of imperfect correlation in
movements in the price of forward contracts, interest rates and the underlying
hedged assets.

Forward contracts involve elements of both market and credit risk in excess of
the amounts reflected in the Statement of Assets and Liabilities. The contract
amounts of these forward contracts reflect the extent of the Fund's exposure to
off-balance sheet risk. The Fund bears the market risk that arises from any
changes in security values. Forward contracts are entered into directly with
the counterparty and not through an exchange and can be terminated only by
agreement of both parties to the contract. There is no daily margin settlement
and the fund is exposed to the risk of default by the counterparty.

At December 31, 2003, Separate Account No. 10 had no outstanding forward
currency contracts to buy/sell foreign currencies.

Net assets allocated to contracts in the payout period are computed according
to various mortality tables, depending on the year the benefits were purchased.
The tables used are the 1971 GAM table, the 1983 GAM table, and the 1994 GAR.
The assumed investment returns vary by contract and range from 4 percent to 6.5
percent. The contracts are participating group annuities, and, thus, the
mortality risk is borne by the contractholder, as long as the contract has not
been discontinued. Equitable Life retains the ultimate obligation to pay the
benefits if the contract funds become insufficient and the contractholder
elects to discontinue the contract.


                                     SAI-57


<PAGE>

Separate Account Nos. 3 (Pooled), 4 (Pooled), 10 (Pooled) and 66
of The Equitable Life Assurance Society of the United States


     Notes to Financial Statements (Continued)
     December 31, 2003
     -----------------------------------------

2. Significant Accounting Policies (Concluded)

Amounts due to/from the General Account or receivable/payable for policy
related transactions represent receivables/payables for policy related
transactions predominately related to premiums, surrenders and death benefits.

Payments received from contractowners represent participant contributions under
the contracts (excluding amounts allocated to the guaranteed interest option,
reflected in the General Account). The amount allocated to the guaranteed
interest option earns interest at the current guaranteed interest rate which is
an annual effective rate.

The operations of the Account are included in the federal income tax return of
Equitable Life, which is taxed as a life insurance company under the provisions
of the Internal Revenue Code. No federal income tax based on net income or
realized and unrealized capital gains is currently applicable to contracts
participating in the Funds 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 the contracts participating in the Account.
Accordingly, no provision for federal income taxes is required. However,
Equitable Life retains the right to charge for any federal income tax incurred
which is applicable to the Account if the law is changed.


3. Purchases and Sales on Investments

The cost of purchases and proceeds from sales of investments for the year ended
December 31, 2003 were as follows for Separate Account No. 66:

<TABLE>
<CAPTION>
                                             Purchases      Sales
                                            ----------- ------------
<S>                                         <C>         <C>
EQ/Alliance Intermediate Government
 Securities ............................... 5,930,985   3,272,322
EQ/Alliance International ................. 2,246,099   2,920,249
EQ/Bernstein Diversified Value ............ 4,776,662   3,338,213
EQ/Calvert Socially Responsible ...........   328,918      61,157
EQ/Capital Guardian International .........   425,500     137,037
EQ/Capital Guardian Research .............. 1,137,450     906,447
EQ/Capital Guardian U.S. Equity ...........   671,121     151,806
EQ/Equity 500 Index ....................... 7,133,298   8,446,812
EQ/FI Small/Mid Cap Value ................. 1,692,355   1,668,456
EQ/MFS Emerging Growth Companies ..........   958,665   1,256,484
EQ/Small Company Index ....................   998,357     226,356
EQ/Technology .............................   836,281     410,069
</TABLE>

Investment Security Transactions

For the year ended December 31, 2003, investment security transactions,
excluding short-term debt securities, were as follows for Separate Account Nos.
3, 4 and 10:

<TABLE>
<CAPTION>
                                            Purchases                      Sales
                                  ----------------------------- ----------------------------
                                      Stocks          U.S.          Stocks          U.S.
                                     and Debt      Government      and Debt      Government
               Fund                 Securities    and Agencies    Securities    and Agencies
- --------------------------------- -------------- -------------- -------------- -------------
<S>                               <C>            <C>            <C>            <C>
Alliance Balanced ...............  31,756,303    240,931,637     29,814,795    248,043,490
Alliance Growth Equity .......... 313,803,848    --             354,208,351    --
Alliance Mid Cap Growth ......... 103,439,586    --             114,597,046    --
</TABLE>


                                     SAI-58


<PAGE>

Separate Account Nos. 3 (Pooled), 4 (Pooled), 10 (Pooled) and 66
of The Equitable Life Assurance Society of the United States


     Notes to Financial Statements (Continued)
     December 31, 2003
     -----------------------------------------

4. Related Party Transactions

In Separate Account No. 66 the assets in each variable investment option are
invested in shares of a corresponding mutual fund portfolio of the Trust.
Shares are offered by the Trusts at net asset value. Shares in which the
variable investment options are invested are in either one of two classes. Both
classes are subject to fees for investment management and advisory services and
other Trust expenses. One class of shares ("Class A shares") is not subject to
distribution fees imposed pursuant to a distribution plan. The other class of
shares ("Class B shares") is subject to distribution fees imposed under a
distribution plan (herein, the "Rule 12b-1 Plans") adopted by the Trust. The
Rule 12b-1 Plans provide that the Trust, on behalf of each Portfolio, may
charge annually up to 0.25% of the average daily net assets of a Portfolio
attributable to its Class B shares in respect of activities primarily intended
to result in the sale of the Class B shares. These fees are reflected in the
net asset value of the shares.

Equitable Life serves as investment manager of the Trust and as such receives
management fees for services performed in its capacity as investment manager of
the Trust. Equitable Life oversees the activities of the investment advisors
with respect to the Trust and is responsible for retaining or discontinuing the
services of those advisors. Fees generally vary depending on net asset levels
of individual portfolios and range from a low of 0.25% to a high of 0.90% of
average daily net assets. Equitable Life as investment manager pays expenses
for providing investment advisory services to the Portfolios, including the
fees of the Advisors of each Portfolio.

Alliance Capital Management L.P. ("Alliance") serves as an investment advisor
for the EQ/Alliance Portfolios; EQ/Equity 500 Index, and EQ/Bernstein
Diversified Value and Separate Accounts 13, 10, 4 and 3. Alliance is a publicly
traded limited partnership which is indirectly majority-owned by Equitable Life
and AXA Financial, Inc. (parent to Equitable).

Equitable Life performs all marketing and service functions under the Contract.
No commissions are paid for these services.

Equitable Life and Alliance seek to obtain the best price and execution of all
orders placed for the portfolios of the Equitable Funds considering all
circumstances. In addition to using brokers and dealers to execute portfolio
security transactions for accounts under their management, Equitable Life and
Alliance may also enter into other types of business and securities
transactions with brokers and dealers, which will be unrelated to allocation of
the Equitable Funds' portfolio transactions.

At December 31, 2003, interests of retirement and investment plans for
employees, managers and agents of Equitable Life in Separate Account Nos. 4 and
3 aggregated $187,234,548 (27.2%) and $60,303,971 (55.1%), respectively, of the
net assets in these Funds.


5. Substitutions

On November 22, 2002 the EQ/Alliance International Portfolio acquired all the
net assets of EQ/Alliance Global pursuant to a substitution transaction. For
accounting purposes the transaction was treated as a merger. The substitution
was accomplished by a tax-free exchange of 1,104,388 of Class A shares of
EQ/Alliance Global (valued at $13,119,770) for 1,761,954 of Class A shares of
EQ/Alliance International Portfolio (valued at $13,119,770). The aggregate net
assets of EQ/Alliance Global and EQ/Alliance International Portfolios
immediately before the substitution were $13,119,770 and $1,008,346,
respectively, resulting in combined net assets of $14,128,116.

On November 22, 2002 Separate Account No. 66 redeemed its position in
EQ/Alliance Growth Investors and purchased units in Alliance Balanced Portfolio
(Separate Account No. 10). For accounting purposes this


                                     SAI-59


<PAGE>

Separate Account Nos. 3 (Pooled), 4 (Pooled), 10 (Pooled) and 66
of The Equitable Life Assurance Society of the United States


     Notes to Financial Statements (Continued)
     December 31, 2003
     -----------------------------------------

5. Substitutions (Concluded)

transaction was accounted for as a redemption of shares in EQ/Alliance Growth
Investors and purchase of units in the Alliance Balanced Fund. 1,822 Class A
units of Alliance Balanced Fund Separate Account 10 (valued at $27,425,748)
were purchased. 1,955,686 of Class A Shares of EQ/Alliance Growth Investors
(valued at $27,425,748) outstanding on November 22, 2002 were redeemed.

On November 22, 2002 the EQ/Capital Guardian Research Portfolio acquired all
the net assets of EQ/MFS Research Portfolio pursuant to a substitution
transaction. For accounting purposes the transaction was treated as a merger.
The substitution was accomplished by a tax-free exchange of 481,530 of Class B
shares of EQ/MFS Research Portfolio (valued at $4,234,226) for 484,120 of Class
B shares EQ/Capital Guardian Research Portfolio (valued at $4,234,226). The
aggregate net assets of EQ/MFS Research and EQ/Capital Guardian Research
Portfolios immediately before the substitution were $4,234,226 and $0,
respectively, resulting in combined net assets of $4,234,226.

On July 12, 2002 the EQ/Capital Guardian U.S. Equity Portfolio acquired all the
net assets of EQ/AXP New Dimensions Portfolio pursuant to a substitution
transaction. For accounting purposes the transaction was treated as a merger.
The substitution was accomplished by a tax-free exchange of 23,802 of Class B
shares of EQ/AXP New Dimensions Portfolio (valued at $137,706) for 17,166 of
Class B shares EQ/Capital Guardian U.S. Equity Portfolio (valued at $137,706).
The aggregate net assets of EQ/AXP New Dimensions and EQ/Capital Guardian U.S.
Equity Portfolios immediately before the substitution were $137,706 and
$425,264, respectively, resulting in combined net assets of $562,970.


6. Asset Charges

Charges and fees relating to the Funds paid to Equitable Life are deducted in
accordance with the terms of the various contracts which participate in the
Funds. With respect to the Members Retirement Program these expenses consist of
investment management and accounting fees, program expense charge, direct
expenses and record maintenance and report fees. These charges and fees are
paid to Equitable Life and are recorded as expenses in the accompanying
Statement of Operations. The charges and fees are as follows:

The below discusses expenses related to Separate Accounts Nos. 3, 4 and 10:

o Program Expense Charge--An expense charge is made at an effective annual rate
  of 1.00% of the combined value of all investment options maintained under
  the contract with Equitable Life and is deducted monthly.

o Investment Management Fees--An expense charge is made daily at an effective
  annual rate of 0.50% of the net assets of the Alliance Growth Equity and
  Alliance Balanced Funds and an effective annual rate of 0.65% for the
  Alliance Mid Cap Growth Fund.

o Direct Operating and Other Expenses--In addition to the charges and fees
  mentioned above, the Funds are charged for certain costs and expenses
  directly related to their operations. These may include transfer taxes, SEC
  filing fees and certain related expenses including printing of SEC filings,
  prospectuses and reports. These charges and fees are reflected as a
  reduction of the unit value.

o A record maintenance and report fee of $3.75 is deducted quarterly as a
  liquidation of fund units.

The below discusses expenses related to Separate Account No. 66:

Administrative fees paid through a liquidation of units in Separate Account No.
66 are shown in the Statements of Changes in Net Assets in Contract maintenance
charges. The aggregate of all other fees are included in


                                     SAI-60


<PAGE>

Separate Account Nos. 3 (Pooled), 4 (Pooled), 10 (Pooled) and 66
of The Equitable Life Assurance Society of the United States


     Notes to Financial Statements (Continued)
     December 31, 2003
     -----------------------------------------

6. Asset Charges (Concluded)

Asset-based charges in the Statements of Operations. Asset-based charges are
comprised of accounting and administration fees.


                                     SAI-61


<PAGE>

Separate Account Nos. 3 (Pooled), 4 (Pooled), 10 (Pooled) and 66
of The Equitable Life Assurance Society of the United States


     Notes to Financial Statements (Continued)
     December 31, 2003
     -----------------------------------------

7. Changes in Units Outstanding


     Accumulation units issued and redeemed during the year ended December 31,
2003 were (in thousands):



<TABLE>
<CAPTION>
                                       Alliance          Alliance Growth    Alliance Mid Cap
                                   Balanced Fund (d)       Equity Fund         Growth Fund
                                  ------------------- --------------------- -----------------
                                     2003      2002      2003       2002      2003     2002
                                  --------- --------- ---------- ---------- -------- --------
<S>                                  <C>       <C>       <C>        <C>        <C>      <C>
MRP
Issued ..........................     149       314       39         26        135       82
Redeemed ........................    (115)     (113)     (40)       (31)       (86)     (64)
                                     ----      ----      ---        ---        ---      ---
Net Increase (Decrease) .........      34       201       (1)        (5)        49      (18)
                                     ----      ----      ------     ------     ---      ---
</TABLE>


<TABLE>
<CAPTION>
                                    EQ/Alliance
                                    Intermediate                                            EQ/Calvert
                                     Government       EQ/Alliance        EQ/Bernstein        Socially
                                   Securities (e)  International (c)  Diversified Value     Responsible
                                  ---------------- ------------------ ------------------ -----------------
                                     2003    2002     2003     2002     2003      2002     2003     2002
                                  --------- ------ --------- -------- -------- --------- -------- --------
<S>                                  <C>      <C>     <C>       <C>      <C>      <C>       <C>      <C>
MRP
Net Issued ......................     377     17       159      822      149       164       53       46
Net Redeemed ....................    (168)    --      (121)     (65)     (95)     (102)     (11)     (25)
                                     ----     --      ----      ---      ---      ----      ---      ---
Net Increase (Decrease) .........     209     17        38      757       54        62       42       21
                                     ----     --      ----      ---      ---      ----      ---      ---
</TABLE>


<TABLE>
<CAPTION>
                                      EQ/Capital        EQ/Capital       EQ/Capital
                                       Guardian          Guardian         Guardian          EQ/Equity
                                    International       Research(b)    U.S. Equity (a)      500 Index
                                  ------------------ ----------------- --------------- -------------------
                                    2003      2002     2003    2002     2003    2002     2003      2002
                                  -------- --------- -------- -------- -------- ------ --------- ---------
<S>                                  <C>      <C>     <C>      <C>      <C>      <C>     <C>       <C>
MRP
Net Issued ......................     51      24       86      360       61      18       593       517
Net Redeemed ....................    (17)     (5)     (43)     (39)     (15)     --      (200)     (350)
                                     ---      ---     ---      ---      ---      --       ----      ----
Net Increase (Decrease) .........     33      19       43      321       46      18       393       167
                                     ---      ---     ---      ---      ---      --       ----      ----
</TABLE>


<TABLE>
<CAPTION>
                                        EQ/FI
                                      Small/Mid       EQ/MFS Emerging      EQ/Small
                                      Cap Value      Growth Companies    Company Index     EQ/Technology
                                  ------------------ ----------------- ----------------- -----------------
                                     2003     2002     2003     2002     2003     2002     2003     2002
                                  --------- -------- -------- -------- -------- -------- -------- --------
<S>                                  <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>
MRP
Net Issued ......................     180      200      206      127      120       56      140       55
Net Redeemed ....................    (123)     (58)     (98)     (48)     (42)     (15)     (70)     (25)
                                     ----      ---      ---      ---      ---      ---      ---      ---
Net Increase (Decrease) .........      57      142      108       79       78       41       70       30
                                     ----      ---      ---      ---      ---      ---      ---      ---
</TABLE>


                                     SAI-62

<PAGE>

Separate Account Nos. 3 (Pooled), 4 (Pooled), 10 (Pooled) and 66
of The Equitable Life Assurance Society of the United States


     Notes to Financial Statements (Continued)
     December 31, 2003
     -----------------------------------------

7. Changes in Units Outstanding (Concluded)


     Accumulation units issued and redeemed during the year ended December 31,
2003 were (in thousands):

(a)  A substitution of EQ/AXP New Dimensions Portfolio for EQ/Capital Guardian
     U.S. Equity Portfolio occurred on July 12, 2002. Units were made available
     for sale on July 12, 2002 (See Note 5).

(b)  A substitution of EQ/MFS Research Portfolio for EQ/Capital Guardian
     Research Portfolio occurred on November 22, 2002. Units were made available
     for sale on November 22, 2002 (See Note 5).

(c)  A substitution of EQ/Alliance Global Portfolio for EQ/Alliance
     International Portfolio occurred on November 22, 2002. Units were made
     available for sale on November 22, 2002 (See Note 5).

(d)  A substitution of EQ/Alliance Growth Investors Portfolio for Separate
     Account No. 10 (Alliance Balanced Portfolio) occurred on November 22, 2002
     (See Note 5).

(e)  Units were made available for sale on November 22, 2002.

                                     SAI-63


<PAGE>

Separate Account Nos. 3 (Pooled), 4 (Pooled), 10 (Pooled) and 66
of The Equitable Life Assurance Society of the United States


     Notes to Financial Statements (Continued)
     December 31, 2003
     -----------------------------------------

8. Accumulation Unit Values

Equitable Life issues a number of registered group annuity contracts that allow
employer plan assets to accumulate on a tax-deferred basis. The contracts are
typically designed for employers wishing to fund defined benefit, defined
contribution and/or 401(k) plans. Annuity contracts available through Equitable
Life are the Retirement Investment Account ("RIA"), Momentum Strategy, Momentum
Select and Momentum Solutions ("Momentum series of contracts"), Members
Retirement Program ("MRP"), American Dental Association Members Retirement
Program ("ADA") and Equi-Pen-Plus ("EPP") (collectively, the Plans). Assets of
the Plans are invested in a number of investment Funds (available Funds vary by
Plan).

Institutional units presented on the Statement of Assets and Liabilities
reflect investments in the Funds by clients other than contractholders of group
annuity contracts issued by Equitable Life. Institutional unit values are
determined at the end of each business day. Institutional unit values reflect
the investment performance of the underlying Fund for the day and charges and
expenses deducted by the Fund. Contract unit values (RIA, MRP, ADA, Momentum
series of contracts and EPP) reflect the same investment results as the
Institutional unit values presented on the Statement of Assets and Liabilities.
In addition, contract unit values reflect certain investment management and
accounting fees, which vary by contract. These fees are charged as a percentage
of net assets and are disclosed below for MRP contracts in percentage terms.

Expenses as a percentage of average net assets (1.78% in 2003 and 2.02% in 2002
annualized for the Alliance Mid Cap Growth Fund, 1.69% in 2003 and 1.86% in
2002 annualized for the Alliance Growth Equity Fund and 1.71% in 2003 and 1.80%
in 2002 annualized for the Alliance Balanced Fund) exclude the effect of the
underlying fund portfolios' operating and expense charges borne by the Funds
and charges made directly to Contractholder accounts through redemption of
units.

Shown below is accumulation unit value information for MRP units outstanding of
Separate Accounts 3, 4 and 10 for the periods indicated.

<TABLE>
<CAPTION>
                                                                        Years Ended December 31,
                                                                -----------------------------------------
                                                                     2003          2002          2001
                                                                ------------- ------------- -------------
<S>                                                               <C>           <C>           <C>
   Alliance Mid Cap Growth Fund, 1.78%
   Unit Value, end of period ..................................   $  44.47      $  26.74      $  38.49
   Net Assets (000's) .........................................   $ 19,026      $ 10,128      $ 13,899
   Number of units outstanding, end of period (000's) .........        428           379           361
   Total Return* ..............................................      66.31%      ( 30.53)%     ( 19.04)%

   Alliance Growth Equity Fund, 1.69%
   Unit Value, end of period ..................................   $ 251.02      $ 186.97      $ 261.19
   Net Assets (000's) .........................................   $ 38,426      $ 28,750      $ 41,578
   Number of units outstanding, end of period (000's) .........        153           154           159
   Total Return* ..............................................      34.26%      ( 28.42)%     ( 19.44)%
</TABLE>

                                     SAI-64


<PAGE>

Separate Account Nos. 3 (Pooled), 4 (Pooled), 10 (Pooled) and 66
of The Equitable Life Assurance Society of the United States


     Notes to Financial Statements (Continued)
     December 31, 2003
     -----------------------------------------

8. Accumulation Unit Values (Continued)


<TABLE>
<CAPTION>
                                                                     Years Ended December 31,
                                                                -----------------------------------
                                                                    2003        2002        2001
                                                                ----------- ----------- -----------
<S>                                                              <C>         <C>         <C>
   Alliance Balanced Fund, 1.71% (a)(b)
   Unit Value, end of period ..................................  $ 41.83     $ 36.08     $ 39.82
   Net Assets (000's) .........................................  $33,059     $27,287     $22,096
   Number of units outstanding, end of period (000's) .........      790         756         555
   Total Return* ..............................................    15.94%      (9.38)%     (5.64)%
</TABLE>

(a)  A substitution of the Alliance Conservative Investors, EQ/Evergreen
     Foundation, EQ/Putnam Balanced and Mercury World Strategy Portfolios
     occurred on May 18, 2001. Units were purchased in Separate Account No. 10
     (Alliance Balanced Portfolio).

(b)  A substitution of EQ/Alliance Growth Investors Portfolio occurred on
     November 22, 2002. Units were purchased in Separate Account No. 10
     (Alliance Balanced Portfolio) (See Note 5).


>

Shown below is accumulation unit value information for units outstanding of
Investment Options in Separate Account No. 66 throughout the periods indicated.

Certain investment options are charged administrative expenses as a percentage
of average net assets (1.00% annualized for MRP). These exclude the effect of
the underlying fund portfolios and charges made directly to Contractowner
accounts through redemption of units. Under MRP contracts certain investment
options may not be charged for Asset-based charges. Amounts appearing as
Asset-based charges in the Statements of Operations for these investment options
are the result of other contracts investing in Separate Account No. 66.


<TABLE>
<CAPTION>

                                                                           Years Ended December 31,
                                                              --------------------------------------------------
                                                                  2003         2002         2001     2000   1999
                                                              ----------- ------------- ----------- ------ -----
<S>                                                            <C>          <C>          <C>         <C>    <C>
EQ/Alliance Intermediate Government Securities 1.00%
 MRP (h)
 Unit value, end of period ..................................  $ 10.16      $  10.09           --    --     --
 Net Assets (000's) .........................................  $ 2,300      $    172           --    --     --
 Number of units outstanding, end of period (000's) .........      226            17           --    --     --
 Total Return* ..............................................     0.69%         0.90%          --    --     --
EQ/Alliance International 1.00%
 MRP (d)
 Unit value, end of period ..................................  $ 14.48      $  10.84           --    --     --
 Net Assets (000's) .........................................  $11,487      $  8,206           --    --     --
 Number of units outstanding, end of period (000's) .........      795           757           --    --     --
 Total Return* ..............................................    33.59%         8.40%          --    --     --
EQ/Bernstein Diversified Value 1.00% (e)
 MRP
 Unit value, end of period ..................................  $ 10.89      $   8.57     $  10.08    --     --
 Net Assets (000's) .........................................  $ 5,306      $  3,711     $  3,740    --     --
 Number of units outstanding, end of period (000's) .........      487           433          371    --     --
 Total Return* ..............................................    27.07%       (14.98)%       0.83%   --     --
</TABLE>



                                     SAI-65


<PAGE>

Separate Account Nos. 3 (Pooled), 4 (Pooled), 10 (Pooled) and 66
of The Equitable Life Assurance Society of the United States


     Notes to Financial Statements (Continued)
     December 31, 2003
     -----------------------------------------

8. Accumulation Unit Values (Continued)


<TABLE>
<CAPTION>
                                                                                  Years Ended December 31,
                                                              -----------------------------------------------------------------
                                                                  2003          2002          2001         2000         1999
                                                              ------------ ------------- ------------- ------------ -----------
<S>                                                             <C>          <C>           <C>           <C>         <C>
EQ/Calvert Socially Responsible 1.00% (a)
 MRP
 Unit value, end of period ..................................   $  7.41      $   5.87      $   8.10      $   9.63          --
 Net Assets (000's) .........................................     7,735      $    332      $    292      $    116          --
 Number of units outstanding, end of period (000's) .........        99            57            36            12          --
 Total Return* ..............................................     26.24%       (27.58)%      (15.89)%      ( 1.19)%        --
EQ/Capital Guardian International 1.00% (b)
 MRP
 Unit value, end of period ..................................   $  8.82      $   6.74      $   8.05            --          --
 Net Assets (000's) .........................................   $   489      $    148      $     24            --          --
 Number of units outstanding, end of period (000's) .........        55            22             3            --          --
 Total Return* ..............................................     30.86%       (16.27)%      (19.52)%          --          --
EQ/Capital Guardian Research (c)
 MRP
 Unit value, end of period ..................................   $ 14.10      $  10.87            --            --          --
 Net Assets (000's) .........................................   $ 5,142      $  3,489            --            --          --
 Number of units outstanding, end of period (000's) .........       364           321            --            --          --
 Total Return* ..............................................     29.72%         8.70%           --            --          --
EQ/Capital Guardian U.S. Equity (g)
 MRP
 Unit value, end of period ..................................   $ 12.24      $   9.09            --            --          --
 Net Assets (000's) .........................................   $   789      $    164            --            --          --
 Number of units outstanding, end of period (000's) .........        64            18            --            --          --
 Total Return* ..............................................     34.63%       ( 9.09)%          --            --          --
EQ/Equity 500 Index 1.00% (f)
 MRP
 Unit value, end of period ..................................   $  7.32      $   5.81      $   7.60      $   8.78    $  13.38
 Net Assets (000's) .........................................   $ 6,978      $  6,298      $  6,969      $  7,472    $  7,078
 Number of units outstanding, end of period (000's) .........     1,477         1,084           917           851         529
 Total Return* ..............................................     26.00%       (23.55)%      (13.44)%      (34.38)%     18.62%
EQ/FI Small/Mid Cap Value 1.00%
 MRP
 Unit value, end of period ..................................   $ 11.08      $   8.43      $  10.05      $   9.81    $   9.46
 Net Assets (000's) .........................................   $ 4,772      $  3,153      $  2,332      $  1,550    $  1,504
 Number of units outstanding, end of period (000's) .........       431           374           232           158         159
 Total Return* ..............................................     31.44%       (16.11)%        2.45%         3.70%       0.42%
EQ/MFS Emerging Growth Companies 1.00% (a)
 MRP
 Unit value, end of period ..................................   $  4.29      $   3.36      $   5.20      $   8.00          --
 Net Assets (000's) .........................................   $ 1,265      $    629      $    562      $    472          --
 Number of units outstanding, end of period (000's) .........       295           187           108            59          --
 Total Return* ..............................................     27.68%       (35.32)%      (35.00)%      (20.00)%        --
</TABLE>



                                     SAI-66


<PAGE>

Separate Account Nos. 3 (Pooled), 4 (Pooled), 10 (Pooled) and 66
of The Equitable Life Assurance Society of the United States


     Notes to Financial Statements (Continued)
     December 31, 2003
     -----------------------------------------

8. Accumulation Unit Values (Continued)


<TABLE>
<CAPTION>
                                                                           Years Ended December 31,
                                                              ---------------------------------------------------
                                                                  2003         2002         2001      2000   1999
                                                              ----------- ------------- ------------ ------ -----
<S>                                                            <C>          <C>           <C>          <C>    <C>
EQ/Small Company Index 1.00% (b)
 MRP
 Unit value, end of period ..................................  $  11.18     $   7.76      $   9.97     --     --
 Net Assets (000's) .........................................  $  1,756     $    608      $    379     --     --
 Number of units outstanding, end of period (000's) .........       157           79            38     --     --
 Total Return* ..............................................     44.07%      (22.17)%      ( 0.30)%   --     --
EQ/Technology 1.00% (b)
 MRP
 Unit value, end of period ..................................  $   6.74     $   4.76      $   8.16     --     --
 Net Assets (000's) .........................................  $    865     $    276      $    228     --     --
 Number of units outstanding, end of period (000's) .........       128           58            28     --     --
 Total Return* ..............................................     41.61%      (41.68)%      (18.36)%   --     --
</TABLE>

(a)  Units were made available for sale on May 1, 2000.
(b)  Units were made available for sale on May 18, 2001.
(c)  A substitution of EQ/MFS Research Portfolio for EQ/Capital Guardian
     Research Portfolio occurred on November 22, 2002. Units were made available
     for sale on November 22, 2002 (See Note 5).
(d)  A substitution of EQ/Alliance Global Portfolio for EQ/Alliance
     International Portfolio occurred on November 22, 2002. Units were made
     available for sale on November 22, 2002 (See Note 5).
(e)  A substitution of T. Rowe Equity Income Portfolio for EQ/Bernstein
     Diversified Portfolio occurred on May 18, 2001. Units were made available
     for sale on May 18, 2001 (See Note 5).
(f)  A substitution of BT Equity 500 Index for EQ/Equity 500 Index occurred on
     October 6, 2000. Units were made available for sale on October 6, 2000.
(g)  A substitution of EQ/AXP New Dimensions Portfolio for EQ/Capital Guardian
     U.S. Equity Portfolio occurred on July 12, 2002. Units were made available
     for sale on November 22, 2002 (See Note 5).
(h)  Units were made available for sale on November 22, 2002.
(*)  These amounts represent the total return for the periods indicated,
     including changes in the value of the underlying fund, and expenses
     assessed through the reduction of unit values. These ratios do not include
     any expenses assessed through the redemption of units. Investment options
     with a date notation indicate the effective date of that investment option
     in the variable account. The total return is calculated for each period
     indicated from the effective date through the end of the reporting period.



                                     SAI-67


<PAGE>

Separate Account Nos. 3 (Pooled), 4 (Pooled), 10 (Pooled) and 66
of The Equitable Life Assurance Society of the United States


     Notes to Financial Statements (Concluded)
     December 31, 2003
     -----------------------------------------

9. Investment Income Ratio

Shown below is the Investment Income Ratio throughout the periods indicated for
Separate Accounts 3, 4 and 10. The investment income ratio is calculated by
taking the gross investment income earned divided by the average net assets of
a fund during the periods indicated.

<TABLE>
<CAPTION>
                                                    Year Ended December 31,
                                       -------------------------------------------------
                                       2003      2002      2001      2000      1999
                                       --------- --------- --------- --------- ---------
<S>                                    <C>       <C>       <C>       <C>       <C>
Alliance Balanced Fund ............... 2.25      2.89      3.43      3.56      3.39
Alliance Growth Equity Fund .......... 0.47      0.40      0.46      0.45      0.54
Alliance Mid Cap Growth Fund ......... 0.27      0.26      0.45      0.74      0.77
</TABLE>

Shown below is the Investment Income Ratio throughout the periods indicated for
Separate Account No. 66. These amounts represent the dividends, excluding
distributions of capital gains, received by the Account from the underlying
mutual fund, net of management fees assessed by the fund manager, divided by
the average net assets. These ratios exclude those expenses, such as
asset-based charges, that result in direct reductions in the unit values. The
recognition of investment income by the Account is affected by the timing of
the declaration of dividends by the underlying fund in which the Account
invests.

<TABLE>
<CAPTION>
                                                                       Six Months Ended June 30,
                                                         ------------------------------------------------------
                                                            2003       2002       2001        2000      1999
                                                         ---------- ---------- ---------- ---------- ----------
<S>                                                         <C>        <C>        <C>        <C>        <C>
EQ/Alliance Intermediate Government Securities .........    4.29%      6.12%      4.14%       3.20%     4.14%
EQ/Alliance International ..............................    2.02%        --       1.82%       0.43%       --
EQ/Bernstein Diversified Value .........................    1.41%      1.71%      1.34%       1.15%     7.21%
EQ/Calvert Socially Responsible ........................      --         --       2.95%      12.16%     1.61%
EQ/Capital Guardian International ......................    1.48%      1.76%      2.13%       0.79%       --
EQ/Capital Guardian Research ...........................    0.44%      0.58%      0.32%       1.34%     0.54%
EQ/Capital Guardian U.S. Equity ........................    0.37%      0.53%      0.48%       1.56%     0.76%
EQ/Equity 500 Index ....................................    1.31%      2.03%      0.95%       1.45%     0.87%
EQ/FI Small/Mid Cap Value ..............................    0.39%      0.61%      0.69%       0.91%     0.17%
EQ/MFS Emerging Growth Companies .......................      --         --       0.02%       1.99%     3.25%
EQ/Small Company Index .................................    0.37%      0.67%      1.58%         --        --
EQ/Technology ..........................................      --         --         --          --        --
</TABLE>



                                     SAI-68

<PAGE>


                         REPORT OF INDEPENDENT AUDITORS





To the Board of Directors and Shareholder of
The Equitable Life Assurance Society of the United States


In our opinion, the accompanying consolidated balance sheets and the related
consolidated statement of earnings, of shareholder's equity and comprehensive
income and of cash flows present fairly, in all material respects, the financial
position of The Equitable Life Assurance Society of the United States and its
subsidiaries ("Equitable Life") at December 31, 2003 and December 31, 2002, and
the results of their operations and their cash flows for each of the three years
in the period ended December 31, 2003 in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of Equitable Life's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.




/s/ PricewaterhouseCoopers LLP
New York, New York

March 9, 2004






                                      F-1
<PAGE>



            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2003 AND 2002
<TABLE>
<CAPTION>
                                                                               December 31,         December 31,
                                                                                   2003                 2002
                                                                              -----------------    -----------------
                                                                                         (In Millions)
<S>                                                                           <C>                  <C>
ASSETS
Investments:
  Fixed maturities available for sale, at estimated fair value..............  $    29,095.5        $    26,278.9
  Mortgage loans on real estate.............................................        3,503.1              3,746.2
  Equity real estate, held for the production of income.....................          656.5                717.3
  Policy loans..............................................................        3,894.3              4,035.6
  Other equity investments..................................................          789.1                720.3
  Other invested assets.....................................................        1,101.6              1,327.6
                                                                              -----------------    -----------------
      Total investments.....................................................       39,040.1             36,825.9
Cash and cash equivalents...................................................          722.7                269.6
Cash and securities segregated, at estimated fair value.....................        1,285.8              1,174.3
Broker-dealer related receivables...........................................        2,284.7              1,446.2
Deferred policy acquisition costs...........................................        6,290.4              5,801.0
Goodwill and other intangible assets, net...................................        3,513.4              3,503.8
Amounts due from reinsurers.................................................        2,460.4              2,351.7
Loans to affiliates, at estimated fair value................................          400.0                413.0
Other assets................................................................        3,829.7              4,028.7
Separate Accounts' assets...................................................       54,438.1             39,012.1
                                                                              -----------------    -----------------

Total Assets................................................................  $   114,265.3        $    94,826.3
                                                                              =================    =================

LIABILITIES
Policyholders' account balances.............................................  $    25,307.7        $    23,037.5
Future policy benefits and other policyholders liabilities..................       13,934.7             13,975.7
Broker-dealer related payables..............................................        1,261.8                731.0
Customers related payables..................................................        1,897.5              1,566.8
Amounts due to reinsurers...................................................          936.5                867.5
Short-term and long-term debt...............................................        1,253.2              1,274.7
Federal income taxes payable................................................        2,362.8              2,006.4
Other liabilities...........................................................        2,006.9              1,751.8
Separate Accounts' liabilities..............................................       54,300.6             38,883.8
Minority interest in equity of consolidated subsidiaries....................        1,744.9              1,816.6
Minority interest subject to redemption rights..............................          488.1                515.4
                                                                              -----------------    -----------------
      Total liabilities.....................................................      105,494.7             86,427.2
                                                                              -----------------    -----------------

Commitments and contingencies (Notes 12, 14, 15, 16 and 17)

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..............................................        4,848.2              4,812.8
Retained earnings...........................................................        3,027.1              2,902.7
Accumulated other comprehensive income......................................          892.8                681.1
                                                                              -----------------    -----------------
      Total shareholder's equity............................................        8,770.6              8,399.1
                                                                              -----------------    -----------------

Total Liabilities and Shareholder's Equity..................................  $   114,265.3        $    94,826.3
                                                                              =================    =================
</TABLE>

                 See Notes to Consolidated Financial Statements.



                                      F-2
<PAGE>




            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                  YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                      2003               2002               2001
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)

<S>                                                              <C>                <C>                <C>
REVENUES
Universal life and investment-type product
  policy fee income...........................................   $    1,376.7       $     1,315.5      $     1,342.3
Premiums......................................................          889.4               945.2            1,019.9
Net investment income.........................................        2,386.9             2,377.2            2,404.3
Investment losses, net........................................          (62.3)             (278.5)            (207.3)
Commissions, fees and other income............................        2,811.8             2,987.6            3,108.5
                                                                -----------------  -----------------  -----------------
      Total revenues..........................................        7,402.5             7,347.0            7,667.7
                                                                -----------------  -----------------  -----------------

BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits.......................................        1,708.2             2,036.0            1,888.8
Interest credited to policyholders' account balances..........          969.7               972.5              981.7
Compensation and benefits.....................................        1,327.0             1,244.3            1,307.1
Commissions...................................................          991.9               788.8              742.1
Distribution plan payments....................................          370.6               392.8              429.1
Amortization of deferred sales commissions....................          208.6               229.0              230.8
Interest expense..............................................           82.3                95.7              102.6
Amortization of deferred policy acquisition costs.............          434.6               296.7              287.9
Capitalization of deferred policy acquisition costs...........         (990.7)             (754.8)            (746.4)
Rent expense..................................................          165.8               168.8              157.5
Amortization of goodwill and other intangible assets, net.....           21.9                21.2              178.2
Alliance charge for mutual fund matters and legal
  proceedings.................................................          330.0                 -                  -
Other operating costs and expenses............................          832.4               827.4              815.4
                                                                -----------------  -----------------  -----------------
      Total benefits and other deductions.....................        6,452.3             6,318.4            6,374.8
                                                                -----------------  -----------------  -----------------

Earnings from continuing operations before Federal
  income taxes and minority interest..........................          950.2             1,028.6            1,292.9
Federal income tax expense....................................         (240.5)              (50.9)            (316.2)
Minority interest in net income of consolidated subsidiaries..         (188.7)             (362.8)            (370.1)
                                                                -----------------  -----------------  -----------------

Earnings from continuing operations...........................          521.0               614.9              606.6
Earnings from discontinued operations, net of Federal
    income taxes..............................................            3.4                 5.6               43.9
Cumulative effect of accounting changes, net of Federal
    income taxes..............................................            -                 (33.1)              (3.5)
                                                                -----------------  -----------------  -----------------
Net Earnings..................................................   $      524.4       $       587.4      $       647.0
                                                                =================  =================  =================
</TABLE>






                 See Notes to Consolidated Financial Statements.




                                      F-3
<PAGE>




            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
    CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY AND COMPREHENSIVE INCOME
                  YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                         2003               2002               2001
                                                                   -----------------   ----------------   ----------------
                                                                                       (In Millions)

<S>                                                                 <C>                 <C>                <C>
Common stock, at par value, beginning and end of year.........      $         2.5       $        2.5       $        2.5
                                                                   -----------------   ----------------   ----------------

Capital in excess of par value, beginning of year as previously
   reported...................................................            4,753.8            4,694.6            4,723.8
Prior period adjustment related to deferred Federal
    income taxes..............................................               59.0               59.0               59.0
                                                                   -----------------   ----------------   ----------------
Capital in excess of par value, beginning of year as restated.            4,812.8            4,753.6            4,782.8
Increase (decrease) in paid in capital in excess of par value.               35.4               59.2              (29.2)
                                                                   -----------------   ----------------   ----------------
Capital in excess of par value, end of year...................            4,848.2            4,812.8            4,753.6
                                                                   -----------------   ----------------   ----------------

Retained earnings, beginning of year as previously reported...            2,740.6            2,653.2            3,706.2
Prior period adjustment related to deferred Federal
   income taxes...............................................              162.1              162.1              162.1
                                                                   -----------------   ----------------   ----------------
Retained earnings, beginning of year as restated..............            2,902.7            2,815.3            3,868.3
Net earnings..................................................              524.4              587.4              647.0
Shareholder dividends paid....................................             (400.0)            (500.0)          (1,700.0)
                                                                   -----------------   ----------------   ----------------
Retained earnings, end of year................................            3,027.1            2,902.7            2,815.3
                                                                   -----------------   ----------------   ----------------

Accumulated other comprehensive income ,
  beginning of year...........................................              681.1              215.4               12.8
Other comprehensive income....................................              211.7              465.7              202.6
                                                                   -----------------   ----------------   ----------------
Accumulated other comprehensive income, end of year...........              892.8              681.1              215.4
                                                                   -----------------   ----------------   ----------------

Total Shareholder's Equity, End of Year.......................      $     8,770.6       $    8,399.1       $    7,786.8
                                                                   =================   ================   ================

COMPREHENSIVE INCOME
Net earnings..................................................      $       524.4       $      587.4       $      647.0
                                                                   -----------------   ----------------   ----------------
Change in unrealized gains (losses), net of reclassification
   adjustments................................................              211.7              465.6              202.6
Minimum pension liability adjustment..........................                -                   .1                -
                                                                   -----------------   ----------------   ----------------
Other comprehensive income....................................              211.7              465.7              202.6
                                                                   -----------------   ----------------   ----------------
Comprehensive Income..........................................      $       736.1       $    1,053.1       $      849.6
                                                                   =================   ================   ================
</TABLE>












                 See Notes to Consolidated Financial Statements.




                                      F-4
<PAGE>



            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                       2003                2002               2001
                                                                 -----------------   -----------------  -----------------
                                                                                      (In Millions)

<S>                                                               <C>                 <C>                <C>
Net earnings..................................................    $       524.4       $      587.4       $       647.0
Adjustments to reconcile net earnings to net cash provided
  by operating activities:
  Interest credited to policyholders' account balances........            969.7              972.5               981.7
  Universal life and investment-type product
    policy fee income.........................................         (1,376.7)          (1,315.5)           (1,342.3)
  Net change in broker-dealer and customer related
    receivables/payables......................................             22.5             (237.3)              181.0
  Investment losses, net......................................             62.3              278.5               207.3
  Change in deferred policy acquisition costs.................           (556.1)            (458.1)             (458.5)
  Change in future policy benefits............................            (97.4)             218.0               (15.1)
  Change in property and equipment............................            (55.8)             (76.6)             (229.2)
  Change in Federal income tax payable........................            246.3               93.3              (231.5)
  Change in accounts payable and accrued expenses.............            276.8               (8.9)              (36.8)
  Change in segregated cash and securities, net...............           (111.5)             240.8              (108.8)
  Minority interest in net income of consolidated
     subsidiaries.............................................            188.7              362.8               370.1
  Change in fair value of guaranteed minimum income
     benefit reinsurance contracts............................             91.0             (120.0)                -
  Amortization of deferred sales commissions..................            208.6              229.0               230.8
  Amortization of goodwill and other intangible assets, net...             21.9               21.2               178.2
  Other, net..................................................            272.6             (114.2)              121.9
                                                                 -----------------   -----------------  -----------------

Net cash provided by operating activities.....................            687.3              672.9               495.8
                                                                 -----------------   -----------------  -----------------

Cash flows from investing activities:
  Maturities and repayments...................................          4,216.4            2,996.0             2,454.6
  Sales.......................................................          4,818.2            8,035.9             9,285.2
  Purchases...................................................        (11,457.9)         (12,709.0)          (11,833.0)
  Change in short-term investments............................            334.3             (568.9)              211.8
  Acquisition of subsidiary ..................................              -               (249.7)                -
  Loans to affiliates.........................................              -                  -                (400.0)
  Other, net..................................................             89.3              126.6               (80.3)
                                                                 -----------------   -----------------  -----------------

Net cash used by investing activities.........................         (1,999.7)          (2,369.1)             (361.7)
                                                                 -----------------   -----------------  -----------------

Cash flows from financing activities:
  Policyholders' account balances:
     Deposits.................................................          5,639.1            4,328.5             3,198.8
     Withdrawals and transfers to Separate Accounts...........         (3,181.1)          (2,022.9)           (2,458.1)
  Net change in short-term financings.........................            (22.1)            (201.2)             (552.8)
  Additions to long-term debt.................................              -                  -                 398.1
  Shareholder dividends paid..................................           (400.0)            (500.0)           (1,700.0)
  Other, net..................................................           (270.4)            (318.6)             (456.9)
                                                                 -----------------   -----------------  -----------------

Net cash provided (used) by financing activities..............          1,765.5            1,285.8            (1,570.9)
                                                                 -----------------   -----------------  -----------------

Change in cash and cash equivalents...........................            453.1             (410.4)           (1,436.8)
Cash and cash equivalents, beginning of year..................            269.6              680.0             2,116.8
                                                                 -----------------   -----------------  -----------------

Cash and Cash Equivalents, End of Year........................    $       722.7       $      269.6       $       680.0
                                                                 =================   =================  =================
</TABLE>




                                      F-5
<PAGE>




            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
                                    CONTINUED

<TABLE>
<CAPTION>
                                                                      2003               2002               2001
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)


<S>                                                              <C>                <C>                <C>
Supplemental cash flow information:
  Interest Paid...............................................   $       91.0       $        80.5      $        82.1
                                                                =================  =================  =================
  Income Taxes (Refunded) Paid................................   $      (45.7)      $      (139.6)     $       524.2
                                                                =================  =================  =================
</TABLE>










                 See Notes to Consolidated Financial Statements.



                                      F-6
<PAGE>



            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1)      ORGANIZATION

        The Equitable Life Assurance Society of the United States ("Equitable
        Life") is an indirect, wholly owned subsidiary of AXA Financial, Inc.
        (the "Holding Company," and collectively with its consolidated
        subsidiaries, "AXA Financial"). Equitable Life's insurance business is
        conducted principally by Equitable Life and its wholly owned life
        insurance subsidiary, Equitable of Colorado ("EOC"). Equitable Life's
        investment management business, which comprises the Investment Services
        segment, is principally conducted by Alliance Capital Management L.P.
        ("Alliance").

        In October 2000, Alliance acquired substantially all of the assets and
        liabilities of SCB Inc., formerly known as Sanford C. Bernstein, Inc.
        ("Bernstein"). In the fourth quarter of 2002, Equitable Life and its
        consolidated subsidiaries (collectively, the "Company") acquired 8.16
        million units in Alliance ("Alliance Units") at the aggregate market
        price of $249.7 million from SCB Inc. and SCB Partners, Inc. under a
        preexisting agreement (see Note 2). Upon completion of this transaction
        the Company's beneficial ownership in Alliance increased by
        approximately 3.2%. The Company's consolidated economic interest in
        Alliance was 42.6% at December 31, 2003, and together with the Holding
        Company's economic interest in Alliance was approximately 55.5%.

        AXA, a French holding company for an international group of insurance
        and related financial services companies, has been the Holding Company's
        largest shareholder since 1992. In 2000, AXA acquired the approximately
        40% of outstanding Holding Company common stock ("Common Stock") it did
        not already own. On January 2, 2001, AXA Merger Corp. ("AXA Merger"), a
        wholly owned subsidiary of AXA, was merged with and into the Holding
        Company, resulting in AXA Financial becoming a wholly owned subsidiary
        of AXA.


2)      SIGNIFICANT ACCOUNTING POLICIES

        Basis of Presentation and Principles of Consolidation
        -----------------------------------------------------

        The preparation of the accompanying consolidated financial statements in
        conformity with U.S. generally accepted accounting principles ("GAAP")
        requires management to make estimates and assumptions (including normal,
        recurring accruals) that affect the reported amounts of assets and
        liabilities and the disclosure of contingent assets and liabilities at
        the date of the financial statements and the reported amounts of
        revenues and expenses during the reporting period. Actual results could
        differ from these estimates. The accompanying consolidated financial
        statements reflect all adjustments necessary in the opinion of
        management to present fairly the consolidated financial position of the
        Company and its consolidated results of operations and cash flows for
        the periods presented.

        The accompanying consolidated financial statements include the accounts
        of Equitable Life and its subsidiary engaged in insurance related
        businesses (collectively, the "Insurance Group"); other subsidiaries,
        principally Alliance; and those investment companies, partnerships and
        joint ventures in which Equitable Life or its subsidiaries has control
        and a majority economic interest as well as those variable interest
        entities ("VIEs") that meet the requirements for consolidation.

        All significant intercompany transactions and balances except those with
        discontinued operations have been eliminated in consolidation. The years
        "2003," "2002" and "2001" refer to the years ended December 31, 2003,
        2002 and 2001, respectively. Certain reclassifications have been made in
        the amounts presented for prior periods to conform those periods with
        the current presentation.

        Prior Period Adjustment
        -----------------------

        A review by Equitable Life in 2003 of Federal income tax assets and
        liabilities identified an overstatement of the deferred Federal income
        tax liability related to the years ended December 31, 2000 and earlier.
        As a

                                      F-7
<PAGE>

        result, the Federal income tax liability as of December 31, 2002 has
        been reduced by $221.1 million, and the consolidated shareholder's
        equity as of December 31, 2002 and 2001 has been increased by $221.1
        million, with no impact on the consolidated statements of earnings for
        the years ended December 31, 2002 and 2001 or any prior period after the
        adoption on January 1, 1992 of SFAS No. 109, "Accounting for Income
        Taxes." This adjustment has been reported in the accompanying financial
        statements as an increase in consolidated shareholder's equity as of
        January 1, 2001.

        Closed Block
        ------------

        When it demutualized on July 22, 1992, Equitable Life established a
        Closed Block for the benefit of certain individual participating
        policies which were in force on that date. The assets allocated to the
        Closed Block, together with anticipated revenues from policies included
        in the Closed Block, were reasonably expected to be sufficient to
        support such business, including provision for the payment of claims,
        certain expenses and taxes, and for continuation of dividend scales
        payable in 1991, assuming the experience underlying such scales
        continues.

        Assets allocated to the Closed Block inure solely to the benefit of the
        Closed Block policyholders and will not revert to the benefit of the
        Holding Company. No reallocation, transfer, borrowing or lending of
        assets can be made between the Closed Block and other portions of
        Equitable Life's General Account, any of its Separate Accounts or any
        affiliate of Equitable Life without the approval of the New York
        Superintendent of Insurance (the "Superintendent"). Closed Block assets
        and liabilities are carried on the same basis as similar assets and
        liabilities held in the General Account. The excess of Closed Block
        liabilities over Closed Block assets represents the expected future
        post-tax contribution from the Closed Block which would be recognized in
        income over the period the policies and contracts in the Closed Block
        remain in force.

        Other Discontinued Operations
        -----------------------------

        In 1991, management discontinued the business of certain pension
        operations ("Other Discontinued Operations"). Other Discontinued
        Operations at December 31, 2003 principally consists of the group
        non-participating wind-up annuities ("Wind-Up Annuities"), for which a
        premium deficiency reserve has been established. Management reviews the
        adequacy of the allowance for future losses each quarter and makes
        adjustments when necessary. Management believes the allowance for future
        losses at December 31, 2003 is adequate to provide for all future
        losses; however, the quarterly allowance review continues to involve
        numerous estimates and subjective judgments regarding the expected
        performance of invested assets ("Discontinued Operations Investment
        Assets") held by Other Discontinued Operations. 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 Other 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 Other Discontinued Operations. See Note 8.

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

        In January 2003, the Financial Accounting Standards Board (the "FASB")
        issued Interpretation ("FIN") No. 46, "Consolidation of Variable
        Interest Entities". FIN No. 46 addresses when it is appropriate to
        consolidate financial interests in a VIE, a new term to define a
        business structure that either (i) does not have equity investors with
        voting or other similar rights or (ii) has equity investors that do not
        provide sufficient financial resources to support its activities. For
        entities with these characteristics, including many formerly known as
        special purpose entities ("SPEs"), FIN No. 46 imposes a consolidation
        standard that focuses on the relative exposures of the participants to
        the economic risks and rewards from the net assets of the VIE rather
        than on ownership of its voting interests, if any, to determine whether
        a parent-subsidiary relationship exists. Under FIN No. 46, the party
        with a majority of the economic risks or rewards associated with a VIE's
        activities, including those conveyed by guarantees, commitments,
        derivatives, credit enhancements, and similar instruments or
        obligations, is the "primary beneficiary" and, therefore, is required to
        consolidate the VIE.

        Transition to the consolidation requirements of FIN No. 46 began in
        first quarter 2003, with immediate application to all new VIEs created
        after January 31, 2003, and was expected to be followed by application
        beginning in third quarter 2003 to all existing VIEs. However, in
        October 2003, the FASB deferred the latter transition date to December
        31, 2003 and, likewise, extended the related transitional requirements
        to disclose if it is "reasonably possible" that a company will have a
        significant, but not necessarily consolidated, variable

                                      F-8
<PAGE>
        interest in a VIE when the consolidation requirements become effective.
        On December 24, 2003, the FASB issued FIN No. 46(Revised) ("FIN No.
        46(R)"), containing significant modifications to the original
        interpretation issued in January 2003 and delaying the requirement to
        consolidate all VIEs for which the company's financial interest therein
        constitutes a primary beneficiary relationship until March 31, 2004.
        Although the consolidation requirements of FIN No. 46(R) generally begin
        in first quarter 2004, no delay was afforded to consolidation of SPEs.
        However, at December 31, 2003, no entities in which the Company had
        economic interests were identified as SPEs under the rules previously in
        effect.

        While FIN No. 46(R) supports the same underlying principle put forth in
        the original interpretation, it addresses issues that arose as companies
        analyzed the potential impact of adopting FIN No. 46's consolidation
        requirements and resolves some of those issues in a manner expected to
        make implementation less onerous for certain entities with financial
        interests in VIEs. The most notable departure of FIN No. 46(R) from the
        original interpretation is the revised treatment of "decision maker"
        fees (such as asset management fees) to include only their variability
        in the calculation of a VIE's expected residual returns. Prior to this
        change, inclusion of decision maker fees on a gross basis created a bias
        towards consolidation by a decision maker as the recipient of a majority
        of a VIE's economic rewards unless another party absorbed a majority of
        the VIE's economic risks.

        At December 31, 2003, the Insurance Group's General Account had VIEs
        deemed to be significant under FIN No. 46 totaling $105.8 million. VIEs
        totaling $45.5 million and $60.3 million are reflected in the
        consolidated balance sheets as fixed maturities (collateralized debt
        obligations) and other equity investments (principally, investment
        limited partnerships), respectively, and are subject to ongoing review
        for impairment in value. These VIEs and approximately $17.1 million of
        funding commitments to the investment limited partnerships at December
        31, 2003 represent the Insurance Group's maximum exposure to loss from
        its direct involvement with these VIEs. The Insurance Group has no
        further economic interests in these VIEs in the form of related
        guarantees, commitments, derivatives, credit enhancements or similar
        instruments and obligations. As a result of management's review and the
        FASB's implementation guidance to date, these VIEs are not expected to
        require consolidation because management has determined that the
        Insurance Group is not the primary beneficiary.

        Management of Alliance has reviewed its investment management
        agreements, its investments in and other financial arrangements with
        certain entities that hold client assets under management of
        approximately $48 billion. These include certain mutual fund products
        domiciled in Luxembourg, India, Japan, Singapore and Australia
        (collectively "Offshore Funds"), hedge funds, structured products, group
        trusts and joint ventures, to determine the entities that Alliance would
        be required to consolidate under FIN No. 46(R).

        As a result of its review, which is still ongoing, Alliance's management
        believes it is reasonably possible that Alliance will be required to
        consolidate an investment in a joint venture arrangement including the
        joint venture's funds under management, and one hedge fund as of March
        31, 2004. These entities have client assets under management totaling
        approximately $231 million. However, Alliance's total investment in
        these entities is approximately $.4 million and its maximum exposure to
        loss is limited to its investments and prospective investment management
        fees. Consolidation of these entities would result in increases in
        Alliance's assets, principally investments, and in its liabilities,
        principally minority interests in consolidated entities, of
        approximately $231 million.

        Alliance derives no direct benefit from client assets under management
        other than investment management fees and cannot utilize those assets in
        its operations.

        Alliance has significant variable interests in certain other VIEs with
        approximately $1.1 billion in client assets under management. However,
        these VIEs do not require consolidation because Alliance's management
        has determined that Alliance is not the primary beneficiary. Alliance's
        maximum exposure to loss to these entities is limited to a nominal
        investment and prospective investment management fees.

        FIN No. 46(R) is highly complex and requires significant estimates and
        judgments as to its application. Since implementation of the
        consolidation of VIEs under FIN No. 46(R) generally has been deferred to
        reporting periods ending after March 15, 2004 and the FASB is continuing
        to develop guidance on implementation issues, management's assessment of
        the effect of FIN No. 46(R) is ongoing and its initial conclusions
        regarding the consolidation of VIEs may change.

                                      F-9
<PAGE>

        On January 1, 2002, the Company adopted Statement of Financial
        Accounting Standards ("SFAS") No. 141, "Business Combinations," SFAS No.
        142, "Goodwill and Other Intangible Assets," and SFAS No. 144,
        "Accounting for the Impairment or Disposal of Long-lived Assets". SFAS
        No. 142 embraced an entirely new approach to accounting for goodwill by
        eliminating the long-standing requirement for systematic amortization
        and instead imposing periodic impairment testing to determine whether
        the fair value of the reporting unit to which the goodwill is ascribed
        supports its continued recognition. Concurrent with its adoption of SFAS
        No. 142, the Company ceased to amortize goodwill. Amortization of
        goodwill and other intangible assets for the year ended December 31,
        2001 was approximately $73.4 million, net of minority interest of $104.7
        million, of which $7.6 million, net of minority interest of $13.6
        million, related to other intangible assets. Net income, excluding
        goodwill amortization expense, for the year ended December 31, 2001
        would have been $712.8 million. The carrying amount of goodwill was
        $3,140.6 million and $3,112.2 million, respectively, at December 31,
        2003 and 2002 and relates solely to the Investment Services segment. No
        losses resulted in 2003 and 2002 from the annual impairment testing of
        goodwill and indefinite-lived intangible assets. Amounts presently
        estimated to be recorded in each of the succeeding five years ending
        December 31, 2008 for amortization of other intangible assets are not
        expected to vary significantly from the amount for the full year
        December 31, 2003 of $9.3 million, net of minority interest of $12.6
        million. Amortization of other intangible assets for the year ended
        December 31, 2002 was $8.6 million, net of minority interest of $12.6
        million. The gross carrying amount and accumulated amortization of other
        intangible assets were $534.8 million and $162.0 million, respectively,
        at December 31, 2003 and $531.7 million and $140.1 million,
        respectively, at December 31, 2002. SFAS No. 144 retains many of the
        fundamental recognition and measurement provisions previously required
        by SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets to
        be Disposed of," except for the removal of goodwill from its scope,
        inclusion of specific guidance on cash flow recoverability testing and
        the criteria that must be met to classify a long-lived asset as
        held-for-sale. SFAS No. 141 and No. 144 had no material impact on the
        results of operations or financial position of the Company upon their
        adoption on January 1, 2002.

        Effective January 1, 2002, the Company changed its method of accounting
        for liabilities associated with variable annuity contracts that contain
        guaranteed minimum death benefit ("GMDB") and guaranteed minimum income
        benefit ("GMIB") features, to establish reserves for the Company's
        estimated obligations associated with these features. The method was
        changed to achieve a better matching of revenues and expenses. The
        initial impact of adoption as of January 1, 2002 resulted in a charge of
        $33.1 million for the cumulative effect of this accounting change, net
        of Federal income taxes of $17.9 million, in the consolidated statements
        of earnings. Prior to the adoption of this accounting change, benefits
        under these features were expensed as incurred. The impact of this
        change was to reduce Earnings from continuing operations in 2002 by
        $113.0 million, net of Federal income taxes of $61.0 million. The
        pro-forma effect of retroactive application of this change on 2001
        results of operations was not material.

        On January 1, 2001, the Company adopted SFAS No. 133, as amended, that
        established new accounting and reporting standards for all derivative
        instruments, including certain derivatives embedded in other contracts,
        and for hedging activities. With respect to free-standing derivative
        positions, at January 1, 2001, the Company recorded a
        cumulative-effect-type charge to earnings of $3.5 million to recognize
        the difference between the carrying values and fair values. With respect
        to embedded derivatives, the Company elected a January 1, 1999
        transition date, thereby effectively "grandfathering" existing
        accounting for derivatives embedded in hybrid instruments. As a
        consequence of this election, coupled with interpretive guidance
        specifically related to insurance contracts and features, adoption of
        the new requirements for embedded derivatives had no material impact on
        the Company's results of operations or its financial position. None of
        the Company's derivatives were designated as qualifying hedges under
        SFAS No. 133 and, consequently, required mark-to-market accounting
        through earnings for changes in their fair values beginning January 1,
        2001. Upon its adoption of SFAS No. 133, the Company reclassified $256.7
        million of held-to-maturity securities as available-for-sale. This
        reclassification resulted in an after-tax cumulative-effect-type
        adjustment of $8.9 million in other comprehensive income, representing
        the after-tax unrealized gain on these securities at January 1, 2001.

        In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
        Associated with Exit or Disposal Activities". SFAS No. 146 established
        financial accounting and reporting standards for costs associated with
        exit or disposal activities initiated after December 31, 2002 and
        nullifies Emerging Issues Task Force Issue No. 94-3, "Liability
        Recognition for Certain Employee Termination Benefits and Other Costs to
        Exit an Activity (including Certain Costs Incurred in a Restructuring)".
        SFAS No. 146 requires that a liability for a

                                      F-10
<PAGE>

        cost associated with an exit or disposal activity is recognized only
        when the liability is incurred and measured initially at fair value.
        However, the cost of termination benefits provided under the terms of an
        ongoing benefit arrangement, such as a standard severance offering based
        on years of service, continues to be covered by other accounting
        pronouncements and is unchanged by SFAS No. 146. No material impact on
        the results of operations or financial position of the Company resulted
        in 2003 from compliance with these new recognition and measurement
        provisions.

        In November 2002, the FASB issued FIN No. 45, "Guarantor's Accounting
        and Disclosure Requirements for Guarantees, Including Indirect
        Guarantees of Indebtedness of Others". FIN No. 45 addresses the
        disclosures made by a guarantor in its interim and annual financial
        statements about obligations under guarantees. FIN No. 45 also clarifies
        the requirements related to the recognition of a liability by a
        guarantor at the inception of a guarantee for the obligations that the
        guarantor has undertaken in issuing that guarantee. The fair value
        reporting provisions of FIN No. 45 were applied on a prospective basis
        to guarantees issued or modified after December 31, 2002. The disclosure
        requirements were effective for financial statements of interim or
        annual periods ending after December 15, 2002 (see Note 15). The initial
        recognition and initial measurement provisions were applied only on a
        prospective basis to guarantees issued or modified after December 31,
        2002 and had no material impact on the Company's results of operations
        or financial position upon adoption.

        The Company adopted SFAS No. 150, "Accounting for Certain Financial
        Instruments with Characteristics of both Liabilities and Equity," which
        was effective for financial instruments entered into or modified after
        May 31, 2003, and otherwise was effective at the beginning of the first
        interim period beginning after June 15, 2003. SFAS No. 150 establishes
        standards for classification and measurement of certain financial
        instruments with characteristics of both liabilities and equity in the
        statement of financial position. SFAS No. 150 had no material impact on
        the Company's results of operations or financial position upon adoption.

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

        In July 2003, the American Institute of Certified Public Accountants
        ("AICPA") issued Statement of Position ("SOP") 03-1, "Accounting and
        Reporting by Insurance Enterprises for Certain Nontraditional
        Long-Duration Contracts and for Separate Accounts". SOP 03-1 is
        effective as of January 1, 2004, and will require a change in the
        Company's accounting policies relating to (a) general account interests
        in separate accounts, (b) assets and liabilities associated with market
        value-adjusted annuities, (c) liabilities related to group pension
        participating contracts, and (d) liabilities related to certain
        mortality and annuitization benefits, such as the no lapse guarantee
        feature contained in variable and universal life contracts. The method
        of accounting that the Company adopted in 2002 for GMDB and GMIB
        liabilities is consistent with the requirements of SOP 03-1. Management
        expects that the impact of adopting SOP 03-1 on January 1, 2004 will
        result in a one-time decrease to net earnings of approximately $(1.0)
        million related to the cumulative effect of the required changes in
        accounting. Approximately $12.5 million of the cumulative effect
        adjustment represents a reclassification of investment income previously
        reported in the consolidated statements of earnings to unrealized gains
        included in other comprehensive income. Therefore, shareholders' equity
        is expected to increase approximately $11.5 million as a result of the
        implementation of SOP 03-1. The determination of liabilities associated
        with group pension participating contracts and mortality and
        annuitization benefits, as well as related impacts on deferred
        acquisition costs, is based on models that involve numerous estimates
        and subjective judgments. There can be no assurance that the ultimate
        actual experience will not differ from management's estimates.

        Investments
        -----------

        The carrying values of fixed maturities identified as available for sale
        are reported at estimated fair value. Changes in estimated fair value
        are reported in comprehensive income. The amortized cost of fixed
        maturities is adjusted for impairments in value deemed to be other than
        temporary.

        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 on its
        collateral value if the loan is collateral dependent. However, if
        foreclosure is or becomes probable, the collateral value measurement
        method is used.

        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.

                                      F-11
<PAGE>

        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.

        Real estate held for the production of income, including real estate
        acquired in satisfaction of debt, is stated at depreciated cost less
        valuation allowances. At the date of foreclosure (including in-substance
        foreclosure), real estate acquired in satisfaction of debt is valued at
        estimated fair value. Impaired real estate is written down to fair value
        with the impairment loss being included in investment gains (losses),
        net.

        Depreciation of real estate held for production of income is computed
        using the straight-line method over the estimated useful lives of the
        properties, which generally range from 40 to 50 years.

        Real estate investments meeting the following criteria are classified as
        real estate held-for-sale:


           o   Management having the authority to approve the action commits
               the organization to a plan to sell the property.

           o   The property is available for immediate sale in its present
               condition subject only to terms that are usual and customary for
               the sale of such assets.

           o   An active program to locate a buyer and other actions required
               to complete the plan to sell the asset have been initiated and
               are continuing.

           o   The sale of the asset is probable and transfer of the asset is
               expected to qualify for recognition as a completed sale within
               one year.

           o   The asset is being actively marketed for sale at a price that is
               reasonable in relation to its current fair value.

           o   Actions required to complete the plan indicate that it is
               unlikely that significant changes to the plan will be made or
               that the plan will be withdrawn.

        Real estate held-for-sale is stated at depreciated cost less valuation
        allowances. 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.

        In the fourth quarter of 2003, three real estate investments met the
        criteria of real estate held-for-sale. As a result, the Company
        transferred these investments with a total carrying value of $56.9
        million from real estate held for the production of income to real
        estate held-for-sale. This amount is included in the Other assets line
        in the 2003 consolidated balance sheet. The results of operations for
        these properties in each of the three years ended December 31, 2003 were
        not significant.

        Valuation allowances are netted against the asset categories to which
        they apply.

        Policy loans are stated at unpaid principal balances.

        Partnerships, investment companies and joint venture interests in which
        the Company has control and a majority economic interest (that is,
        greater than 50% of the economic return generated by the entity) or
        those that meet FIN No. 46(R) requirements for consolidation are
        consolidated; those in which the Company does not have control and a
        majority economic interest and those that do not meet FIN No. 46(R)
        requirements for consolidation are reported on the equity basis of
        accounting and are included either with equity real estate or other
        equity investments, as appropriate.

        Equity securities include common stock and non-redeemable preferred
        stock classified as either trading or available for sale securities, are
        carried at estimated fair value and are included in other equity
        investments.

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

        Cash and cash equivalents includes cash on hand, amounts due from banks
        and highly liquid debt instruments purchased with an original maturity
        of three months or less.

                                      F-12
<PAGE>

        All securities owned as well as United States government and agency
        securities, mortgage-backed securities, futures and forwards
        transactions are recorded in the consolidated financial statements on a
        trade date basis.

        Net Investment Income, Investment Gains (Losses), Net and Unrealized
        --------------------------------------------------------------------
        Investment Gains (Losses)
        ------------------------

        Net investment income and realized investment gains (losses), net
        (together "investment results") related to certain participating group
        annuity contracts which are passed through to the contractholders are
        offset by amounts reflected as interest credited to policyholders'
        account balances.

        Realized investment gains (losses) are determined by identification with
        the specific asset and are presented as a component of revenue. Changes
        in the valuation allowances are included in investment gains or losses.

        Realized and unrealized holding gains (losses) on trading securities are
        reflected in net investment income.

        Unrealized investment gains and losses on fixed maturities and equity
        securities available for sale held by the Company are accounted for as a
        separate component of accumulated comprehensive income, net of related
        deferred Federal income taxes, amounts attributable to Other
        Discontinued Operations, Closed Block policyholders dividend obligation,
        participating group annuity contracts and deferred policy acquisition
        costs ("DAC") related to universal life and investment-type products and
        participating traditional life contracts.

        Recognition of Insurance Income and Related Expenses
        ----------------------------------------------------

        Premiums from universal life and investment-type contracts are reported
        as deposits to policyholders' account balances. Revenues from these
        contracts consist of amounts assessed during the period against
        policyholders' account balances for mortality charges, policy
        administration charges and surrender charges. Policy benefits and claims
        that are charged to expense include benefit claims incurred in the
        period in excess of related policyholders' account balances.

        Premiums from participating and non-participating traditional life and
        annuity policies with life contingencies generally are recognized as
        income when due. Benefits and expenses are matched with such income so
        as to result in the recognition of profits over the life of the
        contracts. This match is accomplished by means of the provision for
        liabilities for future policy benefits and the deferral and subsequent
        amortization of policy acquisition costs.

        For contracts with a single premium or a limited number of premium
        payments due over a significantly shorter period than the total period
        over which benefits are provided, premiums are recorded as income when
        due with any excess profit deferred and recognized in income in a
        constant relationship to insurance in-force or, for annuities, the
        amount of expected future benefit payments.

        Premiums from individual health contracts are recognized as income over
        the period to which the premiums relate in proportion to the amount of
        insurance protection provided.

        Deferred Policy Acquisition Costs
        ---------------------------------

        Acquisition costs that vary with and are primarily related to the
        acquisition of new and renewal insurance business, including
        commissions, underwriting, agency and policy issue expenses, are
        deferred. DAC is subject to recoverability testing at the time of policy
        issue and loss recognition testing at the end of each accounting period.

        For universal life products and investment-type products, DAC is
        amortized over the expected total life of the contract group as a
        constant percentage of estimated gross profits arising principally from
        investment results, Separate Account fees, mortality and expense margins
        and surrender charges based on historical and anticipated future
        experience, updated at the end of each accounting period. 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. A decrease in expected gross profits would accelerate DAC
        amortization. Conversely, an increase in expected gross profits would
        slow DAC amortization. The effect on the DAC asset that would result
        from realization of unrealized gains (losses) is recognized with an
        offset to accumulated comprehensive income in consolidated shareholders'
        equity as of the balance sheet date.

                                      F-13
<PAGE>

        A significant assumption in the amortization of DAC on variable and
        interest-sensitive life insurance and variable annuities relates to
        projected future Separate Account performance. Expected future gross
        profit assumptions related to Separate Account performance are set by
        management using a long-term view of expected average market returns by
        applying a reversion to the mean approach. In applying this approach to
        develop estimates of future returns, it is assumed that the market will
        return to an average gross long-term return estimate, developed with
        reference to historical long-term equity market performance and subject
        to assessment of the reasonableness of resulting estimates of future
        return assumptions. For purposes of making this reasonableness
        assessment, management has set limitations as to maximum and minimum
        future rate of return assumptions, as well as a limitation on the
        duration of use of these maximum or minimum rates of return. Currently,
        the average gross long-term annual return estimate is 9.0% (7.05% net of
        product weighted average Separate Account fees), and the gross maximum
        and minimum annual rate of return limitations are 15.0% (13.05% net of
        product weighted average Separate Account fees) and 0% (-1.95% net of
        product weighted average Separate Account fees), respectively. The
        maximum duration over which these rate limitations may be applied is 5
        years. This approach will continue to be applied in future periods. If
        actual market returns continue at levels that would result in assuming
        future market returns of 15% for more than 5 years in order to reach the
        average gross long-term return estimate, the application of the 5 year
        maximum duration limitation would result in an acceleration of DAC
        amortization. Conversely, actual market returns resulting in assumed
        future market returns of 0% for more than 5 years would result in a
        required deceleration of DAC amortization. As of December 31, 2003,
        current projections of future average gross market returns assume a 4.7%
        return for 2004 which is within the maximum and minimum limitations and
        assume a reversion to the mean of 9.0% after 1 year.

        In addition, projections of future mortality assumptions related to
        variable and interest-sensitive life products are based on a long-term
        average of actual experience. This assumption is updated quarterly to
        reflect recent experience as it emerges. Improvement of life mortality
        in future periods from that currently projected would result in future
        deceleration of DAC amortization. Conversely, deterioration of life
        mortality in future periods from that currently projected would result
        in future acceleration of DAC amortization. Generally, life mortality
        experience has improved in recent periods.

        Other significant assumptions underlying gross profit estimates relate
        to contract persistency and general account investment spread.

        For participating traditional life policies (substantially all of which
        are in the Closed Block), DAC is amortized over the expected total life
        of the contract group as a constant percentage based on the present
        value of the estimated gross margin amounts expected to be realized over
        the life of the contracts using the expected investment yield. At
        December 31, 2003, the average rate of assumed investment yields,
        excluding policy loans, was 7.9% grading to 7.3% over 7 years. Estimated
        gross margin includes anticipated premiums and investment results less
        claims and administrative expenses, changes in the net level premium
        reserve and expected annual policyholder dividends. The effect on the
        amortization of DAC of revisions to estimated gross margins is reflected
        in earnings in the period such estimated gross margins are revised. The
        effect on the DAC asset that would result from realization of unrealized
        gains (losses) is recognized with an offset to accumulated comprehensive
        income in consolidated shareholders' equity as of the balance sheet
        date.

        For non-participating traditional life policies, DAC is amortized in
        proportion to anticipated premiums. Assumptions as to anticipated
        premiums are estimated at the date of policy issue and are consistently
        applied during the life of the contracts. Deviations from estimated
        experience are reflected in earnings in the period such deviations
        occur. For these contracts, the amortization periods generally are for
        the total life of the policy.

        Policyholders' Account Balances and Future Policy Benefits
        ----------------------------------------------------------

        Policyholders' account balances for universal life and investment-type
        contracts are equal to the policy account values. The policy account
        values represent an accumulation of gross premium payments plus credited
        interest less expense and mortality charges and withdrawals.

        Equitable Life issues certain variable annuity products with a GMDB
        feature. Equitable Life also issues certain variable annuity products
        that contain a GMIB feature which, if elected by the policyholder after
        a stipulated waiting period from contract issuance, guarantees a minimum
        lifetime annuity based on predetermined annuity purchase rates that may
        be in excess of what the contract account value can purchase


                                      F-14
<PAGE>

        at then-current annuity purchase rates. This minimum lifetime annuity is
        based on predetermined annuity purchase rates applied to a guaranteed
        minimum income benefit base. The risk associated with the GMDB and GMIB
        features is that a protracted under-performance of the financial markets
        could result in GMDB and GMIB benefits being higher than what
        accumulated policyholder account balances would support. Reserves for
        GMDB and GMIB obligations are calculated on the basis of actuarial
        assumptions related to projected benefits and related contract charges
        generally over the lives of the contracts using assumptions consistent
        with those used in estimating gross profits for purposes of amortizing
        DAC. The determination of this estimated liability is based on models
        which involve numerous estimates and subjective judgments, including
        those regarding expected market rates of return and volatility, contract
        surrender rates, mortality experience, and, for GMIB, GMIB election
        rates. Assumptions regarding Separate Account performance used for
        purposes of this calculation are set using a long-term view of expected
        average market returns by applying a reversion to the mean approach,
        consistent with that used for DAC amortization. There can be no
        assurance that ultimate actual experience will not differ from
        management's estimates.

        The GMIB reinsurance contracts are considered derivatives under SFAS No.
        133 and, therefore, are required to be reported in the balance sheet at
        their fair value. GMIB fair values are reported in the consolidated
        balance sheets in Other assets. Changes in GMIB fair values are
        reflected in Commissions, fees and other income in the consolidated
        statements of earnings. Since there is no readily available market for
        GMIB reinsurance contracts, the determination of their fair values is
        based on models which involve numerous estimates and subjective
        judgments including those regarding expected market rates of return and
        volatility, GMIB election rates, contract surrender rates and mortality
        experience. There can be no assurance that ultimate actual experience
        will not differ from management's estimates.

        For reinsurance contracts other than those covering GMIB exposure,
        reinsurance recoverable balances are calculated using methodologies and
        assumptions that are consistent with those used to calculate the direct
        liabilities.

        For participating traditional life policies, future policy benefit
        liabilities are calculated using a net level premium method on the basis
        of actuarial assumptions equal to guaranteed mortality and dividend fund
        interest rates. The liability for annual dividends represents the
        accrual of annual dividends earned. Terminal dividends are accrued in
        proportion to gross margins over the life of the contract.

        For non-participating traditional life insurance policies, future policy
        benefit liabilities are estimated using a net level premium method on
        the basis of actuarial assumptions as to mortality, persistency and
        interest established at policy issue. Assumptions established at policy
        issue as to mortality and persistency are based on the Insurance Group's
        experience that, together with interest and expense assumptions,
        includes a margin for adverse deviation. 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 2.0% to 10.9% for life insurance liabilities and
        from 2.25% to 8.63% for annuity liabilities.

        Individual health benefit liabilities for active lives are estimated
        using the net level premium method and assumptions as to future
        morbidity, withdrawals and interest. Benefit liabilities for disabled
        lives are estimated using the present value of benefits method and
        experience assumptions as to claim terminations, expenses and interest.
        While management believes its disability income ("DI") reserves have
        been calculated on a reasonable basis and are adequate, there can be no
        assurance reserves will be sufficient to provide for future liabilities.

        Claim reserves and associated liabilities net of reinsurance ceded for
        individual DI and major medical policies were $69.9 million and $86.0
        million at December 31, 2003 and 2002, respectively. At December 31,
        2003 and 2002, respectively, $1,109.3 million and $1,088.9 million of DI
        reserves and associated liabilities were ceded through an indemnity
        reinsurance agreement principally with a single reinsurer (see Note 12).
        Incurred benefits (benefits paid plus changes in claim reserves) and
        benefits paid for individual DI and major medical policies are
        summarized as follows:

                                      F-15
<PAGE>

<TABLE>
<CAPTION>
                                                                  2003               2002                2001
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)

<S>                                                          <C>                 <C>                <C>
        Incurred benefits related to current year..........  $        33.8       $       36.6       $       44.0
        Incurred benefits related to prior years...........           (2.8)              (6.3)             (10.6)
                                                            -----------------   ----------------   -----------------
        Total Incurred Benefits............................  $        31.0       $       30.3       $       33.4
                                                            =================   ================   =================

        Benefits paid related to current year..............  $        12.1       $       11.5       $       10.7
        Benefits paid related to prior years...............           34.9               37.2               38.8
                                                            -----------------   ----------------   -----------------
        Total Benefits Paid................................  $        47.0       $       48.7       $       49.5
                                                            =================   ================   =================
</TABLE>

        Policyholders' Dividends
        ------------------------
        The amount of policyholders' dividends to be paid (including dividends
        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, 2003, participating policies, including those in the
        Closed Block, represent approximately 18.7% ($34.7 billion) of directly
        written life insurance in-force, net of amounts ceded.

        Separate Accounts
        -----------------
        Generally, Separate Accounts established under New York State Insurance
        Law 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 Separate Accounts
        assets exceed Separate Accounts liabilities. Assets and liabilities of
        the Separate Accounts represent the 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. Separate Accounts' assets and liabilities are shown on
        separate lines 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 readily 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 and are not reported in revenues in the
        consolidated statements of earnings. For 2003, 2002 and 2001, investment
        results of such Separate Accounts were losses of $(466.2) million,
        $(4,740.7) million and $(2,214.4) million, respectively.

        Deposits to Separate Accounts are reported as increases in Separate
        Accounts liabilities and are not reported in revenues. Mortality, policy
        administration and surrender charges on all Separate Accounts are
        included in revenues.

        Recognition of Investment Management Revenues and Related Expenses
        ------------------------------------------------------------------
        Commissions, fees and other income principally include Investment
        Management advisory and service fees. Investment Management advisory and
        services base fees, generally calculated as a percentage, referred to as
        "basis points", of assets under management for clients, are recorded as
        revenue as the related services are performed; they include brokerage
        transactions charges of Sanford C. Bernstein & Co., LLC ("SCB LLC"), a
        wholly owned subsidiary of Alliance, for substantially all private
        client transactions and certain institutional investment management
        client transactions. Certain investment advisory contracts provide for a
        performance fee, in addition to or in lieu of a base fee, that is
        calculated as either a percentage of absolute investment results or a
        percentage of the related investment results in excess of a stated
        benchmark over a specified period of time. Performance fees are recorded
        as revenue at the end of the measurement period. Transaction charges
        earned and related expenses are recorded on a trade date basis.
        Distribution revenues and shareholder servicing fees are accrued as
        earned.

                                      F-16
<PAGE>

        Institutional research services revenue consists of brokerage
        transaction charges received by SCB LLC and Sanford C. Bernstein
        Limited, a wholly owned subsidiary of Alliance, for in-depth research
        and other services provided to institutional investors. Brokerage
        transaction charges earned and related expenses are recorded on a trade
        date basis.

        Sales commissions paid to financial intermediaries in connection with
        the sale of shares of open-end Alliance mutual funds sold without a
        front-end sales charge are capitalized as deferred sales commissions and
        amortized over periods not exceeding five and one-half years, the
        periods of time during which deferred sales commissions are generally
        recovered from distribution services fees received from those funds and
        from contingent deferred sales charges ("CDSC") received from
        shareholders of those funds upon the redemption of their shares. CDSC
        cash recoveries are recorded as reductions in unamortized deferred sales
        commissions when received. At December 31, 2003 and 2002, respectively,
        net deferred sales commissions totaled $387.2 million and $500.9 million
        and are included within Other assets. The estimated amortization expense
        of deferred sales commission, based on December 31, 2003 net balance for
        each of the next five years is approximately $386.0 million.

        Alliance's management tests the deferred sales commission asset for
        recoverability quarterly, or more often when events or changes in
        circumstances occur that could significantly increase the risk of
        impairment of the asset. Alliance's management determines recoverability
        by estimating undiscounted future cash flows to be realized from this
        asset, as compared to its recorded amount, as well as the estimated
        remaining life of the deferred sales commission asset over which
        undiscounted future cash flows are expected to be received. Undiscounted
        future cash flows consist of ongoing distribution services fees and
        CDSC. Distribution services fees are calculated as a percentage of
        average assets under management related to back-end load shares. CDSC is
        based on the lower of cost or current value, at the time of redemption,
        of back-end load shares redeemed and the point at which redeemed during
        the applicable minimum holding period under the mutual fund distribution
        system.

        Significant assumptions utilized to estimate future average assets under
        management of back-end load shares include expected future market levels
        and redemption rates. Market assumptions are selected using a long-term
        view of expected average market returns based on historical returns of
        broad market indices. Future redemption rate assumptions are determined
        by reference to actual redemption experience over the last five years.
        These assumptions are updated periodically. Estimates of undiscounted
        future cash flows and the remaining life of the deferred sales
        commission asset are made from these assumptions. Alliance's management
        considers the results of these analyses performed at various dates. If
        Alliance's management determines in the future that the deferred sales
        commission asset is not recoverable, an impairment condition would exist
        and a loss would be measured as the amount by which the recorded amount
        of the asset exceeds its estimated fair value. Estimated fair value is
        determined using Alliance's management's best estimate of future cash
        flows discounted to a present value amount. As such, given the
        volatility and uncertainty of capital markets and future redemption,
        Alliance's management believes these to be critical accounting
        estimates.

        Other Accounting Policies
        -------------------------

        In accordance with regulations of the Securities and Exchange Commission
        ("SEC"), securities with a fair value of $1.29 billion and $1.17 billion
        have been segregated in a special reserve bank custody account at
        December 31, 2003 and 2002, respectively for the exclusive benefit of
        securities broker-dealer or brokerage customers under Rule 15c3-3 under
        the Securities Exchange Act of 1934, as amended.

        Intangible assets include costs assigned to contracts of businesses
        acquired. These costs continue to be amortized on a straight-line basis
        over estimated useful lives of twenty years.

        Capitalized internal-use software is amortized on a straight-line basis
        over the estimated useful life of the software.

        The Holding Company and certain of its consolidated subsidiaries,
        including the Company, file a consolidated Federal income tax return.
        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

                                      F-17
<PAGE>

        statement carrying amounts and income tax bases of assets and
        liabilities using enacted income tax rates and laws.

        Minority interest subject to redemption rights represents the remaining
        32.6 million of private Alliance Units issued to former Bernstein
        shareholders in connection with Alliance's acquisition of Bernstein. The
        Holding Company agreed to provide liquidity to these former Bernstein
        shareholders after a two-year lock-out period which ended October 2002.
        The Company acquired 8.16 million of the former Bernstein shareholders'
        Alliance Units in 2002. The outstanding 32.6 million Alliance Units may
        be sold to the Holding Company at the prevailing market price over the
        remaining six years ending in 2009. Generally, not more than 20% of the
        original Alliance Units issued to the former Bernstein shareholders may
        be put to the Holding Company in any one annual period.

        The Company accounts for its stock option plans and other stock-based
        compensation plans 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,
        stock option awards result in compensation expense only if the current
        market price of the underlying stock exceeds the option strike price at
        the grant date. See Note 22 for the pro forma disclosures required by
        SFAS No. 123, "Accounting for Stock-Based Compensation," and SFAS No.
        148, "Accounting for Stock-Based Compensation-Transition and
        Disclosure".

                                      F-18
<PAGE>

3)      INVESTMENTS

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

<TABLE>
<CAPTION>
                                                                   Gross              Gross
                                              Amortized          Unrealized         Unrealized          Estimated
                                                 Cost              Gains              Losses            Fair Value
                                            ---------------   -----------------  -----------------   ---------------
                                                                         (In Millions)

<S>                                          <C>               <C>                <C>                <C>
        December 31, 2003
        -----------------
        Fixed Maturities:
          Available for Sale:
            Corporate.....................   $    20,653.7     $    1,726.2       $       84.7       $   22,295.2
            Mortgage-backed...............         3,837.0             57.0               17.4            3,876.6
            U.S. Treasury, government
              and agency securities.......           812.3             58.7                 .5              870.5
            States and political
              subdivisions................           188.2             14.1                2.0              200.3
            Foreign governments...........           248.4             45.9                 .3              294.0
            Redeemable preferred stock....         1,412.0            151.1                4.2            1,558.9
                                            ----------------- -----------------  -----------------  ----------------
              Total Available for Sale....   $    27,151.6     $    2,053.0       $      109.1       $   29,095.5
                                            ================= =================  =================  ================

        Equity Securities:
          Available for sale..............   $        11.6     $        1.2       $         .2       $       12.6
          Trading securities..............             1.9               .6                1.5                1.0
                                            ----------------- -----------------  -----------------  ----------------
        Total Equity Securities...........   $        13.5     $        1.8       $        1.7       $       13.6
                                            ================= =================  =================  ================

        December 31, 2002
        -----------------
        Fixed Maturities:
          Available for Sale:
            Corporate.....................   $    20,084.0     $    1,491.0       $      269.0       $   21,306.0
            Mortgage-backed...............         2,419.2             99.2                -              2,518.4
            U.S. Treasury, government
              and agency securities.......           895.5             84.1                -                979.6
            States and political
              subdivisions................           197.6             17.9                -                215.5
            Foreign governments...........           231.8             37.4                 .8              268.4
            Redeemable preferred stock....           923.7             71.4                4.1              991.0
                                            ----------------- -----------------  -----------------  ----------------
              Total Available for Sale....   $    24,751.8     $    1,801.0       $      273.9       $   26,278.9
                                            ================= =================  =================  ================

        Equity Securities:
          Available for sale..............   $        37.6     $        2.0       $        3.4       $       36.2
          Trading securities..............             3.3               .8                3.0                1.1
                                            ----------------- -----------------  -----------------  ----------------
        Total Equity Securities...........   $        40.9     $        2.8       $        6.4       $       37.3
                                            ================= =================  =================  ================
</TABLE>

        For publicly-traded fixed maturities and equity securities, estimated
        fair value is determined using quoted market prices. For fixed
        maturities without a readily ascertainable market value, the Company
        determines estimated fair values using a discounted cash flow approach,
        including provisions for credit risk, generally based on the assumption
        such securities will be held to maturity. 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, 2003 and 2002, securities without a readily ascertainable
        market value having an amortized cost of $4,462.1 million and $4,899.8
        million, respectively, had estimated fair values of $4,779.6 million and
        $5,137.2 million, respectively.

                                      F-19
<PAGE>

        The contractual maturity of bonds at December 31, 2003 is shown below:

<TABLE>
<CAPTION>
                                                                                        Available for Sale
                                                                                ------------------------------------
                                                                                   Amortized          Estimated
                                                                                     Cost             Fair Value
                                                                                ----------------   -----------------
                                                                                           (In Millions)

<S>                                                                              <C>                <C>
        Due in one year or less................................................  $      495.5       $      514.8
        Due in years two through five..........................................       4,981.3            5,386.0
        Due in years six through ten...........................................       9,760.8           10,595.8
        Due after ten years....................................................       6,665.0            7,163.4
        Mortgage-backed securities.............................................       3,837.0            3,876.6
                                                                                ----------------   -----------------
        Total..................................................................  $   25,739.6       $   27,536.6
                                                                                ================   =================
</TABLE>

        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 Company's management, with the assistance of its investment
        advisors, monitors the investment performance of its portfolio. This
        review process culminates with a quarterly review of certain assets by
        the Insurance Group's Investments Under Surveillance Committee that
        evaluates whether any investments are other than temporarily impaired.
        The review considers an analysis of individual credit metrics of each
        issuer as well as industry fundamentals and the outlook for the future.
        Based on the analysis, a determination is made as to the ability of the
        issuer to service its debt obligations on an ongoing basis. If this
        ability is deemed to be impaired, then the appropriate provisions are
        taken.

        The following table discloses fixed maturities (598 fixed maturities)
        that have been in a continuous unrealized loss position for less than a
        twelve month period and greater than a twelve month period as of
        December 31, 2003:

<TABLE>
<CAPTION>
                                       Less than 12 Months             12 Months or Longer                   Total
                                  -------------------------------  ----------------------------   ----------------------------
                                                        Gross                         Gross                          Gross
                                     Estimated       Unrealized     Estimated      Unrealized      Estimated      Unrealized
                                     Fair Value        Losses       Fair Value       Losses        Fair Value       Losses
                                    -------------   -------------  -------------  -------------   -------------  -------------
                                                                         (In Millions)

<S>                               <C>             <C>            <C>            <C>             <C>             <C>
   Fixed Maturities:
     Corporate.................   $     2,342.9   $       77.6   $       81.0   $        7.1    $    2,423.9    $      84.7
     Mortgage-backed...........         1,406.0           17.4            -              -           1,406.0           17.4
     U.S. Treasury,
       government and agency
       securities..............            28.3             .5            -              -              28.3             .5
     States and political
       subdivisions............            24.2            2.0            -              -              24.2            2.0
     Foreign governments.......             7.4             .3            1.0            -               8.4             .3
     Redeemable
       preferred stock.........            58.5            3.2           14.0            1.0            72.5            4.2
                                  --------------  -------------  -------------  --------------  -------------  ---------------

   Total Temporarily
     Impaired Securities ......   $     3,867.3   $      101.0   $       96.0   $        8.1    $    3,963.3   $      109.1
                                  ==============  =============  =============  ==============  =============  ===============
</TABLE>

        The Insurance Group's fixed maturity investment portfolio includes
        corporate high yield securities consisting of public high yield bonds,
        redeemable preferred stocks and directly negotiated debt in leveraged
        buyout transactions. The Insurance Group seeks to minimize the higher
        than normal credit risks associated with such securities by monitoring
        concentrations in any single issuer or a particular industry group.
        These corporate high yield securities are classified as other than
        investment grade by the various rating agencies, i.e., a rating below
        Baa3/BBB- 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, 2003, approximately


                                      F-20
<PAGE>

        $1,366.2 million or 5.3% of the $25,739.6 million aggregate amortized
        cost of bonds held by the Company was considered to be other than
        investment grade.

        At December 31, 2003, the carrying value of fixed maturities which are
        non-income producing for the twelve months preceding the consolidated
        balance sheet date was $53.0 million.

        The Insurance Group holds equity in limited partnership interests and
        other equity method investments that primarily invest in securities
        considered to be other than investment grade. The carrying values at
        December 31, 2003 and 2002 were $775.5 million and $683.0 million,
        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 $122.4
        million and $75.3 million at December 31, 2003 and 2002, respectively.
        Gross interest income on these loans included in net investment income
        aggregated $7.8 million, $5.3 million and $3.2 million in 2003, 2002 and
        2001, respectively. Gross interest income on restructured mortgage loans
        on real estate that would have been recorded in accordance with the
        original terms of such loans amounted to $10.0 million, $6.8 million and
        $4.2 million in 2003, 2002 and 2001, respectively.

        Impaired mortgage loans along with the related investment valuation
        allowances for losses follow:

<TABLE>
<CAPTION>
                                                                                         December 31,
                                                                            ----------------------------------------
                                                                                   2003                 2002
                                                                            -------------------  -------------------
                                                                                         (In Millions)

<S>                                                                          <C>                  <C>
        Impaired mortgage loans with investment valuation allowances.......  $        149.4       $        111.8
        Impaired mortgage loans without investment valuation allowances....            29.1                 20.4
                                                                            -------------------  -------------------
        Recorded investment in impaired mortgage loans.....................           178.5                132.2
        Investment valuation allowances....................................           (18.8)               (23.4)
                                                                            -------------------  -------------------
        Net Impaired Mortgage Loans........................................  $        159.7       $        108.8
                                                                            ===================  ===================
</TABLE>

        During 2003, 2002 and 2001, respectively, the Company's average recorded
        investment in impaired mortgage loans was $180.9 million, $138.1 million
        and $141.7 million. Interest income recognized on these impaired
        mortgage loans totaled $12.3 million, $10.0 million and $7.2 million for
        2003, 2002 and 2001, respectively.

        Mortgage loans on real estate are placed on nonaccrual status once
        management believes the collection of accrued interest is doubtful. Once
        mortgage loans on real estate are classified as nonaccrual loans,
        interest income is recognized under the cash basis of accounting and the
        resumption of the interest accrual would commence only after all past
        due interest has been collected or the mortgage loan on real estate has
        been restructured to where the collection of interest is considered
        likely. At December 31, 2003 and 2002, respectively, the carrying value
        of mortgage loans on real estate that had been classified as nonaccrual
        loans was $143.2 million and $91.1 million.

        The Insurance Group's investment in equity real estate is through direct
        ownership and through investments in real estate joint ventures. At
        December 31, 2003 and 2002, the carrying value of equity real estate
        held-for-sale amounted to $56.9 million and $107.7 million,
        respectively. For 2003, 2002 and 2001, respectively, real estate of $2.8
        million, $5.6 million and $64.8 million was acquired in satisfaction of
        debt. At December 31, 2003 and 2002, the Company owned $275.8 million
        and $268.8 million, respectively, of real estate acquired in
        satisfaction of debt of which $3.6 million and $2.7 million,
        respectively, are held as real estate joint ventures.

        Accumulated depreciation on real estate was $189.6 million and $163.6
        million at December 31, 2003 and 2002, respectively. Depreciation
        expense on real estate totaled $38.8 million, $18.0 million and $16.1
        million for 2003, 2002 and 2001, respectively.

                                      F-21
<PAGE>

        Investment valuation allowances for mortgage loans and equity real
        estate and changes thereto follow:

<TABLE>
<CAPTION>
                                                                        2003               2002                2001
                                                                  -----------------   ----------------   -----------------
                                                                                       (In Millions)

<S>                                                                <C>                 <C>                <C>
        Balances, beginning of year...........................     $        55.0       $       87.6       $      126.2
        Additions charged to income...........................              12.2               32.5               40.0
        Deductions for writedowns and
          asset dispositions..................................             (15.2)             (65.1)             (78.6)
        Deduction for transfer of real estate held-for-sale
          to real estate held for the production of income....             (31.5)               -                  -
                                                                  -----------------   ----------------   -----------------
        Balances, End of Year.................................     $        20.5       $       55.0       $       87.6
                                                                  =================   ================   =================

        Balances, end of year comprise:
          Mortgage loans on real estate.......................     $        18.8       $       23.4       $       19.3
          Equity real estate..................................               1.7               31.6               68.3
                                                                  -----------------   ----------------   -----------------
        Total.................................................     $        20.5       $       55.0       $       87.6
                                                                  =================   ================   =================
</TABLE>


4)      EQUITY METHOD INVESTMENTS

        Included in equity real estate or other equity investments, as
        appropriate, is the Company's interest in real estate joint ventures,
        limited partnership interests and investment companies accounted for
        under the equity method with a total carrying value of $896.9 million
        and $801.7 million, respectively, at December 31, 2003 and 2002. The
        Company's total equity in net earnings (losses) for these real estate
        joint ventures and limited partnership interests was $4.3 million,
        $(18.3) million and $(111.1) million, respectively, for 2003, 2002 and
        2001.

        Summarized below is the combined financial information only for those
        real estate joint ventures and for those 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 (6 and 7 individual ventures at December 31, 2003 and 2002,
        respectively) and the Company's carrying value and equity in net
        earnings for those real estate joint ventures and limited partnership
        interests:

<TABLE>
<CAPTION>
                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     2003                2002
                                                                                ----------------   -----------------
                                                                                           (In Millions)


<S>                                                                              <C>                <C>
        BALANCE SHEETS
        Investments in real estate, at depreciated cost........................  $       551.6      $       550.0
        Investments in securities, generally at estimated fair value...........          204.8              237.5
        Cash and cash equivalents..............................................           37.6               27.9
        Other assets...........................................................           22.8               32.2
                                                                                ----------------   -----------------
        Total Assets...........................................................  $       816.8      $       847.6
                                                                                ================   =================

        Borrowed funds - third party...........................................  $       259.7      $       264.7
        Other liabilities......................................................           19.5               19.2
                                                                                ----------------   -----------------
        Total liabilities......................................................          279.2              283.9
                                                                                ----------------   -----------------

        Partners' capital......................................................          537.6              563.7
                                                                                ----------------   -----------------
        Total Liabilities and Partners' Capital................................  $       816.8      $       847.6
                                                                                ================   =================

        The Company's Carrying Value in These Entities Included Above..........  $       168.8      $       172.3
                                                                                ================   =================
</TABLE>

                                      F-22
<PAGE>

<TABLE>
<CAPTION>
                                                                  2003               2002                2001
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)

<S>                                                          <C>                 <C>                <C>
        STATEMENTS OF EARNINGS
        Revenues of real estate joint ventures.............  $        95.6       $       98.4       $       95.6
        Net revenues (losses) of
          other limited partnership interests..............           26.0              (23.2)              29.8
        Interest expense - third party.....................          (18.0)             (19.8)             (11.5)
        Interest expense - the Company.....................            -                  -                  (.7)
        Other expenses.....................................          (61.7)             (59.3)             (58.2)
                                                            -----------------   ----------------   -----------------
        Net Earnings (Losses)..............................  $        41.9       $       (3.9)      $       55.0
                                                            =================   ================   =================

        The Company's Equity in Net Earnings of These
          Entities Included Above..........................  $         5.0       $       12.8       $       13.2
                                                            =================   ================   =================
</TABLE>


5)      NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)

        The sources of net investment income follows:

<TABLE>
<CAPTION>
                                                                  2003               2002                2001
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)

<S>                                                          <C>                 <C>                <C>
        Fixed maturities...................................  $     1,792.6       $    1,755.4       $    1,662.4
        Mortgage loans on real estate......................          279.5              314.8              361.6
        Equity real estate.................................          136.9              153.7              166.2
        Other equity investments...........................           49.3              (45.4)             (53.6)
        Policy loans.......................................          260.1              269.4              268.2
        Other investment income............................           66.8              114.1              216.6
                                                            -----------------   ----------------   -----------------

          Gross investment income..........................        2,585.2            2,562.0            2,621.4

          Investment expenses..............................         (198.3)            (184.8)            (217.1)
                                                            -----------------   ----------------   -----------------

        Net Investment Income..............................  $     2,386.9       $    2,377.2       $    2,404.3
                                                            =================   ================   =================
</TABLE>

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

<TABLE>
<CAPTION>
                                                                  2003               2002                2001
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)

<S>                                                          <C>                 <C>                <C>
        Fixed maturities...................................  $      (100.7)      $     (374.3)      $     (225.2)
        Mortgage loans on real estate......................            1.3                3.7              (11.4)
        Equity real estate.................................           26.8              101.5               34.5
        Other equity investments...........................            2.0                3.3              (13.0)
        Issuance and sales of Alliance Units...............            -                   .5               (2.3)
        Other..............................................            8.3              (13.2)              10.1
                                                            -----------------   ----------------   -----------------
          Investment Losses, Net...........................  $       (62.3)      $     (278.5)      $     (207.3)
                                                            =================   ================   =================
</TABLE>

        Writedowns of fixed maturities amounted to $193.2 million, $312.8
        million and $287.5 million for 2003, 2002 and 2001, respectively.
        Writedowns of mortgage loans on real estate and equity real estate
        amounted to $5.2 million and zero, respectively, for 2003 and $5.5
        million and $5.8 million, respectively, for 2002.

        For 2003, 2002 and 2001, respectively, proceeds received on sales of
        fixed maturities classified as available for sale amounted to $4,773.5
        million, $7,176.3 million and $7,372.3 million. Gross gains of $105.1
        million, $108.4 million and $156.2 million and gross losses of $39.5
        million, $172.9 million and $115.9 million, respectively, were realized
        on these sales. The change in unrealized investment gains (losses)
        related to fixed

                                      F-23
<PAGE>

        maturities classified as available for sale for 2003, 2002 and 2001
        amounted to $416.8 million, $1,047.8 million and $429.5 million,
        respectively.

        Net investment income in 2001 included realized gains of $27.1 million
        on sales of Credit Suisse Group common stock, which was designated as
        trading account securities and acquired in conjunction with the sale of
        Donaldson, Lufkin & Jenrette, Inc., formerly a majority owned
        subsidiary, in 2000.

        In 2003, 2002 and 2001, respectively, net unrealized holding gains
        (losses) on trading account equity securities of $2.1 million, $.5
        million, and $25.0 million were included in net investment income in the
        consolidated statements of earnings. These trading securities had a
        carrying value of $1.0 million and $1.1 million and costs of $1.9
        million and $3.3 million at December 31, 2003 and 2002, respectively.

        For 2003, 2002 and 2001, investment results passed through to certain
        participating group annuity contracts as interest credited to
        policyholders' account balances amounted to $76.5 million, $92.1 million
        and $96.7 million, respectively.

        Net unrealized investment gains (losses) included in the consolidated
        balance sheets as a component of accumulated other comprehensive income
        and the changes for the corresponding years, including Other
        Discontinued Operations on a line-by-line basis, follow:

<TABLE>
<CAPTION>
                                                                  2003               2002                2001
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)

<S>                                                          <C>                 <C>                <C>
        Balance, beginning of year.........................  $       681.1       $      215.5       $       12.9
        Changes in unrealized investment gains (losses)....          440.8            1,049.9              436.0
        Changes in unrealized investment (gains) losses
          attributable to:
            Participating group annuity contracts,
               Closed Block policyholder dividend
               obligation and other........................          (53.0)            (157.3)             (48.6)
            DAC............................................          (65.7)            (174.1)             (71.6)
            Deferred Federal income taxes..................         (110.4)            (252.9)            (113.2)
                                                            -----------------   ----------------   -----------------
        Balance, End of Year...............................  $       892.8       $      681.1       $      215.5
                                                            =================   ================   =================

<CAPTION>
                                                                      2003                2002              2001
                                                                -------------      ---------------    --------------
                                                                                   (In Millions)
<S>                                                          <C>                 <C>                <C>
        Balance, end of year comprises:
          Unrealized investment gains (losses) on:
            Fixed maturities...............................  $     2,015.7       $    1,572.0       $      496.0
            Other equity investments.......................            1.5               (1.5)               4.3
            Other..........................................          (28.1)             (22.2)              (1.9)
                                                            -----------------   ------------------ -----------------
              Total........................................        1,989.1            1,548.3              498.4
          Amounts of unrealized investment (gains) losses
            attributable to:
              Participating group annuity contracts,
                Closed Block policyholder dividend
                obligation and other.......................         (274.2)            (221.2)             (63.9)
              DAC..........................................         (339.7)            (274.0)             (99.9)
              Deferred Federal income taxes................         (482.4)            (372.0)            (119.1)
                                                            -----------------   ------------------ -----------------
        Total..............................................  $       892.8       $      681.1       $      215.5
                                                            =================   ================== =================
</TABLE>

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

                                      F-24
<PAGE>


 6)     ACCUMULATED OTHER COMPREHENSIVE INCOME

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

<TABLE>
<CAPTION>
                                                                  2003               2002                2001
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)

<S>                                                          <C>                 <C>                <C>
        Unrealized gains on investments....................  $       892.8       $      681.1       $      215.5
        Minimum pension liability..........................            -                  -                  (.1)
                                                            -----------------   ----------------   -----------------
        Total Accumulated Other
          Comprehensive Income.............................  $       892.8       $      681.1       $      215.4
                                                            =================   ================   =================
</TABLE>

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

<TABLE>
<CAPTION>
                                                                  2003               2002                2001
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)

<S>                                                          <C>                 <C>                <C>
        Net unrealized gains (losses) on investments:
          Net unrealized gains arising during
            the period.....................................  $       416.6       $    1,008.9       $      525.2
          Losses (gains) reclassified into net earnings
            during the period..............................           24.2               41.0              (89.2)
                                                            -----------------   ----------------   -----------------
        Net unrealized gains on investments................          440.8            1,049.9              436.0
        Adjustments for policyholders liabilities,
            DAC and deferred Federal income taxes..........         (229.1)            (584.3)            (233.4)
                                                            -----------------   ----------------   -----------------

        Change in unrealized gains, net of
            adjustments....................................          211.7              465.6              202.6
        Change in minimum pension liability................            -                   .1                -
                                                            -----------------   ----------------   -----------------
        Total Other Comprehensive Income...................  $       211.7       $      465.7       $      202.6
                                                            =================   ================   =================
</TABLE>


 7)     CLOSED BLOCK

        The excess of Closed Block liabilities over Closed Block assets
        (adjusted to exclude the impact of related amounts in accumulated other
        comprehensive income) represents the expected maximum future post-tax
        earnings from the Closed Block which would be recognized in income from
        continuing operations over the period the policies and contracts in the
        Closed Block remain in force. As of January 1, 2001, the Company has
        developed an actuarial calculation of the expected timing of the Closed
        Block earnings.

        If the actual cumulative earnings from the Closed Block are greater than
        the expected cumulative earnings, only the expected earnings will be
        recognized in net income. Actual cumulative earnings in excess of
        expected cumulative earnings at any point in time are recorded as a
        policyholder dividend obligation because they will ultimately be paid to
        Closed Block policyholders as an additional policyholder dividend unless
        offset by future performance that is less favorable than originally
        expected. If a policyholder dividend obligation has been previously
        established and the actual Closed Block earnings in a subsequent period
        are less than the expected earnings for that period, the policyholder
        dividend obligation would be reduced (but not below zero). If, over the
        period the policies and contracts in the Closed Block remain in force,
        the actual cumulative earnings of the Closed Block are less than the
        expected cumulative earnings, only actual earnings would be recognized
        in income from continuing operations. If the Closed Block has
        insufficient funds to make guaranteed policy benefit payments, such
        payments will be made from assets outside the Closed Block.

        Many expenses related to Closed Block operations, including amortization
        of DAC, are charged to operations outside of the Closed Block;
        accordingly, net revenues of the Closed Block do not represent the
        actual profitability of the Closed Block operations. Operating costs and
        expenses outside of the Closed Block are, therefore, disproportionate to
        the business outside of the Closed Block.


                                      F-25
<PAGE>

        Summarized financial information for the Closed Block is as follows:

<TABLE>
<CAPTION>
                                                                                  December 31,         December 31,
                                                                                      2003                 2002
                                                                                -----------------    -----------------
                                                                                            (In Millions)

<S>                                                                             <C>                  <C>
       CLOSED BLOCK LIABILITIES:
       Future policy benefits, policyholders' account balances
          and other...........................................................  $     8,972.1        $     8,997.3
       Policyholder dividend obligation.......................................          242.1                213.3
       Other liabilities......................................................          129.5                134.6
                                                                                -----------------    -----------------
       Total Closed Block liabilities.........................................        9,343.7              9,345.2
                                                                                -----------------    -----------------

       ASSETS DESIGNATED TO THE CLOSED BLOCK:
       Fixed maturities, available for sale, at estimated fair value
         (amortized cost of $5,061.0 and $4,794.0)............................        5,428.5              5,098.4
       Mortgage loans on real estate..........................................        1,297.6              1,456.0
       Policy loans...........................................................        1,384.5              1,449.9
       Cash and other invested assets.........................................          143.3                141.9
       Other assets...........................................................          199.2                219.9
                                                                                -----------------    -----------------
        Total assets designated to the Closed Block...........................        8,453.1              8,366.1
                                                                                -----------------    -----------------

       Excess of Closed Block liabilities over assets designated to
          the Closed Block....................................................          890.6                979.1

       Amounts included in accumulated other comprehensive income:
          Net unrealized investment gains, net of deferred Federal income
            tax of $43.9 and $31.8 and policyholder dividend obligation of
            $242.1 and $213.3.................................................           81.6                 59.1
                                                                                -----------------    -----------------

       Maximum Future Earnings To Be Recognized From Closed Block
          Assets and Liabilities..............................................  $       972.2        $     1,038.2
                                                                                =================    =================
</TABLE>

        Closed Block revenues and expenses were as follows:

<TABLE>
<CAPTION>
                                                                2003               2002                 2001
                                                           ----------------   ----------------   --------------------
                                                                                 (In Millions)



<S>                                                         <C>                <C>                <C>
      REVENUES:
      Premiums and other income..........................   $      508.5       $      543.8       $       571.5
      Investment income (net of investment
         expenses of $2.4, $5.4, and $3.0)...............          559.2              582.4               583.5
      Investment losses, net.............................          (35.7)             (47.0)              (42.3)
                                                           ----------------   ----------------   --------------------
      Total revenues.....................................        1,032.0            1,079.2             1,112.7
                                                           ----------------   ----------------   --------------------

      BENEFITS AND OTHER DEDUCTIONS:
      Policyholders' benefits and dividends..............          924.5              980.2             1,009.3
      Other operating costs and expenses.................            4.0                4.4                 4.7
                                                           ----------------   ----------------   --------------------
      Total benefits and other deductions................          928.5              984.6             1,014.0
                                                           ----------------   ----------------   --------------------

      Net revenues before Federal income taxes...........          103.5               94.6                98.7
      Federal income taxes...............................          (37.5)             (34.7)              (36.2)
                                                           ----------------   ----------------   --------------------
      Net Revenues.......................................   $       66.0       $       59.9       $        62.5
                                                           ================   ================   ====================
</TABLE>

                                      F-26
<PAGE>

        Reconciliation of the policyholder dividend obligation is as follows:

<TABLE>
<CAPTION>
                                                                                             December 31,
                                                                                ------------------------------------
                                                                                     2003                2002
                                                                                ----------------   -----------------
                                                                                           (In Millions)

<S>                                                                              <C>                <C>
        Balance at beginning of year...........................................  $       213.3      $        47.1
        Unrealized investment gains............................................           28.8              166.2
                                                                                ----------------   -----------------
        Balance at End of Year ................................................  $       242.1      $       213.3
                                                                                ================   =================
</TABLE>

        Impaired mortgage loans along with the related investment valuation
        allowances follows:

<TABLE>
<CAPTION>
                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     2003                2002
                                                                                ----------------   -----------------
                                                                                           (In Millions)

<S>                                                                              <C>                <C>
        Impaired mortgage loans with investment valuation allowances...........  $        58.3      $        18.6
        Impaired mortgage loans without investment valuation allowances........            5.8                 .9
                                                                                ----------------   -----------------
        Recorded investment in impaired mortgages..............................           64.1               19.5
        Investment valuation allowances........................................           (3.7)              (4.0)
                                                                                ----------------   -----------------
        Net Impaired Mortgage Loans............................................  $        60.4      $        15.5
                                                                                ================   =================
</TABLE>

        During 2003, 2002 and 2001, the Closed Block's average recorded
        investment in impaired mortgage loans was $51.9 million, $26.0 million
        and $30.8 million, respectively. Interest income recognized on these
        impaired mortgage loans totaled $2.7 million, $2.1 million and $1.2
        million for 2003, 2002 and 2001, respectively.

        Valuation allowances amounted to $3.6 million and $3.9 million on
        mortgage loans on real estate and $.1 million and $.1 million on equity
        real estate at December 31, 2003 and 2002, respectively. Writedowns of
        fixed maturities amounted to $37.8 million, $40.0 million and $30.8
        million for 2003, 2002 and 2001, respectively, including $23.3 million
        in fourth quarter 2001.


8)       OTHER DISCONTINUED OPERATIONS

        Summarized financial information for Other Discontinued Operations
        follows:

<TABLE>
<CAPTION>
                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    2003                 2002
                                                                              -----------------    -----------------
                                                                                          (In Millions)

<S>                                                                            <C>                  <C>
        BALANCE SHEETS
        Fixed maturities, available for sale, at estimated fair value
          (amortized cost of $644.7 and $677.8)..............................  $      716.4         $      722.7
        Equity real estate...................................................         198.2                203.7
        Mortgage loans on real estate........................................          63.9                 87.5
        Other equity investments.............................................           7.5                  9.4
        Other invested assets................................................            .2                   .2
                                                                              -----------------    -----------------
          Total investments..................................................         986.2              1,023.5
        Cash and cash equivalents............................................          63.0                 31.0
        Other assets.........................................................         110.9                126.5
                                                                              -----------------    -----------------
        Total Assets.........................................................  $    1,160.1         $    1,181.0
                                                                              =================    =================

        Policyholders liabilities............................................  $      880.3         $      909.5
        Allowance for future losses..........................................         173.4                164.6
        Other liabilities....................................................         106.4                106.9
                                                                              -----------------    -----------------
        Total Liabilities....................................................  $    1,160.1         $    1,181.0
                                                                              =================    =================
</TABLE>

                                      F-27
<PAGE>

<TABLE>
<CAPTION>
                                                                  2003               2002                2001
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
<S>                                                          <C>                 <C>                <C>
        STATEMENTS OF EARNINGS
        Investment income (net of investment
          expenses of $21.0, $18.1 and $25.3)..............  $        70.6       $       69.7       $       91.6
        Investment gains (losses), net.....................            5.4               34.2               33.6
        Policy fees, premiums and other income.............            -                   .2                 .2
                                                            -----------------   ----------------   -----------------
        Total revenues.....................................           76.0              104.1              125.4

        Benefits and other deductions......................           89.4               98.7              100.7
        (Losses charged) earnings credited to allowance
          for future losses................................          (13.4)               5.4               24.7
                                                            -----------------   ----------------   -----------------

        Pre-tax loss from operations.......................            -                  -                  -
        Pre-tax earnings from releasing the allowance
          for future losses................................            5.2                8.7               46.1
        Federal income tax expense.........................           (1.8)              (3.1)              (2.2)
                                                            -----------------   ----------------   -----------------

        Earnings from Discontinued Operations..............  $         3.4       $        5.6       $       43.9
                                                            =================   ================   =================
</TABLE>

        The Company's quarterly process for evaluating the allowance for future
        losses applies the current period's results of 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, investment and benefit cash flow projections are
        prepared. These updated assumptions and estimates resulted in a release
        of allowance in each of the three years presented.

        Valuation allowances of $2.5 million and $4.9 million on mortgage loans
        on real estate were held at December 31, 2003 and 2002, respectively.
        During 2003, 2002 and 2001, discontinued operations' average recorded
        investment in impaired mortgage loans was $16.2 million, $25.3 million
        and $32.2 million, respectively. Interest income recognized on these
        impaired mortgage loans totaled $1.3 million, $2.5 million and $2.5
        million for 2003, 2002 and 2001, respectively.

        In 2001, Federal Income tax expense for discontinued operations
        reflected a $13.8 million reduction in taxes due to settlement of open
        tax years.


9)      VARIABLE ANNUITY CONTRACTS - GMDB AND GMIB

        Equitable Life issues certain variable annuity contracts with GMDB and
        GMIB features that guarantee either:

            a)  Return of Premium: the benefit is the greater of current account
                value or premiums paid (adjusted for withdrawals);

            b)  Ratchet: the benefit is the greatest of current account value,
                premiums paid (adjusted for withdrawals), or the highest account
                value on any anniversary up to contractually specified ages
                (adjusted for withdrawals);

            c)  Roll-Up: the benefit is the greater of current account value or
                premiums paid (adjusted for withdrawals) accumulated at
                contractually specified interest rates up to specified ages; or

            d)  Combo: the benefit is the greater of the ratchet benefit or the
                roll-up benefit.

        The following table summarizes the GMDB and GMIB liabilities, before
        reinsurance ceded, reflected in the General Account in future policy
        benefits and other policyholders liabilities in 2003:

                                      F-28
<PAGE>

<TABLE>
<CAPTION>
                                                                   GMDB               GMDB               Total
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)

<S>                                                          <C>                 <C>                <C>
        Balance at January 1, 2003.........................  $       128.4       $      117.5       $      245.9
          Paid guarantee benefits..........................          (65.6)               -                (65.6)
          Other changes in reserve.........................            6.5              (31.9)             (25.4)
                                                            -----------------   ----------------   -----------------
        Balance at December 31, 2003.......................  $        69.3       $       85.6       $      154.9
                                                            =================   ================   =================
</TABLE>

        Related GMDB reinsurance ceded amounts were:

<TABLE>
<CAPTION>
                                                                     GMDB
                                                            ---------------------
                                                                (In Millions)

<S>                                                          <C>
        Balance at December 31, 2002.......................  $        21.5
          Paid guarantee benefits ceded....................          (18.5)
          Other changes in reserve.........................           14.2
                                                            ---------------------
        Balance at December 31, 2003.......................  $        17.2
                                                            =====================
</TABLE>

        The GMIB reinsurance contracts are considered derivatives and are
        reported at fair value; see Note 16.

        The December 31, 2003 values for those variable contracts with GMDB and
        GMIB features are presented in the following table. Since variable
        contracts with GMDB guarantees may also offer GMIB guarantees in each
        contract, the GMDB and GMIB amounts listed are not mutually exclusive:

<TABLE>
<CAPTION>

                                                   Return
                                                     of
                                                   Premium       Ratchet         Roll-Up         Combo            Total
                                                -------------- -------------  --------------  -------------   --------------
                                                                        (Dollars In Millions)

<S>                                             <C>            <C>            <C>             <C>           <C>
       GMDB:
         Account value (1)...................   $     26,849   $    5,332     $    8,030      $   6,160      $   46,371
         Net amount at risk, gross...........   $      2,108   $      942     $    2,112      $      10      $    5,172
         Net amount at risk, net of amounts
           reinsured.........................   $      2,104   $      631     $    1,281      $      10      $    4,026
         Average attained age of
           Contractholders...................           49.5         59.6           61.7           59.8            51.7
         Percentage of contractholders
           over age 70.......................            7.1         20.9           25.8           20.3            10.3
         Range of guaranteed minimum return
           rates............................              N/A         N/A           3%-6%          3%-6%            N/A

       GMIB:
         Account value (2)...................             N/A         N/A     $    5,763      $   8,589      $   14,352
         Net amount at risk, gross...........             N/A         N/A     $      442      $     -        $      442
         Net amount at risk, net of amounts
           reinsured.........................             N/A         N/A     $      110      $     -        $      110
         Weighted average years remaining
           until annuitization..............              N/A         N/A            4.6            9.8             7.2
         Range of guaranteed minimum return
           rates............................              N/A         N/A           3%-6%          3%-6%           3%-6%
</TABLE>

        (1) Included General Account balances of $11,379 million, $199 million,
            $182 million and $380 million, respectively, for a total of $12,140
            million.

        (2) Included General Account balances of $3 million and $568 million,
            respectively, for a total of $571 million.

                                      F-29
<PAGE>

        For contracts with the GMDB feature, the net amount at risk in the event
        of death is the amount by which the GMDB benefits exceed related account
        values.

        For contracts with the GMIB feature, the net amount at risk in the event
        of annuitization is defined as the amount by which the present value of
        the GMIB benefits exceeds related account values, taking into account
        the relationship between current annuity purchase rates and the GMIB
        guaranteed annuity purchase rates.

        In third quarter 2003, Equitable Life initiated a program to hedge
        certain risks associated with the GMDB feature of the Accumulator series
        of annuity products sold beginning April 2002. At December 31, 2003,
        contracts with these features had a total account value and net amount
        at risk of $13,008 million and $17 million, respectively. This program
        currently utilizes exchange-traded, equity-based futures contracts that
        are dynamically managed in an effort to reduce the economic impact of
        unfavorable changes in GMDB exposure attributable to movements in the
        equity markets.


10)     SHORT-TERM AND LONG-TERM DEBT

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

<TABLE>
<CAPTION>
                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    2003                 2002
                                                                              -----------------    -----------------
                                                                                          (In Millions)

<S>                                                                            <C>                  <C>
        Short-term debt:
        Promissory note, 1.53% ..............................................  $      248.3         $      248.3
        Other................................................................           -                   22.0
                                                                              -----------------    -----------------
        Total short-term debt................................................         248.3                270.3
                                                                              -----------------    -----------------

        Long-term debt:
        Equitable Life:
          Surplus notes, 6.95%, due 2005.....................................         399.8                399.8
          Surplus notes, 7.70%, due 2015.....................................         199.8                199.7
                                                                              -----------------    -----------------
              Total Equitable Life...........................................         599.6                599.5
                                                                              -----------------    -----------------

        Alliance:
          Senior Notes, 5.625%, due 2006.....................................         398.8                398.4
          Other..............................................................           6.5                  6.5
                                                                              -----------------    -----------------
              Total Alliance.................................................         405.3                404.9
                                                                              -----------------    -----------------

        Total long-term debt.................................................       1,004.9              1,004.4
                                                                              -----------------    -----------------

        Total Short-term and Long-term Debt..................................  $    1,253.2         $    1,274.7
                                                                              =================    =================
</TABLE>

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

        Equitable Life has a $350.0 million 5 year bank credit facility. The
        interest rates are based on external indices dependent on the type of
        borrowing ranging from 1.34% to 4.0%. No amounts were outstanding under
        this credit facility at December 31, 2003.

        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 $350.0 million bank credit facility. At December 31,
        2003, no amounts were outstanding under this program.

        Equitable Life has a $350.0 million, one year promissory note, of which
        $101.7 million is included within Other Discontinued Operations. The
        promissory note, which matures in March 2004, is related to wholly owned
        real estate. Certain terms of the promissory note, such as interest rate
        and maturity date, are negotiated annually.

                                      F-30
<PAGE>

        At December 31, 2003 and 2002, respectively, the Company had pledged
        real estate of $309.8 million and $322.9 million as collateral for
        certain short-term debt.

        Since 1998, Alliance has had a $425.0 million commercial paper program.
        In September 2002, Alliance entered into an $800.0 million five-year
        revolving credit facility with a group of commercial banks and other
        lenders that replaced three credit facilities aggregating
        $875.0 million.Of the $800.0 million total, $425.0 million is intended
        to provide back-up liquidity for Alliance's commercial paper program,
        with the balance available for general purposes, including capital
        expenditures and funding the payments of sales commissions to
        financial intermediaries. 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. The credit facility also provides for a facility fee payable
        on the total facility. In addition, a utilization rate fee is payable in
        the event the average aggregate daily outstanding balance exceeds $400.0
        million for each calendar quarter. The revolving credit facility
        contains covenants that, among other things, require Alliance to meet
        certain financial ratios. Alliance was in compliance with the covenants
        at December 31, 2003. At December 31, 2003, no borrowings were
        outstanding under Alliance's commercial paper program or revolving
        credit facilities.

        Since December 1999, Alliance has maintained a $100.0 million extendible
        commercial notes ("ECN") program as a supplement to its $425.0 million
        commercial paper program. ECNs are short-term uncommitted debt
        instruments that do not require back-up liquidity support. At December
        31, 2003, no borrowings were outstanding under the ECN program.

        Long-term Debt
        -------------

        At December 31, 2003, the Company was in compliance with all debt
        covenants.

        At December 31, 2003, aggregate maturities of the long-term debt based
        on required principal payments at maturity were $400.0 million for 2005,
        $406.5 million for 2006, zero for 2007, zero for 2008 and $200.1 million
        thereafter.

        Under its shelf registration, Alliance may issue up to $600.0 million in
        senior debt securities. In August 2001, Alliance issued $400.0 million
        5.625% notes in a public offering. These Alliance notes mature in 2006
        and are redeemable at any time. The proceeds from the Alliance notes
        were used to reduce commercial paper and credit facility borrowings and
        for other general partnership purposes.


11)     FEDERAL INCOME TAXES

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

<TABLE>
<CAPTION>
                                                                  2003               2002                2001
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)

<S>                                                          <C>                 <C>                <C>
        Federal income tax expense:
          Current expense (benefit)........................  $       112.5       $     (400.0)      $      (38.2)
          Deferred expense.................................          128.0              450.9              354.4
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       240.5       $       50.9       $      316.2
                                                            =================   ================   =================
</TABLE>

        The Federal income taxes attributable to consolidated operations are
        different from the amounts determined by multiplying the earnings before
        Federal income taxes and minority interest by the expected Federal
        income tax rate of 35%. The sources of the difference and their tax
        effects follow:

                                      F-31
<PAGE>

<TABLE>
<CAPTION>
                                                                  2003               2002                2001
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)

<S>                                                          <C>                 <C>                <C>
        Expected Federal income tax expense................  $       332.6       $      360.0       $      452.5
        Minority interest..................................          (58.7)            (128.3)            (126.9)
        Separate Account investment activity...............          (29.1)            (159.3)               -
        Non-taxable investment income......................          (20.8)               3.4               (1.6)
        Non deductible penalty.............................           14.8                -                  -
        Adjustment of tax audit reserves...................           (9.9)             (34.2)             (28.2)
        Other..............................................           11.6                9.3               20.4
                                                            -----------------   ----------------   -----------------
        Federal Income Tax Expense.........................  $       240.5       $       50.9       $      316.2
                                                            =================   ================   =================
</TABLE>

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

<TABLE>
<CAPTION>
                                                       December 31, 2003                  December 31, 2002
                                                ---------------------------------  ---------------------------------
                                                    Assets         Liabilities         Assets         Liabilities
                                                ---------------  ----------------  ---------------   ---------------
                                                                           (In Millions)

<S>                                              <C>              <C>               <C>               <C>
        Compensation and related benefits......  $       -        $      271.8      $        -        $     244.2
        Reserves and reinsurance...............        801.9               -               646.2              -
        DAC....................................          -             1,855.6               -            1,680.5
        Unrealized investment gains............          -               482.4               -              372.0
        Investments............................          -               525.3               -              138.6
        Other..................................          6.7               -                 -               68.2
                                                ---------------  ----------------  ---------------   ---------------
        Total..................................  $     808.6      $    3,135.1      $      646.2      $   2,503.5
                                                ===============  ================  ===============   ===============
</TABLE>


        In 2002, the Company recorded a $144.3 million benefit resulting from
        the favorable treatment of certain tax matters related to Separate
        Account investment activity arising during the 1997-2001 tax years and a
        settlement with the Internal Revenue Service (the "IRS") with respect to
        such tax matters for the 1992-1996 tax years.

        In January 2003, the IRS commenced an examination of the AXA Financial's
        consolidated Federal income tax returns, which includes the Company, for
        the years 1997 through 2001. Management believes this audit will have no
        material adverse effect on the Company's consolidated results of
        operations or financial position.


12)     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:

                                      F-32
<PAGE>

<TABLE>
<CAPTION>
                                                                  2003               2002                2001
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)

<S>                                                          <C>                 <C>                <C>
        Direct premiums....................................  $       913.8       $      954.6       $      990.0
        Reinsurance assumed................................          153.2              181.4              203.0
        Reinsurance ceded..................................         (177.6)            (190.8)            (173.1)
                                                            -----------------   ----------------   -----------------
        Premiums...........................................  $       889.4       $      945.2       $    1,019.9
                                                            =================   ================   =================

        Universal Life and Investment-type Product
          Policy Fee Income Ceded..........................  $       100.3       $       96.6       $       86.9
                                                            =================   ================   =================
        Policyholders' Benefits Ceded......................  $       390.9       $      346.3       $      370.3
                                                            =================   ================   =================
        Interest Credited to Policyholders' Account
          Balances Ceded...................................  $        49.7       $       54.6       $       50.4
                                                            =================   ================   =================
</TABLE>

        During the first quarter of 2003, the Insurance Group began to
        transition to excess of retention reinsurance on most new variable life,
        universal life and term life policies whereby mortality risk will be
        retained up to a maximum of $15 million on single-life policies and $20
        million on second-to-die policies with the excess 100% reinsured.
        Previously the Insurance Group ceded 90% of mortality risk on
        substantially all new variable life, universal life and term life
        policies, with risk retained to a maximum of $5 million on single-life
        policies, and $15 million on second-to-die policies. Substantially all
        other in-force business above the joint survivorship and single life
        policies retention limit is reinsured. The Insurance Group also
        reinsures the entire risk on certain substandard underwriting risks and
        in certain other cases.

        At December 31, 2003, Equitable Life had reinsured in the aggregate
        approximately 22% of its current exposure to the GMDB obligation on
        annuity contracts in-force and, subject to certain maximum amounts or
        caps in any one period, approximately 75% of its current liability
        exposure resulting from the GMIB feature.

        At December 31, 2003 and 2002, respectively, reinsurance recoverables
        related to insurance contracts amounted to $2,460.4 million and $2,351.7
        million, of which $1,069.8 million and $1,049.2 million relates to one
        specific reinsurer. Reinsurance payables related to insurance contracts
        amounting to $936.5 million and $867.5, respectively million are
        included in Other liabilities in the consolidated balance sheets.

        Based on management's estimates of future contract cash flows and
        experience, the estimated fair values of the GMIB reinsurance contracts,
        considered derivatives under SFAS No. 133, at December 31, 2003 and 2002
        were $29.0 million and $120.0 million, respectively. The (decrease)
        increase in estimated fair value of $(91.0) million and $120.0 million
        for the years ended December 31, 2003 and 2002, respectively, were due
        primarily to significant equity market increases in 2003 and declines
        during 2002.

        The Insurance Group cedes 100% of its group life and health business to
        a third party insurer. Insurance liabilities ceded totaled $389.7
        million and $410.9 million at December 31, 2003 and 2002, respectively.

        In addition to the sale of insurance products, the Insurance Group acts
        as a professional retrocessionaire by assuming life and annuity
        reinsurance from professional reinsurers. The Insurance Group also
        assumes accident, health, aviation and space risks by participating in
        various reinsurance pools. Reinsurance assumed reserves at December 31,
        2003 and 2002 were $587.5 million and $572.8 million, respectively.


13)     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 uses a December 31
        measurement date for its plans.

        Generally, the Company's funding policy is to make the minimum
        contribution required by the Employee Retirement Income Security Act of
        1974 ("ERISA"). The Company made cash contributions in 2002 to the



                                      F-33
<PAGE>

        qualified plans of $348.2 million. The Company's cash contributions to
        the qualified plans for the year ended 2004 is estimated to be $1.4
        million, reflecting the amount needed to satisfy its minimum funding
        requirements.

        Components of net periodic pension expense (credit) follow:

<TABLE>
<CAPTION>
                                                                  2003               2002                2001
                                                            -----------------   ----------------   ------------------
                                                                                 (In Millions)

<S>                                                          <C>                 <C>                <C>
        Service cost.......................................  $        31.8       $       32.1       $       32.1
        Interest cost on projected benefit obligations.....          122.6              125.3              128.8
        Expected return on assets..........................         (173.9)            (181.8)            (218.7)
        Net amortization and deferrals.....................           53.4                6.4                 .1
                                                            -----------------   ----------------   ------------------
        Net Periodic Pension Credit........................  $        33.9       $      (18.0)      $      (57.7)
                                                            =================   ================   ==================
</TABLE>

        The projected benefit obligations under the pension plans were comprised
        of:

<TABLE>
<CAPTION>
                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     2003                2002
                                                                                ----------------   -----------------
                                                                                           (In Millions)

<S>                                                                              <C>                <C>
        Benefit obligations, beginning of year.................................  $    1,883.9       $    1,812.3
        Service cost...........................................................          26.8               27.1
        Interest cost..........................................................         122.6              125.3
        Actuarial losses.......................................................         113.5               42.5
        Benefits paid..........................................................        (133.5)            (123.3)
                                                                                ----------------   -----------------
        Benefit Obligation, End of Year........................................  $    2,013.3       $    1,883.9
                                                                                ================   =================
</TABLE>

        The change in plan assets and the funded status of the pension plans
        were as follows:

<TABLE>
<CAPTION>
                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     2003                2002
                                                                                ----------------   -----------------
                                                                                           (In Millions)

<S>                                                                              <C>                <C>
        Plan assets at fair value, beginning of year...........................  $    1,785.4       $    1,845.3
        Actual return on plan assets...........................................         359.7             (278.2)
        Contributions..........................................................          10.0              348.2
        Benefits paid and fees.................................................        (140.0)            (129.9)
                                                                                ----------------   -----------------
        Plan assets at fair value, end of year.................................       2,015.1            1,785.4
        Projected benefit obligations..........................................       2,013.3            1,883.9
                                                                                ----------------   -----------------
        Excess of plan assets over projected benefit obligations...............           1.8              (98.5)
        Unrecognized prior service cost........................................         (34.8)             (40.0)
        Unrecognized net loss from past experience different
          from that assumed....................................................         904.3            1,033.9
        Unrecognized net asset at transition...................................          (1.3)              (1.5)
                                                                                ----------------   -----------------
        Prepaid Pension Cost, Net..............................................  $      870.0       $      893.9
                                                                                ================   =================
</TABLE>

        The aggregate accumulated benefit obligation and fair value of plan
        assets for pension plans with accumulated benefit obligations in excess
        of plan assets were $51.1 million and $37.3 million, respectively, at
        December 31, 2003 and $42.0 million and $24.2 million, respectively, at
        December 31, 2002.

        The following table discloses the estimated fair value of plan assets
        and the percentage of estimated fair value to total plan assets:

                                      F-34
<PAGE>

<TABLE>
<CAPTION>
                                                                              December 31,
                                                          -----------------------------------------------------------
                                                                   2003                             2002
                                                          -----------------------------------------------------------
                                                                                  (In Millions)
                                                                Estimated                        Estimated
                                                                Fair Value            %          Fair Value      %
                                                          ------------------------ -------  -----------------  ------

<S>                                                        <C>                       <C>     <C>                 <C>
        Corporate and government debt securities.......    $       438.2             21.7    $      551.3        30.9
        Equity securities..............................          1,387.4             68.9           793.9        44.5
        Equity real estate ............................            184.8              9.2           180.2        10.1
        Short-term investments.........................              2.1               .1           258.6        14.5
        Other..........................................              2.6               .1             1.4         -
                                                          ------------------------          -------------------
                    Total Plan Assets..................    $     2,015.1                     $    1,785.4
                                                          ========================          ===================
</TABLE>

        The asset mix is designed to meet, and, if possible, exceed the
        long-term rate-of-return assumptions for benefit obligations. The asset
        allocation is designed with a long-term investment horizon, based on
        target investment of 65% equities, 25% fixed income and 10% real estate.
        Emphasis is given to equity investments, given their high expected rate
        of return. Fixed income investments are included to provide less
        volatile return. Real Estate investments offer diversity to the total
        portfolio and long-term inflation protection.

        The primary investment objective of the plan is to maximize return on
        assets, giving consideration to prudent risk, in order to minimize net
        periodic cost. A secondary investment objective is to minimize variation
        in annual net periodic pension cost over the long term and to fund as
        much of the future liability growth as practical. Specifically, a
        reasonable total rate of return is defined as income plus realized and
        unrealized capital gains and losses such that the growth in projected
        benefit obligation is less than the return on investments plus the
        Company's contributions.

        The following table discloses the weighted-average assumptions used to
        determine the pension benefit obligations and net periodic pension cost
        at and for the years ended December 31, 2003 and 2002:

<TABLE>
<CAPTION>
                                                                                       Equitable Life
                                                                               --------------------------------
                                                                                   2003               2002
                                                                                   ----               ----
<S>                                                                               <C>                <C>
       Discount rate:
       Benefit obligation.................................................        6.25%              6.75%
       Periodic cost......................................................        6.75%              7.25%

       Rate of compensation increase:
       Benefit obligation and periodic cost...............................        5.78%              6.73%

       Expected long-term rate of return on plan assets (periodic cost)...         8.5%               9.0%
</TABLE>

        As noted above, the pension plan's target asset allocation is 65%
        equities, 25% fixed maturities, and 10% real estate. The Company
        reviewed the historical investment returns for these asset classes.
        Based on that analysis, management concluded that a long-term expected
        rate of return of 8.5% is reasonable.

        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 $24.5 million,
        $26.0 million and $27.3 million for 2003, 2002 and 2001, respectively.

        On December 8, 2003, the Medicare Prescription Drug, Improvement and
        Modernization Act of 2003 (the "2003 Medicare Act") was signed into law.
        It introduces a prescription drug benefit under Medicare Part D as well
        as a Federal subsidy to employers whose plans provide an "actuarially
        equivalent" prescription drug benefit. While the Company expects its
        postretirement prescription drug benefit program will qualify for this
        subsidy, detailed regulations necessary to implement and administer the
        2003 Medicare Act have not yet been issued. Similarly, certain
        accounting issues raised by the Medicare Act are pending further
        discussion and resolution by the FASB, thereby further reducing the
        likelihood at this time of producing a sufficiently reliable measure of
        the effects of the 2003 Medicare Act. Consequently, and in accordance
        with FASB Staff Position FAS 106-1, "Accounting and Disclosure
        Requirements Related to the Medicare Prescription Drug, Improvement and
        Modernization Act of 2003," measures of the accumulated postretirement
        benefits obligation and net periodic postretirement benefits costs, as
        presented in the consolidated financial statements

                                      F-35
<PAGE>

        and accompanying notes thereto, at and for the year ended December 31,
        2003, do not reflect the effects of the 2003 Medicare Act on the plan.
        This election to defer accounting for the effects of the 2003 Medicare
        Act generally will continue to apply until authoritative guidance on the
        accounting for the Federal subsidy is issued, at which time transition
        could result in a change to previously reported information.

        Alliance maintains several unfunded deferred compensation plans for the
        benefit of certain eligible employees and executives. The Capital
        Accumulation Plan was frozen on December 31, 1987 and no additional
        awards have been made. For the active plans, benefits vest over a period
        ranging from 3 to 8 years and are amortized as compensation and benefit
        expense. ACMC, Inc. ("ACMC"), a subsidiary of the Company, is obligated
        to make capital contributions to Alliance in amounts equal to benefits
        paid under the Capital Accumulation Plan and the contractual unfunded
        deferred compensation arrangements. In connection with the acquisition
        of Bernstein, Alliance agreed to invest $96.0 million per annum for
        three years to fund purchases of Alliance Holding units or an Alliance
        sponsored money market fund in each case for the benefit of certain
        individuals who were stockholders or principals of Bernstein or were
        hired to replace them. The Company has recorded compensation and benefit
        expenses in connection with these deferred compensation plans totaling
        $127.3 million, $101.4 million and $58.3 million for 2003, 2002 and
        2001, respectively (including $83.4 million and $63.7 million and $34.5
        million for 2003, 2002 and 2001, respectively, relating to the Bernstein
        deferred compensation plan).


14)     DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS

        The Insurance Group primarily uses derivatives for asset/liability risk
        management, for hedging individual securities and to reduce the
        Insurance Group's exposure to interest rate fluctuations. Similarly, the
        Holding Company utilizes derivatives to reduce the fixed interest cost
        of its long-term debt obligations. Various derivative financial
        instruments are used to achieve these objectives, including interest
        rate caps and floors to hedge crediting rates on interest-sensitive
        individual annuity contracts, interest rate futures to protect against
        declines in interest rates between receipt of funds and purchase of
        appropriate assets, and interest rate swaps to modify the duration and
        cash flows of fixed maturity investments and long-term debt. In
        addition, the Company periodically enters into forward and futures
        contracts to hedge certain equity exposures, including the program to
        hedge certain risks associated with the GMDB feature of the Accumulator
        series of annuity products. At December 31, 2003, the Company's
        outstanding equity-based futures contracts were exchange-traded and net
        settled each day. Also, the Company has purchased reinsurance contracts
        to mitigate the risks associated with the impact of potential market
        fluctuations on future policyholder elections of GMIB features contained
        in certain annuity contracts issued by the Company. See Note 12.

        As described in Note 2, the Company adopted SFAS No. 133, as amended, on
        January 1, 2001. Consequently, all derivatives outstanding at December
        31, 2003 and 2002 are recognized on the balance sheet at their fair
        values. These amounts principally consist of interest rate floors that
        have a total fair value at December 31, 2003 of $9.7 million, excluding
        the estimated fair value of the GMIB reinsurance contracts. The
        outstanding notional amounts of derivative financial instruments
        purchased and sold were:

<TABLE>
<CAPTION>
                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     2003                2002
                                                                                ----------------   -----------------
                                                                                           (In Millions)
<S>                                                                              <C>                <C>
        Notional Amount by Derivative Type::
           Options:
               Caps............................................................  $        -         $    5,050
               Floors..........................................................      12,000              4,000
           Equity-based futures................................................         275                 50
                                                                                ----------------   -----------------
           Total...............................................................  $   12,275         $    9,100
                                                                                ================   =================
</TABLE>

        At December 31, 2003 and during the year then ended, there were no
        hybrid instruments that required bifurcation of an embedded derivative
        component under the provisions of SFAS No. 133.

        All gains and losses on derivative financial instruments utilized by the
        Company in 2003 and 2002 are reported in earnings. None of the
        derivatives were designated as qualifying hedges under SFAS No. 133. For
        2003 and 2002, respectively, investment results, principally in net
        investment income, included gross gains of




                                      F-36
<PAGE>

        $.6 million and $24.3 million and gross losses of $42.6 million and $7.7
        million that were recognized on derivative positions.

        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 values of off-balance-sheet financial instruments of the
        Insurance Group were not material at December 31, 2003 and 2002.

        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 fair values for variable deferred annuities and single premium
        deferred annuities, included in policyholders' account balances, are
        estimated as the discounted value of projected account values. Current
        account values are projected to the time of the next crediting rate
        review at the current crediting rates and are projected beyond that date
        at the greater of current estimated market rates offered on new policies
        or the guaranteed minimum crediting rate. Expected cash flows and
        projected account values are discounted back to the present at the
        current estimated market rates.

        Fair values for long-term debt are determined using published market
        values, where available, or contractual cash flows discounted at market
        interest rates. The estimated fair values for non-recourse mortgage debt
        are determined by discounting contractual cash flows at a rate which
        takes into account the level of current market interest rates and
        collateral risk. The estimated fair values for recourse mortgage debt
        are determined by discounting contractual cash flows at a rate based
        upon current interest rates of other companies with credit ratings
        similar to the Company. The Company's carrying value of short-term
        borrowings approximates their estimated fair value.

        The carrying value and estimated fair value for financial instruments
        not previously disclosed in Notes 3, 7, 8 and 10 are presented below:

                                      F-37
<PAGE>

<TABLE>
<CAPTION>
                                                                           December 31,
                                                --------------------------------------------------------------------
                                                              2003                               2002
                                                ---------------------------------  ---------------------------------
                                                   Carrying         Estimated         Carrying         Estimated
                                                    Value          Fair Value          Value           Fair Value
                                                ---------------  ----------------  ---------------   ---------------
                                                                           (In Millions)

<S>                                              <C>              <C>               <C>               <C>
        Consolidated:
        ------------
        Mortgage loans on real estate..........  $    3,503.1     $     3,761.7     $     3,746.2     $    4,070.1
        Other limited partnership interests....         775.5             775.5             683.0            683.0
        Policy loans...........................       3,894.3           4,481.9           4,035.6          4,728.2
        Policyholders liabilities:
          Investment contracts.................      16,817.0          17,245.9          14,555.0         15,114.9
        Long-term debt.........................       1,004.9           1,105.7           1,004.4          1,086.4

        Closed Block:
        ------------
        Mortgage loans on real estate..........  $    1,297.6     $     1,386.0     $     1,456.0     $    1,572.6
        Other equity investments...............          14.2              14.2              16.4             16.4
        Policy loans...........................       1,384.5           1,626.7           1,449.9          1,740.9
        SCNILC liability.......................          14.8              14.9              16.5             16.6

        Other Discontinued Operations:
        -----------------------------
        Mortgage loans on real estate..........  $       63.9     $        69.5     $        87.5     $       94.7
        Other equity investments...............           7.5               7.5               9.4              9.4
        Guaranteed interest contracts..........          17.8              16.3              18.3             17.0
        Long-term debt.........................         101.7             101.7             101.7            101.7
</TABLE>


15)     COMMITMENTS AND CONTINGENT LIABILITIES

        In addition to its debt and lease commitments discussed in Notes 10 and
        17, from time to time, the Company has provided certain guarantees or
        commitments to affiliates, investors and others. At December 31, 2003,
        these arrangements included commitments by the Company to provide equity
        financing of $342.6 million to certain limited partnerships under
        certain conditions. Management believes the Company will not incur
        material losses as a result of these commitments.

        Equitable Life is the obligor under certain structured settlement
        agreements it had entered into with unaffiliated insurance companies and
        beneficiaries. To satisfy its obligations under these agreements,
        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 need for Equitable Life to satisfy those obligations is remote.

        The Company had $169.9 million of letters of credit related to
        reinsurance of which no amounts were outstanding at December 31, 2003.

        In February 2002, Alliance signed a $125.0 million agreement with a
        commercial bank under which it guaranteed certain obligations of SCB LLC
        incurred in the ordinary course of its business in the event SCB LLC is
        unable to meet these obligations. At December 31, 2003, Alliance was not
        required to perform under the agreement and had no liability outstanding
        in connection with the agreement.


16)     LITIGATION

        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,




                                      F-38
<PAGE>

        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 EOC, like other life and health insurers, from time to
        time are involved in such litigations. Among litigations against
        Equitable Life, EVLICO and EOC of the type referred to in this paragraph
        are the litigations described in the following two paragraphs.

        In October 2000, an action entitled SHAM MALHOTRA, ET AL. V. THE
        EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, AXA ADVISORS, LLC
        AND EQUITABLE DISTRIBUTORS, INC. was commenced in the Supreme Court of
        the State of New York, County of Nassau. The action was brought by two
        individuals who purchased Equitable Life deferred annuity products. The
        action purports to be on behalf of a class consisting of all persons who
        purchased an individual deferred annuity contract or who received a
        certificate to a group deferred annuity contract, sold by one of the
        defendants, which was used to fund a contributory retirement plan or
        arrangement qualified for favorable income tax treatment; excluded from
        the class are officers, directors and agents of the defendants. The
        complaint alleges that the defendants engaged in fraudulent and
        deceptive practices in connection with the marketing and sale of
        deferred annuity products to fund tax-qualified contributory retirement
        plans. The complaint asserts claims for: deceptive business acts and
        practices in violation of the New York General Business Law ("GBL"); use
        of misrepresentations and misleading statements in violation of the New
        York Insurance Law; false or misleading advertising in violation of the
        GBL; fraud, fraudulent concealment and deceit; negligent
        misrepresentation; negligence; unjust enrichment and imposition of a
        constructive trust; declaratory and injunctive relief; and reformation
        of the annuity contracts. The complaint seeks injunctive and declaratory
        relief, an unspecified amount of compensatory and punitive damages,
        restitution for all members of the class, and an award of attorneys'
        fees, costs and expenses. In October 2000, the defendants removed the
        action to the United States District Court for the Eastern District of
        New York, and thereafter filed a motion to dismiss. Plaintiffs filed a
        motion to remand the case to state court. In September 2001, the
        District Court issued a decision granting defendants' motion to dismiss
        and denying plaintiffs' motion to remand, and judgment was entered in
        favor of the defendants. In October 2001, plaintiffs filed a motion
        seeking leave to reopen the case for the purpose of filing an amended
        complaint. In addition, plaintiffs filed a new complaint in the District
        Court, alleging a similar class and similar facts. The new complaint
        asserts causes of action for violations of Federal securities laws in
        addition to the state law causes of action asserted in the previous
        complaint. In January 2002, plaintiffs amended their new complaint in
        response to defendants' motion to dismiss and, subsequently, in March
        2002, defendants filed a motion to dismiss the amended complaint. In
        March 2003, the United States District Court for the Eastern District of
        New York: (i) granted plaintiffs' motion, filed October 2001, seeking
        leave to reopen their original case for the purpose of filing an amended
        complaint and accepted plaintiffs' proposed amended complaint, (ii)
        appointed the named plaintiffs as lead plaintiffs and their counsel as
        lead counsel for the putative class, (iii) consolidated plaintiffs'
        original action with their second action, which was filed in October
        2001, and (iv) ruled that the court would apply Equitable Life's motion
        to dismiss the amended complaint in the second action to the plaintiffs'
        amended complaint from the original action. In April 2003, plaintiffs
        filed a second amended complaint alleging violations of Sections 10(b)
        and 20(a) of the Securities Exchange Act of 1934, as amended
        (the "Exchange Act"). The action purports to be on behalf of a class
        consisting of all persons who on or after October 3, 1997 purchased an
        individual variable deferred annuity contract, received a certificate to
        a group variable deferred annuity contract or made an additional
        investment through such a contract, which contract was used to fund a
        contributory retirement plan or arrangement qualified for favorable
        income tax treatment. In May 2003, the defendants filed a motion to
        dismiss the second amended complaint and that motion is currently
        pending.

        The previously disclosed lawsuit, BRENDA MCEACHERN V. THE EQUITABLE LIFE
        ASSURANCE SOCIETY OF THE UNITED STATES AND GARY RAYMOND, JR., has been
        settled and dismissed with prejudice. In addition, all of the
        Mississippi Actions, including the agents' cross-claims, have been
        settled and dismissed with prejudice.

        In October 2000, an action entitled AMERICAN NATIONAL BANK AND TRUST
        COMPANY OF CHICAGO, AS TRUSTEE F/B/O EMERALD INVESTMENTS LP AND EMERALD
        INVESTMENTS LP V. AXA CLIENT SOLUTIONS, LLC; THE EQUITABLE LIFE
        ASSURANCE SOCIETY OF THE UNITED STATES; AND AXA FINANCIAL, INC. was
        commenced in the United States District Court for the Northern District
        of Illinois. The complaint alleges that the defendants (i) in connection
        with certain annuities issued by Equitable Life breached an agreement
        with the plaintiffs involving the execution of mutual fund transfers,
        and (ii) wrongfully withheld withdrawal charges in connection with the
        termination of such annuities. Plaintiffs seek substantial lost profits
        and injunctive relief, punitive damages and attorneys' fees. Plaintiffs
        also seek return of the withdrawal charges. In February 2001, the
        District Court granted in part and denied in part defendants' motion to
        dismiss the complaint. In March 2001,




                                      F-39
<PAGE>

        plaintiffs filed an amended complaint. The District Court granted
        defendants' motion to dismiss AXA Client Solutions and the Holding
        Company from the amended complaint, and dismissed the conversion claims
        in June 2001. The District Court denied defendants' motion to dismiss
        the remaining claims. Equitable Life has answered the amended complaint.
        While the monetary damages sought by plaintiffs, if awarded, could have
        a material adverse effect on the consolidated financial position and
        results of operations of the Company, management believes that the
        ultimate resolution of this litigation should not have a material
        adverse on the Company's consolidated financial position.

        After the District Court denied defendants' motion to assert certain
        defenses and counterclaims in AMERICAN NATIONAL BANK, Equitable Life
        commenced an action, in December 2001, entitled THE EQUITABLE LIFE
        ASSURANCE SOCIETY OF THE UNITED STATES V. AMERICAN NATIONAL BANK AND
        TRUST COMPANY OF CHICAGO, AS TRUSTEE F/B/O EMERALD INVESTMENTS LP AND
        EMERALD INVESTMENTS LP, in the United States District Court for the
        Northern District of Illinois. The complaint arises out of the same
        facts and circumstances as described in AMERICAN NATIONAL BANK.
        Equitable Life's complaint alleges common law fraud and equitable
        rescission in connection with certain annuities issued by Equitable
        Life. Equitable Life seeks unspecified money damages, rescission,
        punitive damages and attorneys' fees. In March 2002, defendants filed an
        answer to Equitable Life's complaint and asserted counterclaims.
        Defendants' counterclaims allege common law fraud, violations of the
        Federal and Illinois Securities Acts and violations of the Illinois and
        New York Consumer Fraud Acts. Defendants seek unspecified money damages,
        punitive damages and attorneys' fees. In May 2002, the District Court
        granted in part and denied in part Equitable Life's motion to dismiss
        defendants' counterclaims, dismissing defendants' Illinois Securities
        Act and New York Consumer Fraud Act claims. Equitable Life has answered
        defendants' remaining counterclaims. In November 2003, Emerald filed a
        motion for summary judgment; Equitable Life filed its opposition to this
        motion in December 2003.

        In January 2004, DH2, Inc., an entity related to Emerald Investments
        L.P., filed a lawsuit in the United States District Court for the
        Northern District of Illinois, against Equitable Life and Equitable
        Advisors Trust, asserting claims for breach of contract and breach of
        fiduciary duty, claims under the Federal securities laws, and
        misappropriation of trade secrets. The complaint alleges that Equitable
        Life and Equitable Advisors Trust wrongfully misappropriated DH2, Inc.'s
        confidential and proprietary information to implement fair value pricing
        of securities within the subaccounts of DH2, Inc.'s variable annuity,
        which diminished the profitability of its proprietary trading strategy.
        The complaint also alleges that Equitable Life and Equitable Advisors
        Trust implemented fair value pricing for an improper purpose and without
        adequate disclosure. The complaint further alleges that Equitable Life
        and Equitable Advisors Trust are not permitted to implement fair value
        pricing of securities. The complaint has not been served upon either
        Equitable Life or Equitable Advisors Trust.

        In November 1997, an amended complaint was filed in PETER FISCHEL, ET
        AL. V. THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
        alleging, among other things, that Equitable Life violated ERISA by
        eliminating certain alternatives pursuant to which agents of Equitable
        Life could qualify for health care coverage. In March 1999, the United
        States District Court for the Northern District of California entered an
        order certifying a class consisting of "[a]ll current, former and
        retired Equitable agents, who while associated with Equitable satisfied
        [certain alternatives] to qualify for health coverage or contributions
        thereto under applicable plans." Plaintiffs allege various causes of
        action under ERISA, including claims for enforcement of alleged promises
        contained in plan documents and for enforcement of agent bulletins,
        breach of a unilateral contract, breach of fiduciary duty and promissory
        estoppel. In May 2001, plaintiffs filed a second amended complaint
        which, among other things, alleges that Equitable Life failed to comply
        with plan amendment procedures and deletes the promissory estoppel
        claim. In September 2001, Equitable Life filed a motion for summary
        judgment on all of plaintiffs' claims, and plaintiffs filed a motion for
        partial summary judgment on all claims except their claim for breach of
        fiduciary duty. In May 2002, the District Court issued an order granting
        plaintiffs' motion for partial summary judgment, granting Equitable
        Life's motion for summary judgment on plaintiffs' claim for breach of
        fiduciary duty and otherwise denying Equitable Life's motion for summary
        judgment. The court ruled that Equitable Life is liable to plaintiffs on
        their contract claims for subsidized benefits under ERISA. The court has
        deferred addressing the relief to which plaintiffs are entitled in light
        of the May 2002 order. In June 2000, plaintiffs appealed to the Court of
        Appeals for the Ninth Circuit contesting the District Court's award of

                                      F-40
<PAGE>

        legal fees to plaintiffs' counsel in connection with a previously
        settled count of the complaint unrelated to the health benefit claims.
        In that appeal, plaintiffs challenged the District Court's subject
        matter jurisdiction over the health benefit claims. A decision was
        rendered in October 2002 on that appeal. The Court of Appeals denied
        plaintiffs' challenge to the District Court's subject matter
        jurisdiction over the settled claim, affirmed the method that the
        District Court used to calculate the award of legal fees to plaintiffs'
        counsel and remanded for further consideration of the fee award. In May
        2003, plaintiffs' motion for an award of additional legal fees from the
        settled claim settlement fund was denied by the District Court.
        Plaintiffs have appealed that order.

        A putative class action entitled STEFANIE HIRT, ET AL. V. THE EQUITABLE
        RETIREMENT PLAN FOR EMPLOYEES, MANAGERS AND AGENTS, ET AL. was filed in
        the District Court for the Southern District of New York in August 2001
        against The Equitable Retirement Plan for Employees, Managers and Agents
        (the "Retirement Plan") and The Officers Committee on Benefit Plans of
        Equitable Life, as Plan Administrator. The action was brought by five
        participants in the Retirement Plan and purports to be on behalf of "all
        Plan participants, whether active or retired, their beneficiaries and
        Estates, whose accrued benefits or pension benefits are based on the
        Plan's Cash Balance Formula." The complaint challenges the change,
        effective January 1, 1989, in the pension benefit formula from a final
        average pay formula to a cash balance formula. Plaintiffs allege that
        the change to the cash balance formula violates ERISA by reducing the
        rate of accruals based on age, failing to comply with ERISA's notice
        requirements and improperly applying the formula to retroactively reduce
        accrued benefits. The relief sought includes a declaration that the cash
        balance plan violates ERISA, an order enjoining the enforcement of the
        cash balance formula, reformation and damages. Defendants answered the
        complaint in October 2001. In April 2002, plaintiffs filed a motion
        seeking to certify a class of "all Plan participants, whether active or
        retired, their beneficiaries and Estates, whose accrued benefits or
        pension benefits are based on the Plan's Cash Balance Formula." Also in
        April 2002, plaintiffs agreed to dismiss with prejudice their claim that
        the change to the cash balance formula violates ERISA by improperly
        applying the formula to retroactively reduce accrued benefits. That
        claim has been dismissed. In March 2003, plaintiffs filed an amended
        complaint elaborating on the remaining claims in the original complaint
        and adding additional class and individual claims alleging that the
        adoption and announcement of the cash balance formula and the subsequent
        announcement of changes in the application of the cash balance formula
        failed to comply with ERISA. The parties agreed that the new individual
        claims of the five named plaintiffs regarding the delivery of
        announcements to them would be excluded from the class certification. In
        April 2003, defendants filed an answer to the amended complaint. By
        order dated May 2003, the District Court, as requested by the parties,
        certified the case as a class action, including a sub-class of all
        current and former Plan participants, whether active, inactive or
        retired, their beneficiaries or estates, who were subject to a 1991
        change in application of the cash balance formula. In July 2003,
        defendants filed a motion for summary judgment on the grounds that
        plaintiffs' claims are barred by applicable statutes of limitations. In
        October 2003, the District Court denied that motion.

        In January 2003, a putative class action entitled BERGER ET AL. V. AXA
        NETWORK, LLC AND THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED
        STATES was commenced in the United States District Court for the
        Northern District of Illinois by two former agents on behalf of
        themselves and other similarly situated present, former and retired
        agents who, according to the complaint, "(a) were discharged by
        Equitable Life from `statutory employee status' after January 1, 1999,
        because of Equitable Life's adoption of a new policy stating that in any
        given year, those who failed to meet specified sales goals during the
        preceding year would not be treated as `statutory employees,' or (b)
        remain subject to discharge from `statutory employee' status based on
        the policy applied by Equitable Life." The complaint alleges that the
        company improperly "terminated" the agents' full-time life insurance
        salesman statutory employee status in or after 1999 by requiring
        attainment of minimum production credit levels for 1998, thereby making
        the agents ineligible for benefits and "requiring" them to pay
        Self-Employment Contribution Act taxes. The former agents, who assert
        claims for violations of ERISA and 26 U.S.C. 3121, and breach of
        contract, seek declaratory and injunctive relief, plus restoration of
        benefits and an adjustment of their benefit plan contributions and
        payroll tax withholdings. In March 2003, Equitable Life filed a motion
        to dismiss the complaint. In July 2003, the United States District Court
        for the Northern District of Illinois granted in part and denied in part
        Equitable Life's motion to dismiss the complaint, dismissing plaintiffs'
        claims for violation of 26 U.S.C. 3121 and breach of contract. Equitable
        Life has answered plaintiffs' remaining claim for violation of ERISA. In
        July 2003, plaintiffs filed a motion for class certification. In
        November 2003, Equitable Life filed its opposition to the motion for
        class certification; that motion is currently pending and the case is
        currently in discovery.

        In May 2003, a putative class action complaint entitled ECKERT V. THE
        EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES was filed in the
        United States District Court for the Eastern District of New York, as a
        case related to the MALHOTRA action described above. The complaint
        asserts a single claim for relief under Section 47(b) of the Investment
        Company Act of 1940, as amended based on Equitable Life's alleged
        failure to register as an investment company. According to the
        complaint, Equitable Life was required to register as an investment
        company because it was allegedly issuing securities in the form of
        variable insurance products and

                                      F-41
<PAGE>

        allegedly investing its assets primarily in other securities. The
        plaintiff purports to act on behalf of all persons who purchased or made
        an investment in variable insurance products from Equitable Life on or
        after May 7, 1998. The complaint seeks declaratory judgment permitting
        putative class members to elect to void their variable insurance
        contracts; restitution of all fees and penalties paid by the putative
        class members on the variable insurance products, disgorgement of all
        revenues received by Equitable Life on those products, and an injunction
        against the payment of any dividends by Equitable Life to the Holding
        Company. In June 2003, Equitable Life filed a motion to dismiss the
        complaint and that motion is currently pending.

        Between September and October 2003, ten substantially similar putative
        class action lawsuits were filed against AXA Financial (and in some
        cases AIMA Acquisition Co., a wholly owned subsidiary of AXA Financial
        ("AIMA")), The MONY Group Inc. ("MONY") and MONY's directors in the
        Court of Chancery of the State of Delaware in and for New Castle County,
        entitled BEAKOVITZ V. AXA FINANCIAL, INC., ET AL.; BELODOFF V. THE MONY
        GROUP INC., ET AL.; BRIAN V. THE MONY GROUP INC., ET AL.; BRICKLAYERS
        LOCAL 8 AND PLASTERERS LOCAL 233 PENSION FUND V. THE MONY GROUP, INC.,
        ET AL.; CANTOR V. THE MONY GROUP INC., ET AL.; E.M. CAPITAL, INC. V. THE
        MONY GROUP INC., ET AL.; GARRETT V. THE MONY GROUP INC., ET AL.; LEBEDDA
        V. THE MONY GROUP INC., ET AL.; MARTIN V. ROTH, ET AL.; AND MUSKAL V.
        THE MONY GROUP INC., ET AL. (collectively, the MONY Stockholder
        Litigation). The complaints in these actions, all of which purport to be
        brought on behalf of a class consisting of all MONY stockholders,
        excluding the defendants and their affiliates, challenge the proposed
        merger of MONY into AIMA and allege, among other things, that the $31.00
        cash price per share to be paid to MONY stockholders in connection with
        the proposed merger is inadequate and that MONY's directors breached
        their fiduciary duties in negotiating and approving the merger
        agreement. The complaints also allege that AXA Financial, and in some
        cases AIMA, aided and abetted the alleged breaches of fiduciary duty by
        MONY's directors. The complaints seek various forms of relief, including
        damages and injunctive relief that would, if granted, prevent completion
        of the merger. In September 2003, a joint motion was filed on behalf of
        plaintiffs in six of the Delaware actions seeking to consolidate all
        actions. In November 2003, the Court of Chancery signed an order
        consolidating the actions and plaintiffs served a consolidated
        complaint. Pursuant to stipulation, in December 2003 defendants have
        contested the complaint. In January 2004, the Court of Chancery granted
        plaintiffs leave to amend their complaint. Plaintiffs have stated that
        they intend to file a motion for a preliminary injunction seeking to
        prevent completion of the merger. Defendants will oppose a motion for a
        preliminary injunction. The Court of Chancery has scheduled the hearing
        on plaintiffs' planned motion for February 17, 2004 and the parties are
        engaged in discovery.

        In addition, AXA Financial, MONY and MONY's directors have been named in
        two putative class action lawsuits filed in New York State Supreme Court
        in Manhattan, entitled LAUFER V. THE MONY GROUP, ET AL. and NORTH BORDER
        INVESTMENTS V. BARRETT, ET AL.. The complaints in these actions contain
        allegations substantially similar to those in the Delaware cases, and
        likewise purport to assert claims for breach of fiduciary duty against
        MONY's directors and for aiding and abetting a breach of fiduciary duty
        against AXA Financial. The complaints in these actions also purport to
        be brought on behalf of a class consisting of all MONY stockholders,
        excluding the defendants and their affiliates, and seek various forms of
        relief, including damages and injunctive relief that would, if granted,
        prevent the completion of the merger. In December 2003, defendants
        contested the claims in the LAUFER and NORTH BORDER complaints. The
        parties in each of these actions are engaged in discovery.

        Although the outcome of litigation generally cannot be predicted with
        certainty, the Company's management believes that, subject to the
        foregoing, (i) the settlement of the MCEACHERN litigation and the
        Mississippi Actions, including the agents' cross-claims, will not have a
        material adverse effect on the consolidated financial position or
        results of operations of the Company and (ii) the ultimate resolution of
        the other litigations described above should not have a material adverse
        effect on the consolidated financial position of the Company. The
        Company's management cannot make an estimate of loss, if any, or predict
        whether or not any of such other litigations described above will have a
        material adverse effect on the Company's consolidated results of
        operations in any particular period.

        Alliance Litigations
        --------------------

        In April 2001, an amended class action complaint entitled MILLER, ET AL.
        V. MITCHELL HUTCHINS ASSET MANAGEMENT, INC., ET AL. was filed in the
        United States District Court for the Southern District of Illinois
        against Alliance, Alliance Fund Distributors, Inc. (now known as
        AllianceBernstein Investment Research and Management, Inc., "ABIRM"), a
        wholly owned subsidiary of Alliance, and other defendants alleging
        violations of the Investment Company Act of 1940, as amended ("ICA"),
        and breaches of common law

                                      F-42
<PAGE>

        fiduciary duty. The principal allegations of the amended complaint were
        that the advisory and distribution fees for certain mutual funds managed
        by Alliance were excessive and in violation of the ICA and the common
        law. Plaintiffs subsequently amended their compliant to include, as
        plaintiffs, shareholders of the AllianceBernstein Premier Growth Fund
        ("Premier Growth Fund"), the AllianceBernstein Quasar Fund (now known as
        AllianceBernstein Small Cap Growth Fund), the AllianceBernstein Growth
        and Income Fund, the AllianceBernstein Corporate Bond Fund, the
        AllianceBernstein Growth Fund, the AllianceBernstein Balanced Shares
        Fund, and the AllianceBernstein Americas Government Income Trust. In
        December 2003, the parties entered into a settlement agreement resolving
        the matter and the matter has been dismissed by the court.

        In December 2001, a complaint entitled BENAK V. ALLIANCE CAPITAL
        MANAGEMENT L.P. AND ALLIANCE PREMIER GROWTH FUND ("BENAK COMPLAINT") was
        filed in the United States District Court for the District of New Jersey
        against Alliance and Premier Growth Fund alleging that defendants
        violated Section 36(b) of the ICA. The principal allegations of the
        Benak Complaint are that Alliance breached its duty of loyalty to
        Premier Growth Fund because one of the directors of the general partner
        of Alliance served as a director of Enron Corp. ("Enron") when Premier
        Growth Fund purchased shares of Enron, and as a consequence thereof, the
        investment advisory fees paid to Alliance by Premier Growth Fund should
        be returned as a means of recovering for Premier Growth Fund the losses
        plaintiff alleges were caused by the alleged breach of the duty of
        loyalty. Subsequently, between December 2001 and July 2002, five
        complaints making substantially the same allegations and seeking
        substantially the same relief as the Benak Complaint were filed against
        Alliance and Premier Growth Fund. All of those actions were consolidated
        in the United States District Court for the District of New Jersey. In
        January 2003, a consolidated amended complaint entitled BENAK V.
        ALLIANCE CAPITAL MANAGEMENT L.P. ("BENAK CONSOLIDATED AMENDED
        COMPLAINT") was filed containing allegations similar to those in the
        individual complaints although it does not name the Premier Growth Fund
        as a defendant. In February 2003, the court granted with prejudice
        Alliance's motion to dismiss the Benak Consolidated Amended Complaint,
        holding that plaintiffs' allegations failed to state a claim under
        Section 36(b). Plaintiffs have thirty days from the entry of the
        dismissal order to appeal the court's decision dismissing the action.
        Alliance believes that plaintiffs' allegations in the Benak Consolidated
        Amended Complaint were without merit and intends to vigorously defend
        against any appeal that may be taken from the dismissal with prejudice
        of the action.

        In April 2002, a consolidated complaint entitled IN RE ENRON CORPORATION
        SECURITIES LITIGATION ("ENRON COMPLAINT") was filed in the United States
        District Court for the Southern District of Texas, Houston Division,
        against numerous defendants, including Alliance. The principal
        allegations of the Enron Complaint, as they pertain to Alliance, are
        that Alliance violated Sections 11 and 15 of the Securities Act of 1933,
        as amended ("Securities Act") with respect to a registration statement
        filed by Enron and effective with the SEC on July 18, 2001, which was
        used to sell $1.9 billion Enron Corp. Zero Coupon Convertible Notes due
        2021. Plaintiffs allege that Frank Savage, who was at that time an
        employee of Alliance and who was and remains a director of the general
        partner of Alliance, signed the registration statement at issue.
        Plaintiffs allege that the registration statement was materially
        misleading. Plaintiffs further allege that Alliance was a controlling
        person of Frank Savage. Plaintiffs therefore assert that Alliance is
        itself liable for the allegedly misleading registration statement.
        Plaintiffs seek recission or a recissionary measure of damages. In June
        2002, Alliance moved to dismiss the Enron Complaint as the allegations
        therein pertain to it. In March 2003, that motion was denied. In May
        2003, a First Amended Consolidated Complaint ("Enron Amended
        Consolidated Complaint"), with substantially identical allegations as to
        Alliance, was filed. Alliance filed its answer in June 2003. In May
        2003, plaintiffs filed an Amended Motion For Class Certification. In
        October 2003, following the completion of class discovery, Alliance
        filed its opposition to class certification. Alliance's motion is
        pending. The case is currently in discovery. Alliance believes that
        plaintiffs' allegations in the Enron Amended Consolidated Complaint as
        to it are without merit and intends to vigorously defend against these
        allegations.

        In May 2002, a complaint entitled THE FLORIDA STATE BOARD OF
        ADMINISTRATION V. ALLIANCE CAPITAL MANAGEMENT L.P. ("SBA COMPLAINT") was
        filed in the Circuit Court of the Second Judicial Circuit, in and for
        Leon County, Florida against Alliance. The SBA Complaint alleges breach
        of contract relating to the Investment Management Agreement between The
        Florida State Board of Administration ("SBA") and Alliance, breach of
        the covenant of good faith and fair dealing contained in the Investment
        Management Agreement, breach of fiduciary duty, negligence, gross
        negligence and violation of the Florida Securities and Investor
        Protection Act, in connection with purchases and sales of Enron common
        stock for the SBA investment account. The SBA seeks more than $300
        million in compensatory damages and an unspecified

                                      F-43
<PAGE>

        amount of punitive damages. In June 2002, Alliance moved to dismiss the
        SBA Complaint; in September 2002, the court denied Alliance's motion to
        dismiss the SBA Complaint in its entirety. In November 2003, the SBA
        filed an amended complaint ("Amended SBA Complaint"). While the Amended
        SBA Complaint contains the Enron claims, the Amended SBA Complaint also
        alleges that Alliance breached its contract with the SBA by investing in
        or continuing to hold stocks for the SBA's investment portfolio that
        were not "1 rated," the highest rating that Alliance's research analysts
        could assign. The SBA also added claims for negligent supervision and
        common law fraud. In December 2003, Alliance moved to dismiss the fraud
        and breach of fiduciary duty claims in the Amended SBA Complaint. In
        January 2004, the court denied that motion. The case is currently in
        discovery. Alliance believes the SBA's allegations in the Amended SBA
        Complaint are without merit and intends to vigorously defend against
        these allegations.

        In September 2002, a complaint entitled LAWRENCE E. JAFFE PENSION PLAN,
        LAWRENCE E. JAFFE TRUSTEE U/A 1198 V. ALLIANCE CAPITAL MANAGEMENT L.P.,
        ALFRED HARRISON AND ALLIANCE PREMIER GROWTH FUND, INC. ("JAFFE
        COMPLAINT") was filed in the United States District Court for the
        Southern District of New York against Alliance, Alfred Harrison and
        Premier Growth Fund alleging violation of the ICA. Plaintiff seeks
        damages equal to Premier Growth Fund's losses as a result of Premier
        Growth Fund's investment in shares of Enron and a recovery of all fees
        paid to Alliance beginning November 1, 2000. In March 2003, the court
        granted Alliance's motion to transfer the Jaffe Complaint to the United
        States District Court for the District of New Jersey to be consolidated
        with the Benak Consolidated Amended Complaint already pending there. In
        December 2003, plaintiff filed an amended complaint ("Amended Jaffe
        Complaint") in the United States District Court for the District of New
        Jersey. The Amended Jaffe Complaint alleges violations of Section 36(a)
        of the ICA, common law negligence, and negligent misrepresentation.
        Specifically, the Amended Jaffe Complaint alleges that (i) the
        defendants breached their fiduciary duties of loyalty, care and good
        faith to Premier Growth Fund by causing Premier Growth Fund to invest in
        the securities of Enron, (ii) the defendants were negligent for
        investing in securities of Enron, and (iii) through prospectuses and
        other documents, defendants misrepresented material facts related to
        Premier Growth Fund's investment objective and policies. In January
        2004, defendants moved to dismiss the Amended JAFFE COMPLAINT. Alliance
        and Alfred Harrison believe that plaintiff's allegations in the Amended
        JAFFE COMPLAINT are without merit and intend to vigorously defend
        against these allegations.

        In December 2002, a putative class action complaint entitled PATRICK J.
        GOGGINS ET AL. V. ALLIANCE CAPITAL MANAGEMENT L.P. ET AL. ("GOGGINS
        COMPLAINT") was filed in the United States District Court for the
        Southern District of New York against Alliance, Premier Growth Fund and
        individual directors and certain officers of Premier Growth Fund. In
        August 2003, the court granted Alliance's motion to transfer the Goggins
        Complaint to the United States District Court for the District of New
        Jersey. In December 2003, plaintiffs filed an amended complaint
        ("Amended Goggins Compliant") in the United States District Court for
        the District of New Jersey. The Amended Goggins Complaint alleges that
        defendants violated Sections 11, 12(a)(2) and 15 of the Securities Act
        because Premier Growth Fund's registration statements and prospectuses
        contained untrue statements of material fact and omitted material facts.
        More specifically, the Amended Goggins Complaint alleges that the
        Premier Growth Fund's investment in Enron was inconsistent with the
        fund's stated strategic objectives and investment strategies. Plaintiffs
        seek rescissory relief or an unspecified amount of compensatory damages
        on behalf of a class of persons who purchased shares of Premier Growth
        Fund during the period October 31, 2000 through February 14, 2002. In
        January 2004, Alliance moved to dismiss the Amended Goggins Complaint.
        Alliance, Premier Growth Fund and the other defendants believe the
        plaintiffs' allegations in the Amended Goggins Complaint are without
        merit and intend to vigorously defend against these allegations.

        In August 2003, the Securities and Exchange Board of India ("SEBI")
        ordered that Samir C. Arora, a former research analyst/portfolio manager
        of Alliance, refrain from buying, selling or dealing in Indian
        securities. Until August 4, 2003, when Mr. Arora announced his
        resignation from Alliance, he served as head of Asian emerging markets
        equities and a fund manager of Alliance Capital Asset Management (India)
        Pvt. Ltd. ("ACAML"), a fund management company 75% owned by Alliance.
        The order states that Mr. Arora relied on unpublished price sensitive
        information in making certain investment decisions on behalf of certain
        clients of ACAML and Alliance, that there were failures to make required
        disclosures regarding the size of certain equity holdings, and that Mr.
        Arora tried to influence the sale of Alliance's stake in ACAML. Mr.
        Arora contested the findings in the order by filing objections and at a
        personal hearing held in August 2003. In September 2003, SEBI issued an
        order confirming its previous order against Mr. Arora. In October 2003,
        Mr. Arora filed an appeal with the Securities Appellate Tribunal ("SAT")
        seeking certain interim reliefs. Mr.

                                      F-44
<PAGE>

        Arora's appeal was heard by the SAT on December 15, 2003. The SAT passed
        an order on January 12, 2004 wherein it did not grant any interim
        reliefs to Mr. Arora since SEBI had stated that the investigations in
        the matter were in progress. However, the SAT has directed SEBI to
        complete the investigations by February 28, 2004 and to pass final
        orders in the matter by March 31, 2004. Alliance is reviewing this
        matter and, at the present time, management of Alliance does not believe
        its outcome will have a material impact on Alliance's results of
        operations or financial condition, and the Company's management does not
        believe its outcome will have a material impact on the Company's
        consolidated results of operations or financial position.

        In September 2003, SEBI issued to Alliance a show cause notice and
        finding of investigation (the "Notice"). The Notice requires Alliance to
        explain its failure to make disclosure filings as to the acquisition of
        shares of five (5) Indian equity securities held at various times by
        Alliance (through sub-accounts under foreign institutional investor
        licenses), ACAML and Alliance's local Indian mutual fund as required
        under the SEBI (Insider Trading) Regulations, 1992, and the SEBI
        (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 when
        the holdings of the said entities in the Relevant Scrips crossed five
        percent (5%) which could make Alliance liable to pay penalties
        prescribed under Section 15A of the SEBI Act, 1992, which requires that
        disclosure be made when the holdings of an investor (or group of
        investors acting in concert) in an Indian security exceeds either five
        percent (5%) of the outstanding shares or changes by more than two
        percent (2%). In October 2003 and November 2003, Alliance filed its
        reply and written submissions, respectively. Alliance also had a
        personal hearing before the SEBI on October 21, 2003 and the decision of
        SEBI in relation to the Notice is pending. At the present time,
        management of Alliance does not believe the outcome of this matter will
        have a material impact on Alliance's results of operations or financial
        condition and the Company's management does not believe its outcome will
        have a material impact on the Company's consolidated results of
        operations or financial position.

        In October 2003, a purported class action complaint entitled ERB ET AL.
        V. ALLIANCE CAPITAL MANAGEMENT L.P. ET AL. ("ERB COMPLAINT") was filed
        in the Circuit Court of St. Clair County, State of Illinois against
        Alliance. Plaintiff, purportedly a shareholder in the Premier Growth
        Fund, alleges that Alliance breached unidentified provisions of Premier
        Growth Fund's prospectus and subscription and confirmation agreements
        that allegedly required that every security bought for Premier Growth
        Fund's portfolio must be a "1-rated" stock, the highest rating that
        Alliance's analysts could assign. Plaintiff alleges that Alliance
        impermissibly purchased shares of stocks that were not 1-rated.
        Plaintiff seeks rescission of all purchases of any non-1-rated stocks
        Alliance made for Premier Growth Fund over the past ten years, as well
        as an unspecified amount of damages. In November 2003, Alliance removed
        the Erb Complaint to the United States District Court for the Southern
        District of Illinois on the basis that plaintiff's alleged breach of
        contract claims are preempted under the Securities Litigation Uniform
        Standards Act. In December 2003, plaintiff filed a motion for remand. In
        February 2004, the court granted that motion and remanded the action to
        state court. Alliance believes that plaintiff's allegations in the Erb
        Complaint are without merit and intends to vigorously defend against
        these allegations.

        In October 2003, a purported class action complaint entitled HINDO ET
        AL. V. ALLIANCEBERNSTEIN GROWTH & INCOME FUND ET AL. ("HINDO COMPLAINT")
        was filed against Alliance, Alliance Holding, ACMC, AXA Financial, the
        AllianceBernstein family of mutual funds ("AllianceBernstein Funds"),
        the registrants and issuers of those funds, certain officers of Alliance
        (the "Alliance defendants"), and certain other defendants not affiliated
        with Alliance, as well as unnamed Doe defendants. The Hindo Complaint
        was filed in the United States District Court for the Southern District
        of New York by alleged shareholders of two of the AllianceBernstein
        Funds. The Hindo Complaint alleges that certain of the Alliance
        defendants failed to disclose that they improperly allowed certain hedge
        funds and other unidentified parties to engage in "late trading" and
        "market timing" of AllianceBernstein Fund securities, violating Sections
        11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the
        Exchange Act, and Sections 206 and 215 of the Investment Advisers Act of
        1940 (the "Advisers Act"). Plaintiffs seek an unspecified amount of
        compensatory damages and rescission of their contracts with Alliance,
        including recovery of all fees paid to Alliance pursuant to such
        contracts. Between October 3 and January 29, 2004, forty additional
        lawsuits making factual allegations generally similar to those in the
        Hindo Complaint were filed against Alliance and certain other
        defendants, and others may be filed. These forty additional lawsuits are
        as follows:

        a)  Federal Court Class Actions: Twenty-five of the lawsuits were
            brought as class actions filed in Federal court (twenty-one in the
            United States District Court for the Southern District of New York,
            two in the United States District Court for the District of New
            Jersey, one in the United States District Court for the Northern
            District of California, and one in the United States District
            Court for the District of Connecticut). Certain of these additional
            lawsuits allege claims under the Securities Act, the Exchange Act,
            the Advisers Act, the ICA and common law. All of

                                      F-45
<PAGE>

            these lawsuits are brought on behalf of shareholders of
            AllianceBernstein Funds, except three. Of these three, one was
            brought on behalf of a unitholder of Alliance Holding and two were
            brought on behalf of participants in the Profit Sharing Plan for
            Employees of Alliance Capital ("Plan"). The latter two lawsuits
            allege claims under Sections 404, 405 and 406 of ERISA, on the
            grounds that defendants violated fiduciary obligations to the Plan
            by failing to disclose the alleged market timing and late trading
            activities in AllianceBernstein Funds, and by permitting the Plan to
            invest in funds subject to those activities. One of these ERISA
            actions has been voluntarily dismissed. AXA Financial is named as a
            defendant, primarily as a control person of Alliance, in all but two
            of these cases (two of the twenty-five cases pending before the
            United States District Court for the Southern District of New York).

        b)  Federal Court Derivative Actions: Eight of the lawsuits were brought
            as derivative actions in Federal court (one in the United States
            District Court for the Southern District of New York, five in the
            United States District Court for the Eastern District of New York,
            and two in the United States District Court for the District of New
            Jersey). These lawsuits allege claims under the Exchange Act,
            Section 36(b) of the ICA and/or common law. Six of the lawsuits were
            brought derivatively on behalf of certain AllianceBernstein Funds,
            with the broadest lawsuits being brought derivatively on behalf of
            all AllianceBernstein Funds, generally alleging that defendants
            violated fiduciary obligations to the AllianceBernstein Funds and/or
            fund shareholders by permitting select investors to engage in market
            timing activities and failing to disclose those activities. Two of
            the lawsuits were brought derivatively on behalf of Alliance
            Holding, generally alleging that defendants breached fiduciary
            obligations to Alliance Holding or its unitholders by failing to
            prevent the alleged undisclosed market timing and late trading
            activities from occurring. AXA Financial is named as a defendant,
            primarily as a control person of Alliance, in all but two of these
            cases (the one case pending before the United States District Court
            for the Southern District of New York and one of the two cases
            pending before the United States District Court for the District of
            New Jersey).

        c)  State Court Representative Actions: Two lawsuits were brought as
            class actions in the Supreme Court of the State of New York, County
            of New York, by alleged shareholders of an AllianceBernstein Fund on
            behalf of shareholders of the AllianceBernstein Funds. The lawsuits
            allege that defendants allowed certain parties to engage in late
            trading and market timing transactions in the AllianceBernstein
            Funds and that such arrangements breached defendants' fiduciary duty
            to investors, and purport to state a claim for breach of fiduciary
            duty. One of the complaints also purports to state claims for breach
            of contract and tortious interference with contract. AXA Financial
            is named as a defendant, primarily as a control person of Alliance,
            in one of these two lawsuits.

        d)  A lawsuit was filed in Superior Court for the State of California,
            County of Los Angeles, alleging that defendants violated fiduciary
            responsibilities and disclosure obligations by permitting certain
            favored customers to engage in market timing and late trading
            activities in the AllianceBernstein Funds, and purports to state
            claims of unfair business practices under Sections 17200 and 17303
            of the California Business & Professional Code. Pursuant to these
            statutes, the action was brought on behalf of members of the general
            public of the State of California. AXA Financial is named as a
            defendant, primarily as a control person of Alliance.

        e)  State Court Derivative Actions: Three lawsuits were brought as
            derivative actions in state court (one in the Supreme Court of the
            State of New York, County of New York, and two in the Superior Court
            of the State of Massachusetts, County of Suffolk). The New York
            action was brought derivatively on behalf of Alliance Holding and
            alleges that, in connection with alleged market timing and late
            trading transactions, defendants breached their fiduciary duties to
            Alliance Holding and its unitholders by failing to maintain adequate
            controls and employing improper practices in managing unspecified
            AllianceBernstein Funds. AXA Financial is named as a defendant,
            primarily as a control person of Alliance in the New York lawsuit.
            The Massachusetts actions were brought derivatively on behalf of
            certain AllianceBernstein Funds and allege state common law claims
            for breach of fiduciary duty, abuse of control, gross mismanagement,
            waste and unjust enrichment. Both Massachusetts actions attempt to
            name AXA Financial as a defendant.

        f)  State Court Individual Action: A lawsuit was filed in the District
            Court of Johnson County, Kansas, Civil Court Department, alleging
            that defendants were negligent and breached their fiduciary duties
            by knowingly entering into a number of illegal and improper
            arrangements with institutional investors for the purpose of
            engaging in late trading and market timing in AllianceBernstein
            Funds to the detriment of

                                      F-46
<PAGE>

            plaintiff and failing to disclose such arrangements in the
            AllianceBernstein Fund prospectuses, and purports to state claims
            under Sections 624 and 626 of the Kansas Consumer Protection Act,
            and Section 1268 of the Kansas Securities Act. The lawsuit also
            purports to state claims of negligent misrepresentation,
            professional negligence and breach of fiduciary duty under common
            law. AXA Financial is not named as a defendant in this lawsuit.

        All of these lawsuits seek an unspecified amount of damages. All of the
        Federal actions discussed above (i.e., the Hindo Complaint, Federal
        Court Class Actions and Federal Court Derivative Actions) are the
        subject of a petition or tag-along notices filed by Alliance before the
        Judicial Panel on Multidistrict Litigation ("MDL Panel") seeking to have
        all of the actions centralized in a single forum for pre-trial
        proceedings. On January 29, 2004, the MDL Panel held a hearing on these
        petitions. On February 20, 2004, the MDL Panel transferred all of the
        actions to the United States District Court for the District of
        Maryland. Pursuant to agreements among the parties, the Alliance
        defendants' and AXA Financial's responses to the Federal actions that
        have been served on Alliance and AXA Financial are stayed pending a
        decision on consolidation by the MDL panel and the filing of an amended
        or operative complaint. The various plaintiffs seeking appointment to
        serve as lead plaintiffs have stipulated to stay the lead plaintiff
        decision until after the MDL Panel makes a decision on the MDL petitions
        pending before it. In addition, discovery has not commenced in any of
        these cases. In most of them, discovery is stayed under the Private
        Securities Litigation Reform Act of 1995 or pursuant to an agreement
        among the parties.

        Defendants have removed each of the State Court Representative Actions
        discussed above, and thereafter submitted the actions to the MDL Panel
        in a notice of tag-along actions. Plaintiff in each of these actions has
        moved to remand the action back to state court or has indicated an
        intention to do so. Where defendants have responded to the complaints,
        defendants have moved to stay proceedings pending transfer by the MDL
        Panel.

        Defendants have not yet responded to the complaints filed in the State
        Court Derivative Actions.

        Alliance recorded charges to income totaling $330.0 million in 2003 in
        connection with establishing the $250.0 million restitution fund (which
        is discussed in detail under "Business - Regulation" in this Form 10-K)
        and certain other matters discussed above under "Alliance Litigations".
        Management of Alliance, however, cannot determine at this time the
        eventual outcome, timing or impact of these matters. Accordingly, it is
        possible that additional charges in the future may be required.

        With respect to the matters discussed above under "Alliance Litigations"
        (other than those referred to in the preceding paragraph and those
        related to SEBI), management of Alliance is unable to estimate the
        impact, if any, that the outcome of these matters may have on Alliance'
        results of operations or financial condition and the Company's
        management is unable to estimate the impact, if any, that the outcome of
        these matters may have on the Company's results of operations or
        financial position.


        In addition to the matters previously reported and those described
        above, the Holding Company and its subsidiaries are involved in various
        legal actions and proceedings in connection with their businesses. Some
        of the actions and proceedings have been brought on behalf of various
        alleged classes of claimants and certain of these claimants seek damages
        of unspecified amounts. While the ultimate outcome of such matters
        cannot be predicted with certainty, in the opinion of management no such
        matter is likely to have a material adverse effect on the Company's
        consolidated financial position or results of operations. However, it
        should be noted that the frequency of large damage awards, including
        large punitive damage awards that bear little or no relation to actual
        economic damages incurred by plaintiffs in some jurisdictions, continues
        to create the potential for an unpredictable judgment in any given
        matter.


17)     LEASES

        The Company has entered into operating leases for office space and
        certain other assets, principally information technology equipment and
        office furniture and equipment. Future minimum payments under
        noncancelable operating leases for 2004 and the four successive years
        are $125.8 million, $123.6 million, $111.5 million, $97.8 million, $90.1
        million and $764.0 million thereafter. Minimum future sublease rental
        income on these noncancelable operating leases for 2004 and the four
        successive years is $13.0 million, $9.2 million, $2.9 million, $2.7
        million, $2.3 million and $16.1 million thereafter.

                                      F-47
<PAGE>

        At December 31, 2003, the minimum future rental income on noncancelable
        operating leases for wholly owned investments in real estate for 2004
        and the four successive years is $80.7 million, $79.4 million, $78.4
        million, $69.8 million, $62.2 million and $497.7 million thereafter.

        The Company has entered into capital leases for certain information
        technology equipment. Future minimum payments under noncancelable
        capital leases for 2004 and 2005 are $2.0 million and $1.9 million,
        respectively.


18)     INSURANCE GROUP STATUTORY FINANCIAL INFORMATION

        Equitable Life is restricted as to the amounts it may pay as dividends
        to the Holding Company. Under the New York Insurance Law, a domestic
        life insurer may, without prior approval of the Superintendent; pay a
        dividend to its shareholders not exceeding an amount calculated based on
        a statutory formula. This formula would permit Equitable Life to pay
        shareholder dividends not greater than $413.2 million during 2004.
        Payment of dividends exceeding this amount requires the insurer to file
        notice of its intent to declare such dividends with the Superintendent
        who then has 30 days to disapprove the distribution. For 2003, 2002 and
        2001, the Insurance Group statutory net income totaled $549.4 million,
        $451.6 million and $547.7 million, respectively. Statutory surplus,
        capital stock and Asset Valuation Reserve ("AVR") totaled $4,476.6
        million and $4,281.0 million at December 31, 2003 and 2002,
        respectively. In 2003, 2002 and 2001, respectively, $400.0 million,
        $500.0 million and $1.7 billion in shareholder dividends were paid by
        Equitable Life.

        At December 31, 2003, the Insurance Group, in accordance with various
        government and state regulations, had $27.2 million of securities
        deposited with such government or state agencies.

        In 1998, the NAIC approved a codification of statutory accounting
        practices ("Codification"), which provides regulators and insurers with
        uniform statutory guidance, addresses areas where statutory accounting
        previously was silent and changes certain existing statutory positions.
        Equitable Life and Equitable of Colorado became subject to Codification
        rules for all state filings upon adoption of Codification by the
        respective states.

        On December 27, 2000, an emergency rule was issued by the New York
        Insurance Department (NYID), which adopted Codification in New York
        effective on January 1, 2001 except where the guidance conflicted with
        New York Law. Differences in the New York regulation adopted in 2000
        from Codification were in accounting for deferred taxes and goodwill,
        which are required to be disclosed in the notes to the Annual Statement,
        as well as the Annual Audited Report. On September 24, 2002, the bill
        authorizing the admissibility of deferred taxes by New York insurers was
        signed into law and was effective as of January 1, 2002. The impact of
        adopting the accounting for deferred taxes at January 1, 2002 was a
        $363.6 million decrease to surplus.

        The implementation of Codification in 2001 resulted in a $1,630.9
        million increase to surplus and capital stock, principally due to the
        $1,660.8 million valuation adjustment related to Alliance.

        The application of the Codification rules as adopted by the State of
        Colorado had no significant effect on Equitable Life or Equitable of
        Colorado.

        At December 31, 2003 and for the year then ended, there were no
        differences in net income and capital and surplus resulting from
        practices prescribed and permitted by the State of New York and those
        prescribed by NAIC Accounting Practices and Procedures effective at
        December 31, 2003.

        Accounting practices used to prepare statutory financial statements for
        regulatory filings of stock life insurance companies differ in certain
        instances from GAAP. The differences between statutory surplus and
        capital stock determined in accordance with Statutory Accounting
        Principles ("SAP") and total shareholders' equity under GAAP are
        primarily: (a) the inclusion in SAP of an AVR intended to stabilize
        surplus from fluctuations in the value of the investment portfolio; (b)
        future policy benefits and policyholders' account balances under SAP
        differ from GAAP due to differences between actuarial assumptions and
        reserving methodologies; (c) certain policy acquisition costs are
        expensed under SAP but deferred under GAAP and amortized over future
        periods to achieve a matching of revenues and expenses; (d) under SAP,
        Federal income taxes are provided on the basis of amounts currently
        payable with provisions made for deferred


                                      F-48
<PAGE>

        amounts that reverse within one year while under GAAP, deferred taxes
        are recorded for temporary differences between the financial statements
        and tax basis of assets and liabilities where the probability of
        realization is reasonably assured, (e) the valuation of assets under SAP
        and GAAP differ due to different investment valuation and depreciation
        methodologies, as well as the deferral of interest-related realized
        capital gains and losses on fixed income investments; (f) the valuation
        of the investment in Alliance and Alliance Holding under SAP reflects a
        portion of the market value appreciation rather than the equity in the
        underlying net assets as required under GAAP; (g) the provision for
        future losses of the discontinued Wind-Up Annuities business is only
        required under GAAP; (h) reporting the surplus notes as a component of
        surplus in SAP but as a liability in GAAP; (i) computer software
        development costs are capitalized under GAAP but expensed under SAP; and
        (j) certain assets, primarily pre-paid assets, are not admissible under
        SAP but are admissible under 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
        NYID with net earnings and equity on a GAAP basis.

<TABLE>
<CAPTION>
                                                                  2003               2002                2001
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)

<S>                                                          <C>                 <C>                <C>
        Net change in statutory surplus and
          capital stock....................................  $        43.4       $   (1,354.7)      $      104.1
        Change in AVR......................................          152.2             (464.7)            (230.2)
                                                            -----------------   ----------------   -----------------
        Net change in statutory surplus, capital stock
          and AVR..........................................          195.6           (1,819.4)            (126.1)
        Adjustments:
          Future policy benefits and policyholders'
            account balances...............................         (245.7)             255.2              270.8
          DAC..............................................          556.1              458.1              458.5
          Deferred Federal income taxes....................           30.9             (634.6)            (354.8)
          Valuation of investments.........................           39.6              (74.8)              67.9
          Valuation of investment subsidiary...............         (321.6)           1,399.4           (1,507.9)
          Change in fair value of guaranteed minimum income
            benefit reinsurance contracts..................          (91.0)             120.0                -
          Shareholder dividends paid......................           400.0              500.0            1,700.0
          Changes in non-admitted assets...................          (35.1)             384.2              138.3
          Other, net.......................................           (2.1)             (23.7)               5.4
          GAAP adjustments for Other Discontinued
            Operations.....................................           (2.3)              23.0               (5.1)
                                                            -----------------   ----------------   -----------------
        Net Earnings of the Insurance Group................  $       524.4       $      587.4       $      647.0
                                                            =================   ================   =================

                                      F-49
<PAGE>


<CAPTION>
                                                                                  December 31,
                                                            ---------------------------------------------------------
                                                                  2003               2002                2001
                                                            -----------------   ----------------   ------------------
                                                                                 (In Millions)

<S>                                                          <C>                 <C>                <C>
        Statutory surplus and capital stock................  $     4,134.7       $    4,091.3       $    5,446.0
        AVR................................................          341.9              189.7              654.4
                                                            -----------------   ----------------   ------------------
        Statutory surplus, capital stock and AVR...........        4,476.6            4,281.0            6,100.4
        Adjustments:
          Future policy benefits and policyholders'
            account balances...............................       (1,483.3)          (1,237.6)          (1,492.8)
          DAC..............................................        6,290.4            5,801.0            5,513.7
          Deferred Federal income taxes....................       (1,729.8)          (1,835.8)          (1,252.2)
          Valuation of investments.........................        2,196.3            1,629.6              635.9
          Valuation of investment subsidiary...............       (1,513.0)          (1,191.4)          (2,590.8)
          Fair value of guaranteed minimum income benefit
            reinsurance contracts..........................           29.0              120.0                -
          Non-admitted assets..............................        1,130.2            1,162.3              778.1
          Issuance of surplus notes........................         (599.6)            (599.6)            (539.4)
          Other, net.......................................           77.7              157.2              536.6



          GAAP adjustments for Other Discontinued
            Operations.....................................         (103.9)            (108.7)            (123.8)
                                                            -----------------   ----------------   ------------------
        Equity of the Insurance Group......................  $     8,770.6       $    8,178.0       $    7,565.7
                                                            =================   ================   ==================
</TABLE>


19)     ALLIANCE CHARGE FOR MUTUAL FUND MATTERS AND LEGAL PROCEEDINGS

        On December 18, 2003, Alliance reached terms with the SEC for the
        resolution of regulatory claims against Alliance with respect to market
        timing. The SEC accepted an Offer of Settlement submitted by Alliance.
        Alliance concurrently reached an agreement in principle with the New
        York Attorney General ("NYAG"), which is subject to final definitive
        documentation.

        The key provisions of the settlement with the SEC and NYAG are that
        Alliance must establish a $250 million fund to compensate fund
        shareholders for the adverse effect of market timing. Of the $250
        million fund, $150 million is characterized as disgorgement and $100
        million is characterized as a penalty. In addition, the agreement with
        the NYAG requires a weighted average reduction in fees of 20% on
        Alliance's U.S. long-term open-end retail funds for a minimum of five
        years, which commenced January 1, 2004. This reduction in fees is
        expected to reduce Alliance Capital revenues by approximately $70
        million in 2004.

        Alliance recorded pre-tax charges to income of $190 million and a $140
        million for the quarters ended September 30, 2003 and December 31, 2003,
        respectively, or $330 million for the year 2003, to cover restitution,
        litigation and other costs associated with these investigations and
        other litigation. The effect of this settlement on the Company's 2003
        net earnings after reflecting its impact on incentive compensation,
        income taxes and minority interest was $90.1 million.


20)     BUSINESS SEGMENT INFORMATION

        The Company's operations consist of Insurance and Investment Services
        segments. The Company's management evaluates the performance of each of
        these segments independently and allocates resources based on current
        and future requirements of each segment.

        The Insurance segment offers a variety of traditional, variable and
        interest-sensitive life insurance products, disability income, annuity
        products, mutual funds, and other investment products to individuals and
        small groups. It also administers traditional participating group
        annuity contracts with conversion features, generally for corporate
        qualified pension plans, and association plans which provide full
        service retirement programs for individuals affiliated with professional
        and trade associations. This segment includes Separate Accounts for
        individual insurance and annuity products.

                                      F-50
<PAGE>

        The Investment Services segment principally includes Alliance. Alliance
        provides diversified investment management and related services globally
        to a broad range of clients including: (a) institutional clients,
        including pension funds, endowment funds and domestic and foreign
        financial institutions and governments, (b) private clients, including
        high net worth individuals, trusts and estates, charitable foundations
        and other entities, by means of separately managed accounts, hedge funds
        and other investment vehicles, (c) individual investors, principally
        through a broad line of mutual funds, and (d) institutional investors by
        means of in-depth research, portfolio strategy, trading and other
        services. This segment also includes institutional Separate Accounts
        that provide various investment options for large group pension clients,
        primarily defined benefit and contribution plans, through pooled or
        single group accounts.

        Intersegment investment advisory and other fees of approximately $103.0
        million, $102.2 million and $116.6 million for 2003, 2002 and 2001,
        respectively, are included in total revenues of the Investment Services
        segment.

        The following tables reconcile segment revenues and earnings from
        continuing operations before Federal income taxes to total revenues and
        earnings as reported on the consolidated statements of earnings and
        segment assets to total assets on the consolidated balance sheets,
        respectively.

<TABLE>
<CAPTION>
                                                                  2003               2002               2001
                                                            -----------------   ----------------  ------------------
                                                                                 (In Millions)
<S>                                                          <C>                 <C>               <C>
       Segment revenues:
       Insurance..........................................   $     4,734.4       $     4,673.4     $     4,763.3
       Investment Services................................         2,738.5             2,744.9           2,994.4
       Consolidation/elimination..........................           (70.4)              (71.3)            (90.0)
                                                            -----------------   ----------------  ------------------
       Total Revenues.....................................   $     7,402.5       $     7,347.0     $     7,667.7
                                                            =================   ================  ==================

       Segment earnings (loss) from continuing operations
          before Federal income taxes
          and minority interest:
       Insurance..........................................   $       631.6       $       437.9     $       707.5
       Investment Services................................           318.6               590.7             585.4
                                                            -----------------   ----------------  ------------------
       Total Earnings from Continuing Operations
          before Federal Income Taxes
          and Minority Interest...........................   $       950.2       $     1,028.6     $     1,292.9
                                                            =================   ================  ==================

<CAPTION>
                                                                                   December 31,
                                                                  2003                2002               2001
                                                            -----------------   ----------------  ------------------
                                                                                 (In Millions)
<S>                                                          <C>                 <C>               <C>
       Assets:
       Insurance..........................................   $    98,822.1       $    80,638.7     $    84,572.2
       Investment Services................................        15,410.1            14,160.3          15,808.8
       Consolidation/elimination..........................            33.1                27.3             (94.4)
                                                            -----------------   ----------------  ------------------
       Total Assets.......................................   $   114,265.3       $    94,826.3     $   100,286.6
                                                            =================   ================  ==================
</TABLE>

                                      F-51
<PAGE>


21)     QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

        The quarterly results of operations for 2003 and 2002 are summarized
        below:

<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                       ------------------------------------------------------------------------------
                                           March 31           June 30           September 30          December 31
                                       -----------------  -----------------   ------------------   ------------------
                                                                       (In Millions)
<S>                                     <C>                <C>                 <C>                  <C>
        2003
        Total Revenues................  $     1,674.7      $     1,826.8       $    1,857.8         $    2,043.2
                                       =================  =================   ==================   ==================

        Earnings from
          Continuing Operations.......  $        35.7      $       209.7       $      134.8         $      140.8
                                       =================  =================   ==================   ==================

        Net Earnings..................  $        35.7      $       209.8       $      135.5         $      143.4
                                       =================  =================   ==================   ==================

        2002
        Total Revenues................  $     1,883.9      $     2,072.1       $    1,860.9         $    1,530.1
                                       =================  =================   ==================   ==================

        Earnings from Continuing
          Operations..................  $       162.6      $       206.5       $      267.1         $      (21.3)
                                       =================  =================   ==================   ==================

        Net Earnings..................  $       130.4      $       205.1       $      286.5         $      (34.6)
                                       =================  =================   ==================   ==================
</TABLE>


22)     ACCOUNTING FOR STOCK-BASED COMPENSATION

        The Holding Company sponsors a stock incentive plan for employees of
        Equitable Life. Alliance sponsors its 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. Stock-based employee compensation expense is not reflected
        in the statement of earnings as all options granted under those plans
        had an exercise price equal to the market value of the underlying common
        stock on the date of the grant. The following table illustrates the
        effect on net income had compensation expense as related to options
        awarded under the Company's Stock Incentive Plans been determined based
        on SFAS No. 123's fair value based method, including the cost of the
        amendments and modifications made in connection with AXA's acquisition
        of the minority interest in the Holding Company:

<TABLE>
<CAPTION>
                                                                  2003               2002                 2001
                                                            -----------------   ----------------   -------------------
                                                                                  (In Millions)

<S>                                                          <C>                 <C>                <C>
        Net income, as reported............................  $       524.4       $      587.4       $      647.0
        Less: total stock-based employee compensation
           expense determined under fair value method for
           all awards, net of Federal income tax benefit...          (35.8)             (36.0)             (22.2)
                                                            -----------------   ----------------   -------------------
        Pro Forma Net Earnings.............................  $       488.6       $      551.4       $      624.8
                                                            =================   ================   ===================
</TABLE>

        In conjunction with approval of the agreement for AXA's acquisition of
        the minority interest in the Holding Company's Common Stock, generally
        all outstanding options awarded under the 1997 and 1991 Stock Incentive
        Plans were amended to become immediately and fully exercisable pursuant
        to their terms upon expiration of the initial tender offer. In addition,
        the agreement provided that at the effective time of the merger, the
        terms of all outstanding options granted under those Plans would be
        further amended and converted into options of equivalent intrinsic value
        to acquire a number of AXA ordinary shares in the form of ADRs. Also
        pursuant to the agreement, holders of non-qualified options were
        provided with an alternative to elect cancellation of those options at
        the effective time of the merger in exchange for a cash payment from the
        Holding Company. For the year ended December 31, 2000, the Company
        recognized compensation expense of $493.9 million, representing the cost
        of these Plan amendments and modifications offset by an addition to
        capital in excess of par value.

                                      F-52
<PAGE>

        Beginning in 2001, under the 1997 Stock Incentive Plan, the Holding
        Company can grant AXA ADRs and options to purchase AXA ADRs. The
        options, which include Incentive Stock Options and Nonstatutory Stock
        Options, are issued at the fair market value of the AXA ADRs on the date
        of grant. Generally, one-third of stock options granted vest and become
        exercisable on each of the first three anniversaries of the date such
        options were granted. Options are currently exercisable up to 10 years
        from the date of grant.

        Following completion of the merger of AXA Merger Corp. with and into the
        Holding Company, certain employees exchanged AXA ADR options for tandem
        Stock Appreciation Rights and at-the-money AXA ADR options of equivalent
        intrinsic value. The maximum obligation for the Stock Appreciation
        Rights is $73.3 million, based upon the underlying price of AXA ADRs at
        January 2, 2001, the closing date of the aforementioned merger. The
        Company recorded an increase (reduction) in the Stock Appreciation
        Rights liability of $12.0 million and $(10.2) million for 2003 and 2002,
        respectively, reflecting the variable accounting for the Stock
        Appreciation Rights, based on the change in the market value of AXA ADRs
        in 2003 and 2002.

        The Black-Scholes option pricing model was used in determining the fair
        values of option awards used in the pro-forma disclosures above. The
        option pricing assumptions for 2003, 2002 and 2001 follow:

<TABLE>
<CAPTION>
                                       Holding Company                            Alliance
                           -----------------------------------------   -------------------------------
                               2003           2002         2001          2003      2002       2001
                           -------------  ------------- ------------   -------------------- ----------

<S>                           <C>            <C>           <C>           <C>       <C>        <C>
        Dividend yield....    2.48%          2.54%         1.52%         6.1%      5.80%      5.80%

        Expected
          volatility......     46%            46%           29%           32%       32%        33%

        Risk-free interest
          rate............    2.72%          4.04%         4.98%         3.0%      4.2%       4.5%

        Expected life
          in years........      5              5             5            7.0       7.0        7.2

        Weighted average
          fair value per
          option at
          grant-date......    $4.39          $6.30         $9.42         $5.96     $5.89      $9.23
</TABLE>

        A summary of the activity in the option shares of the Holding Company
        and Alliance's option plans follows, including information about options
        outstanding and exercisable at December 31, 2003. Outstanding options at
        January 2, 2001 to acquire AXA ADRs reflect the conversion of 11.5
        million share options of the Holding Company that remained outstanding
        following the above-described cash settlement made pursuant to the
        agreement for AXA's acquisition of the minority interest in the Holding
        Company's Common Stock. All information presented below as related to
        options to acquire AXA ADRs gives appropriate effect to AXA's May 2001
        four-for-one stock split and the related changes in ADR parity for each
        Holding Company share option:

                                      F-53
<PAGE>

<TABLE>
<CAPTION>
                                                       Holding Company                          Alliance
                                             ------------------------------------   ---------------------------------
                                                                    Weighted                            Weighted
                                                                    Average                             Average
                                                  AXA ADRs          Exercise            Units           Exercise
                                               (In Millions)         Price          (In Millions)        Price
                                             ------------------- ----------------   --------------- -----------------


<S>                                               <C>               <C>                  <C>            <C>
        :
        Balance at January 2, 2001                18.3              $21.65               15.4           $28.73
          Granted........................         17.0              $31.55                2.5           $50.34
          Exercised......................         (2.2)             $11.57               (1.7)          $13.45
          Forfeited......................         (3.1)             $32.02                (.3)          $34.51
                                             -------------------                    ---------------

        Balance at December 31, 2001.....         30.0              $31.55               15.9           $33.58
          Granted........................          6.7              $17.24                2.4           $33.32
          Exercised......................          (.2)             $10.70               (1.4)          $14.83
          Forfeited......................         (1.2)             $27.12                (.5)          $42.99
                                             -------------------                    ---------------

        Balance at December 31, 2002              35.3              $25.14               16.4           $34.92
          Granted.........................         9.1              $12.60                 .1           $35.01
          Exercised.......................        (1.7)              $7.85               (1.2)          $17.26
          Forfeited.......................        (1.8)             $25.16               (1.5)          $43.26
                                             -------------------                    ---------------
        Balance at December 31, 2003              40.9              $23.04               13.8           $35.55
                                             ===================                    ===============
</TABLE>

        Information about options outstanding and exercisable at December 31,
        2003 follows:

<TABLE>
<CAPTION>
                                            Options Outstanding                            Options Exercisable
                             ---------------------------------------------------   -------------------------------------
                                                   Weighted
                                                    Average         Weighted                               Weighted
              Range of             Number          Remaining        Average             Number              Average
              Exercise          Outstanding       Contractual       Exercise          Exercisable          Exercise
               Prices          (In Millions)     Life (Years)        Price           (In Millions)           Price
        --------------------------------------- ---------------- ---------------   ------------------   ----------------

              AXA ADRs
        ----------------------

<S>                                 <C>                <C>            <C>                <C>                 <C>
          $ 6.325 - $ 9.01            .4               1.86           $ 7.64               .4                $ 7.63
          $10.195 - $15.20          11.8               8.35           $12.73              2.1                $13.23
          $15.995 - $22.84           9.9               6.82           $18.50              6.3                $18.66
          $26.095 - $33.025         13.8               4.63           $30.85              9.6                $30.48
          $36.031                    5.0               5.48           $36.03              5.0                $36.03
                              -----------------                                    ------------------
          $ 6.325 - $36.031         40.9               6.31           $23.04             23.4                $26.52
                              =================                                    ==================
</TABLE>


<TABLE>
<CAPTION>
              Alliance
        ----------------------
<S>                                 <C>                <C>            <C>                <C>                 <C>
           $ 8.81 - $18.47           2.6               2.48           $13.19              2.6                $13.19
           $24.84 - $30.25           3.2               5.35           $27.90              2.9                $27.69
           $30.94 - $48.50           4.3               7.76           $40.63              1.8                $44.85
           $50.15 - $50.56           2.0               7.92           $50.25               .8                $50.25
           $51.10 - $58.50           1.7               6.95           $53.77              1.0                $53.76
                              -----------------                                    ------------------
           $ 8.81 - $58.50          13.8               6.13           $35.55              9.1                $31.89
                              =================                                    ==================
</TABLE>

        The Company's ownership interest in Alliance will continue to be reduced
        upon the exercise of unit options granted to certain Alliance employees.
        Options are exercisable over periods of up to ten years.

        In 1997, Alliance Holding established a long-term incentive compensation
        plan under which grants are made to key employees for terms established
        by Alliance Holding at the time of grant. These awards include options,
        restricted Alliance Holding units and phantom restricted Alliance
        Holding units, performance awards, other Alliance Holding unit based
        awards, or any combination thereof. At December 31, 2003, approximately
        13.0 million Alliance Holding units of a maximum 41.0 million units were
        subject to options granted and 103,262 Alliance Holding units were
        subject to awards made under this plan.

                                      F-54
<PAGE>


23)     RELATED PARTY TRANSACTIONS

        Beginning January 1, 2000, the Company reimburses the Holding Company
        for expenses relating to the Excess Retirement Plan, Supplemental
        Executive Retirement Plan and certain other employee benefit plans that
        provide participants with medical, life insurance, and deferred
        compensation benefits. Such reimbursement was based on the cost to the
        Holding Company of the benefits provided which totaled $57.6 million and
        $39.7 million, respectively, for 2003 and 2002.

        The Company paid $639.1 million and $596.6 million, respectively, of
        commissions and fees to AXA Distribution and its subsidiaries for sales
        of insurance products for 2003 and 2002. The Company charged AXA
        Distribution's subsidiaries $304.4 million and $411.9 million,
        respectively, for their applicable share of operating expenses for 2003
        and 2002, pursuant to the Agreements for Services.

        In September 2001, Equitable Life loaned $400.0 million to AXA Insurance
        Holding Co. Ltd., a subsidiary of AXA. This investment has an interest
        rate of 5.89% and matures on June 15, 2007. All payments, including
        interest payable semi-annually, are guaranteed by AXA.

        Both Equitable Life and Alliance, along with other AXA affiliates,
        participate in certain intercompany cost sharing and service agreements
        which include technology and professional development arrangements.
        Payments by Equitable Life and Alliance to AXA under such agreements
        totaled approximately $16.7 million and $17.9 million in 2003 and 2002,
        respectively. Payments by AXA and AXA affiliates to Equitable Life under
        such agreements totaled $32.5 million and $17.6 million in 2003 and
        2002, respectively.

        In 2003, Equitable Life entered into a reinsurance agreement with AXA
        Financial Reinsurance Company (Bermuda), LTD ("AXA Bermuda"), an
        indirect wholly owned subsidiary of the Holding Company, to cede certain
        term insurance policies written after December 2002. Equitable Life
        ceded $9.0 million of premiums and $2.8 million of reinsurance reserves
        to AXA Bermuda in 2003.

        Commissions, fees and other income includes certain revenues for
        services provided to mutual funds managed by Alliance described below:

<TABLE>
<CAPTION>
                                                                  2003               2002               2001
                                                            -----------------   ----------------  ------------------
                                                                                 (In Millions)

<S>                                                          <C>                 <C>               <C>
       Investment advisory and services fees..............   $       824.6       $       854.5     $       997.1
       Distribution revenues..............................           436.0               467.5             544.6
       Shareholder servicing fees.........................            82.3                89.7              87.2
       Other revenues.....................................            11.4                10.2              11.0
       Brokerage..........................................             3.6                 7.0               5.7
</TABLE>



                                      F-55
<PAGE>




                      REPORT OF INDEPENDENT AUDITORS ON
                   CONSOLIDATED FINANCIAL STATEMENT SCHEDULES





To the Board of Directors of
The Equitable Life Assurance Society of the United States


Our audits of the consolidated financial statements referred to in our report
dated March 9, 2004 appearing on page F-1 of this Annual Report on Form 10-K
also included an audit of the financial statement schedules listed in Item
15(a)2 of this Form 10-K. In our opinion, these financial statement schedules
present fairly, in all material respects, the information set forth therein when
read in conjunction with the related consolidated financial statements.




/s/PricewaterhouseCoopers LLP
New York, New York

March 9, 2004






                                      F-56
<PAGE>




            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                                   SCHEDULE I
       SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN RELATED PARTIES
                                DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                                   Estimated          Carrying
Type of Investment                                              Cost (A)          Fair Value           Value
- -------------------                                         -----------------   ----------------   ---------------
                                                                                (In Millions)

<S>                                                         <C>                 <C>                <C>
Fixed maturities:
   U.S. government, agencies and authorities..............   $       812.3       $      870.5       $      870.5
   State, municipalities and political subdivisions.......           188.2              200.3              200.3
   Foreign governments....................................           248.4              294.0              294.0
   Public utilities.......................................         2,994.1            3,214.1            3,214.1
   All other corporate bonds..............................        21,496.6           22,957.7           22,957.7
   Redeemable preferred stocks............................         1,412.0            1,558.9            1,558.9
                                                            -----------------   ----------------   ---------------
Total fixed maturities....................................        27,151.6           29,095.5           29,095.5
                                                            -----------------   ----------------   ---------------
Equity securities:
  Common stocks:
    Industrial, miscellaneous and all other...............            13.5               13.6               13.6
Mortgage loans on real estate.............................         3,503.1            3,761.7            3,503.1
Real estate...............................................           310.8              XXX                310.8
Real estate acquired in satisfaction of debt..............           275.8              XXX                275.8
Real estate joint ventures................................            69.9              XXX                 69.9
Policy loans..............................................         3,894.3            4,481.9            3,894.3
Other limited partnership interests.......................           775.5              775.5              775.5
Other invested assets.....................................         1,101.6            1,101.6            1,101.6
                                                            -----------------   ----------------   ---------------

Total Investments.........................................   $    37,096.1       $   39,229.8       $   39,040.1
                                                            =================   ================   ===============
</TABLE>

(A) Cost for fixed maturities represents original cost, reduced by repayments
    and writedowns and adjusted for amortization of premiums or accretion of
    discount; for equity securities, cost represents original cost reduced by
    writedowns; for other limited partnership interests, cost represents
    original cost adjusted for equity in earnings and distributions.







                                      F-57
<PAGE>



            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                                   SCHEDULE II
                         BALANCE SHEETS (PARENT COMPANY)
                           DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                                   2003                 2002
                                                                              -----------------    -----------------
                                                                                         (In Millions)

<S>                                                                           <C>                  <C>
ASSETS
Investment:
  Fixed maturities:
    Available for sale, at estimated fair value (amortized
      cost of $26,874.1 and $24,480.4, respectively)........................  $     28,787.4       $     25,981.9
  Mortgage loans on real estate.............................................         3,503.1              3,746.2
  Equity real estate........................................................           656.4                717.3
  Policy loans..............................................................         3,670.4              3,805.8
  Investments in and loans to affiliates....................................         1,246.9              1,359.3
  Other equity investments..................................................           789.0                720.2
  Other invested assets.....................................................           590.7                892.4
                                                                              -----------------    -----------------
      Total investments.....................................................        39,243.9             37,223.1
Cash and cash equivalents...................................................           402.4                 15.3
Deferred policy acquisition costs...........................................         6,248.6              5,749.8
Amounts due from reinsurers.................................................         1,510.8              1,482.4
Other assets................................................................         2,228.8              2,289.2
Loans to affiliates.........................................................           400.0                413.0
Prepaid pension asset.......................................................           838.3                865.1
Separate Accounts assets....................................................        54,438.1             39,012.1
                                                                              -----------------    -----------------

Total Assets................................................................  $    105,310.9       $     87,050.0
                                                                              =================    =================

LIABILITIES
Policyholders' account balances.............................................  $     24,907.5       $     22,630.6
Future policy benefits and other policyholders liabilities..................        13,831.4             13,892.5
Short-term and long-term debt...............................................           847.9                847.8
Federal income taxes payable................................................         1,775.9              1,474.2
Other liabilities...........................................................           877.0                922.0
Separate Accounts liabilities...............................................        54,300.6             38,883.8
                                                                              -----------------    -----------------
      Total liabilities.....................................................        96,540.3             78,650.9
                                                                              -----------------    -----------------

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..............................................         4,848.2              4,812.8
Retained earnings...........................................................         3,027.1              2,902.7
Accumulated other comprehensive income......................................           892.8                681.1
                                                                              -----------------    -----------------
      Total shareholder's equity............................................         8,770.6              8,399.1
                                                                              -----------------    -----------------

Total Liabilities and Shareholder's Equity..................................  $    105,310.9       $     87,050.0
                                                                              =================    =================
</TABLE>


The financial information of The Equitable Life Assurance Society of the United
States (Parent Company) should be read in conjunction with the Consolidated
Financial Statements and Notes thereto. For information regarding capital in
excess of par value refer to Note 1 of Notes to Consolidated Financial
Statements.


                                      F-58
<PAGE>



            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                                   SCHEDULE II
                     STATEMENTS OF EARNINGS (PARENT COMPANY)
                    YEARS ENDED DECEMBER 31, 2003, 2002, 2001



<TABLE>
<CAPTION>
                                                                      2003                2002               2001
                                                                 -----------------   -----------------   ---------------
                                                                                     (In Millions)
<S>                                                              <C>                 <C>                <C>
REVENUES
Universal life and investment-type product policy fee
  income........................................................  $     1,373.1      $     1,312.3       $     1,337.4
Premiums........................................................          882.8              936.7             1,010.0
Net investment income...........................................        2,338.3            2,321.7             2,301.9
Investment losses, net..........................................          (70.6)            (264.1)             (201.4)
Equity in earnings of subsidiaries .............................           44.3              113.1               134.2
Commissions, fees and other income..............................          163.2              337.6               244.1
                                                                 -----------------   -----------------  ----------------
      Total revenues............................................        4,731.1            4,757.3             4,826.2
                                                                 -----------------   -----------------  ----------------

BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits.........................................        1,691.0            2,025.7             1,878.9
Interest credited to policyholders' account balances............          946.6              945.5               957.1
Compensation and benefits.......................................          379.1              310.2               371.3
Commissions.....................................................        1,072.4              835.5               825.0
Interest expense................................................           58.8               72.5                71.5
Amortization of deferred policy acquisition costs...............          424.9              292.6               284.0
Capitalization of deferred policy acquisition costs.............         (990.0)            (753.2)             (743.4)
Rent expense....................................................           67.9               66.7                62.8
Amortization and depreciation...................................           98.1               88.0                92.1
Premium taxes...................................................           35.7               36.3                36.9
Other operating costs and expenses..............................          242.7              248.0               159.0
                                                                 -----------------   -----------------  ----------------
      Total benefits and other deductions.......................        4,027.2            4,167.8             3,995.2
                                                                 -----------------   -----------------  ----------------

Earnings from continuing operations before
  Federal income taxes..........................................          703.9              589.5               831.0
Federal income tax (expense) benefit............................         (182.9)              25.4              (224.4)
                                                                 -----------------   -----------------  ----------------
Earnings from continuing operations.............................          521.0              614.9               606.6
Earnings from discontinued operations, net of
   Federal income taxes.........................................            3.4                5.6                43.9
Cumulative effect of accounting changes, net of
   Federal income taxes.........................................            -                (33.1)               (3.5)
                                                                 -----------------   -----------------  ----------------
Net Earnings....................................................  $       524.4      $       587.4       $       647.0
                                                                 =================   =================  ================
</TABLE>

                                      F-59
<PAGE>




            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                                   SCHEDULE II
                    STATEMENTS OF CASH FLOWS (PARENT COMPANY)
                  YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                      2003                2002                2001
                                                                 -----------------   -----------------   ----------------
                                                                                     (In Millions)

<S>                                                               <C>                <C>                 <C>
Net earnings....................................................  $       524.4      $       587.4       $       647.0
Adjustments to reconcile net earnings to net cash
  provided by operating activities:
  Interest credited to policyholders' account balances..........          946.6              945.5               957.1
  Universal life and investment-type policy fee income..........       (1,373.1)          (1,312.3)           (1,337.4)
  Investment losses net.........................................           70.6              264.1               201.4
  Equity in net earnings of subsidiaries........................          (44.3)            (113.1)             (134.2)
  Dividends from subsidiaries...................................          181.8              213.6             1,289.4
  Change in deferred policy acquisition costs...................         (565.1)            (460.6)             (459.4)
  Change in future policy benefits and other policyholder
    funds.......................................................          (98.7)             216.1               (15.6)
  Change in prepaid pension asset...............................           26.8             (363.0)              (56.7)
  Change in fair value of guaranteed minimum income
      benefit reinsurance contract..............................           91.0             (120.0)                -
  Change in property and equipment..............................          (23.9)             (23.2)             (121.7)
  Change in Federal income tax payable..........................          193.0               93.2               573.9
  Amortization and depreciation.................................           98.1               88.0                92.1
  Other, net....................................................          187.2              118.2                57.9
                                                                 -----------------   -----------------  -----------------

Net cash provided by operating activities.......................          214.4              133.9             1,693.8
                                                                 -----------------   -----------------  -----------------

Cash flows from investing activities:
  Maturities and repayments.....................................        4,180.6            2,973.1             2,429.1
  Sales.........................................................        4,778.7            7,624.4             7,470.3
  Purchases.....................................................      (11,403.4)         (12,609.2)          (11,775.1)
  Increase in loans to discontinued operations..................            2.5               38.1                14.7
  Change in short-term investments..............................          357.0             (570.9)              123.1
  Change in policy loans........................................          135.6               71.5               (52.2)
  Loans to affiliates...........................................            -                  -                (400.0)
  Other, net....................................................          (61.7)              97.5               (60.3)
                                                                 -----------------   -----------------  -----------------

Net cash used by investing activities...........................       (2,010.7)          (2,375.5)           (2,250.4)
                                                                 -----------------   -----------------  -----------------

Cash flows from financing activities:
  Policyholders' account balances:
    Deposits....................................................        5,689.6            4,384.9             3,252.1
    Withdrawals and transfers to Separate Accounts..............       (3,141.6)          (1,995.9)           (2,445.4)
  Net decrease in short-term financings.........................            (.2)               (.2)                (.2)
  Shareholder dividends paid....................................         (400.0)            (500.0)           (1,700.0)
  Other, net....................................................           35.6               59.1               (29.3)
                                                                 -----------------   -----------------  -----------------

Net cash provided (used) by financing activities................        2,183.4            1,947.9              (922.8)
                                                                 -----------------   -----------------  -----------------

Change in cash and cash equivalents.............................          387.1             (293.7)           (1,479.4)

Cash and cash equivalents, beginning of year....................           15.3              309.0             1,788.4
                                                                 -----------------   -----------------  -----------------

Cash and Cash Equivalents, End of Year..........................  $       402.4      $        15.3       $       309.0
                                                                 =================   =================  =================

Supplemental cash flow information
  Interest Paid.................................................  $        43.2      $        43.6       $        43.4
                                                                 =================   =================  =================
  Income Taxes (Refunded) Paid..................................  $       (58.8)     $      (153.6)      $       517.0
                                                                 =================   =================  =================
</TABLE>

                                      F-60
<PAGE>



            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                                  SCHEDULE III
                       SUPPLEMENTARY INSURANCE INFORMATION
                   AT AND FOR THE YEAR ENDED DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                               Future Policy        Policy
                               Deferred                           Benefits         Charges          (1)
                                Policy       Policyholders'      and Other           and            Net
                             Acquisition        Account        Policyholders'      Premium       Investment
         Segment                Costs           Balance            Funds           Revenue         Income
- -------------------------- --------------- ------------------ ----------------- -------------- ---------------
                                                      (In Millions)

<S>                         <C>              <C>               <C>               <C>            <C>
Insurance..............     $    6,290.4     $    25,307.7     $   13,934.7      $    2,266.1   $    2,340.8
Investment
  Services.............              -                 -                -                -               16.9
Consolidation/
  elimination..........              -                 -                -                -               29.2
                           --------------- ------------------ ----------------- -------------- ---------------
Total..................     $    6,290.4     $    25,307.7     $   13,934.7      $    2,266.1   $     2,386.9
                           =============== ================== ================= ============== ===============

<CAPTION>
                                               Amortization
                            Policyholders'      of Deferred          (2)
                             Benefits and         Policy            Other
                               Interest         Acquisition       Operating
         Segment               Credited            Cost            Expense
- -------------------------- ----------------- ------------------ ---------------


<S>                        <C>                <C>                <C>
Insurance..............     $     2,677.9     $      434.6       $       990.3
Investment
  Services.............               -                -               2,419.9
Consolidation/
  elimination..........               -                -                 (70.4)
                           ----------------- ------------------ ---------------
Total..................     $     2,677.9     $      434.6       $     3,339.8
                           ================= ================== ===============

</TABLE>


(1) Net investment income is based upon specific identification of portfolios
    within segments.

(2) Operating expenses are principally incurred directly by a segment.




                                      F-61
<PAGE>


            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                                  SCHEDULE III
                       SUPPLEMENTARY INSURANCE INFORMATION
                   AT AND FOR THE YEAR ENDED DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                                               Future Policy        Policy
                               Deferred                           Benefits         Charges          (1)
                                Policy       Policyholders'      and Other           and            Net
                             Acquisition        Account        Policyholders'      Premium       Investment
         Segment                Costs           Balance            Funds           Revenue         Income
- -------------------------- -------------- ------------------- ----------------- -------------- ---------------
                                                      (In Millions)

<S>                         <C>              <C>               <C>               <C>            <C>
Insurance..............     $    5,801.0     $    23,037.5     $   13,975.7      $    2,260.7   $    2,331.2
Investment
  Services.............              -                 -                -                -               18.0
Consolidation/
  elimination..........              -                 -                -                -               28.0
                           -------------- ------------------- ----------------- -------------- ---------------
Total..................     $    5,801.0     $    23,037.5     $   13,975.7      $    2,260.7   $     2,377.2
                           ============== =================== ================= ============== ===============

<CAPTION>
                                                Amortization
                             Policyholders'      of Deferred          (2)
                              Benefits and         Policy            Other
                                Interest         Acquisition       Operating
         Segment                Credited            Cost            Expense
- --------------------------  ----------------- ------------------ ---------------


<S>                          <C>               <C>                <C>
Insurance..............      $     3,008.5     $      296.7       $       930.3
Investment
  Services.............                -                -               2,154.2
Consolidation/
  elimination..........                -                -                 (71.3)
                            ----------------- ------------------ ---------------
Total..................      $     3,008.5     $      296.7       $     3,013.2
                            ================= ================== ===============

</TABLE>


(1) Net investment income is based upon specific identification of portfolios
    within segments.

(2) Operating expenses are principally incurred directly by a segment.




                                      F-62
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                                  SCHEDULE III
                       SUPPLEMENTARY INSURANCE INFORMATION
                      FOR THE YEAR ENDED DECEMBER 31, 2001





<TABLE>
<CAPTION>
                                                                    Policy
                                                                   Charges             (1)            Policyholders'
                                                                     and               Net             Benefits and
                                                                   Premium          Investment           Interest
                           Segment                                 Revenue            Income             Credited
- --------------------------------------------------------------- ---------------  ----------------- ----------------------
                                                                                   (In Millions)

<S>                                                              <C>              <C>               <C>
Insurance...................................................     $   2,362.2      $    2,337.9      $        2,870.5
Investment
  Services..................................................             -                39.9                   -
Consolidation/
  elimination...............................................             -                26.5                   -
                                                                ---------------  ----------------- ----------------------
Total.......................................................     $   2,362.2      $    2,404.3      $        2,870.5
                                                                ===============  ================= ======================

<CAPTION>
                                                                    Amortization
                                                                     of Deferred              (2)
                                                                       Policy                Other
                                                                     Acquisition           Operating
                                                                        Cost                Expense
                                                                 -------------------- --------------------


<S>                                                              <C>                  <C>
Insurance...................................................     $       287.9        $      897.4
Investment
  Services..................................................               -               2,409.0
Consolidation/
  elimination...............................................               -                 (90.0)
                                                                -------------------- --------------------
Total.......................................................     $       287.9        $    3,216.4
                                                                ===================== ====================

</TABLE>


(1) Net investment income is based upon specific identification of portfolios
    within segments.

(2) Operating expenses are principally incurred directly by a segment.




                                      F-63
<PAGE>



            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                                   SCHEDULE IV
                                 REINSURANCE (A)
           AT AND FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                         Assumed                            Percentage
                                                     Ceded to              from                             of Amount
                                   Gross               Other              Other              Net             Assumed
                                   Amount            Companies          Companies           Amount            to Net
                              -----------------   ----------------   -----------------  ---------------   ---------------
                                                                (Dollars In Millions)

<S>                            <C>                 <C>                <C>                <C>                   <C>
2003
- ----
Life Insurance In-Force......  $    266,115.8      $   90,031.1       $   41,078.1       $   217,162.8         18.92%
                              =================   ================   =================  ===============

Premiums:
Life insurance and
  annuities..................  $        769.0      $       70.2       $      140.9       $       839.7         16.78%
Accident and health..........           144.8              98.2               12.1                58.7         20.61%
                              -----------------   ----------------   -----------------  ---------------
Total Premiums...............  $        913.8      $      168.4       $      153.0       $       898.4         17.03%
                              =================   ================   =================  ===============

2002
- ----
Life Insurance In-Force......  $    264,456.6      $   89,413.1       $   42,228.6       $   217,281.1         19.44%
                              =================   ================   =================  ===============

Premiums:
Life insurance and
  annuities..................  $        803.3      $       86.8       $      145.7       $       862.2         16.90%
Accident and health..........           151.3             104.0               35.7                83.0         43.01%
                              -----------------   ----------------   -----------------  ---------------
Total Premiums...............  $        954.6      $      190.8       $      181.4       $       945.2         19.19%
                              =================   ================   =================  ===============

2001
- ----
Life Insurance In-Force......  $    263,375.6      $   75,190.5       $   42,640.4       $   230,825.5         18.47%
                              =================   ================   =================  ===============

Premiums:
Life insurance and
  annuities..................  $        830.2      $       63.6       $      138.5       $       905.1         15.30%
Accident and health..........           159.8             109.5               64.5               114.8         56.18%
                              -----------------   ----------------   -----------------  ---------------
Total Premiums...............  $        990.0      $      173.1       $      203.0       $     1,019.9         19.90%
                              =================   ================   =================  ===============
</TABLE>


(A) Includes amounts related to the discontinued group life and health business.

                                      F-64

<PAGE>



*
          Supplement dated May 1, 2004 to Prospectus dated May 1, 2004
    ------------------------------------------------------------------------



                          MEMBERS RETIREMENT PROGRAMS

                          funded under contracts with
           THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
             1290 Avenue of the Americas, New York, New York 10104
                        Toll-Free Telephone 800-223-5790


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

                           VARIABLE ANNUITY BENEFITS

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


           This Prospectus Supplement should be read and retained for
           future reference by Participants in the Members Retirement
                     Programs who are considering variable
                   annuity payment benefits after retirement.



                This Prospectus Supplement is not authorized for
                 distribution unless accompanied or preceded by
                    the Prospectus dated May 1, 2004 for the
                    appropriate Members Retirement Program.




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





<PAGE>


                              RETIREMENT BENEFITS

         When you become eligible to receive benefits under a Members
Retirement Program, you may select one or more of the following forms of
distribution, which are available in variable or fixed form. The law requires
that if the value of your Account Balance is more than $5,000, you must receive
a Qualified Joint and Survivor Annuity unless your Spouse consents to a
different election.

         Life Annuity - annuity providing monthly payments for your life. No
payments will be made after your death, even if you have received only one
payment.

         Life Annuity Period Certain - an annuity providing monthly payments
for your life or, if longer, a specified period of time. If you die before the
end of that specified period, payments will continue to your beneficiary until
the end of the period. Subject to legal limitations, you may specify a minimum
payment period of 5, 10, 15 or 20 years; the longer the specified period, the
smaller the monthly payments will be.

         Joint and Survivor Annuity - Period Certain - an annuity providing
monthly payments for your life and that of your beneficiary or, if longer, a
specified period of time. If you and your beneficiary both die before the end
of the specified period, payments will continue to your contingent beneficiary
until the end of the period. Subject to legal limitations, you may specify a
minimum payment period of 5, 10, 15 or 20 years; the longer the specified
period, the smaller the monthly payments will be.

How Annuity Payments are Made

         When your distribution of benefits under an annuity begins, your Units
in the Funds are redeemed. Part or all of the proceeds, plus part or all of
your Account Balance in the General Account Options, may be used to purchase an
annuity. The minimum amount that can be used to purchase any type of annuity is
$5,000. Usually, a $350 charge will be deducted from the amount used to
purchase the annuity to reimburse us for administrative expenses associated
with processing the application and with issuing each month's annuity payment.
Applicable premium taxes will also be deducted.

Annuity payments may be fixed or variable.

         FIXED ANNUITY PAYMENTS. Fixed annuity payments are determined from our
         annuity rate tables in effect at the time the first annuity payment is
         made. The minimum amount of the fixed payments is determined from
         tables in our contract with the Trustees, which show the amount of
         proceeds necessary to purchase each $1 of monthly annuity payments
         (after deduction of any applicable taxes and the annuity
         administrative charge). These tables are designed to determine the
         amounts required to pay for the annuity selected, taking into account
         our administrative and investment expenses and mortality and expense
         risks. The size of your payment will depend upon the form of annuity
         chosen, your age and the


                                       2
<PAGE>


         age of your beneficiary if you select a joint and survivor annuity.
         If our current group annuity rates for payment of proceeds would
         produce a larger payment, those rates will apply instead of the
         minimums in the contract tables. If we give any group pension client
         with a qualified plan a better annuity rate than those currently
         available for the Program, we will also make those rates available to
         Program participants. The annuity administrative charge may be
         greater than $350 in that case. Under our contract with the Trustees,
         we may change the tables but not more frequently than once every five
         years. Fixed annuity payments will not fluctuate during the payment
         period.

         VARIABLE ANNUITY PAYMENTS. Variable annuity payments are funded
         through our Separate Account No. 4 (Pooled) (the "Fund"), through the
         purchase of Annuity Units. The number of Annuity Units purchased is
         equal to the amount of the first annuity payment divided by the
         Annuity Unit Value for the due date of the first annuity payment. The
         amount of the first annuity payment is determined in the same manner
         for a variable annuity as it is for a fixed annuity. The number of
         Annuity Units stays the same throughout the payment period for the
         variable annuity but the Annuity Unit Value changes to reflect the
         investment income and the realized and unrealized capital gains and
         losses of the Fund, after adjustment for an assumed base rate of
         return of 5-3/4%, described below.

         The amounts of variable annuity payments are determined as follows:
Payments normally start as of the first day of the second calendar month
following our receipt of the proper forms. The first two monthly payments are
the same.

         Payments after the first two will vary according to the investment
performance of the Fund. Each monthly payment will be calculated by multiplying
the number of Annuity Units credited to you by the Annuity Unit Value for the
first business day of the calendar month before the due date of the payment.

         The Annuity Unit Value was set at $1.1553 as of July 1, 1969, the
first day that Separate Account No. 4 (Pooled) was operational. For any month
after that date, it is the Annuity Unit Value for the preceding month
multiplied by the change factor for the current month. The change factor gives
effect to the assumed annual base rate of return of 4-3/4% and to the actual
investment experience of the Fund.

         Because of the adjustment for the assumed base rate of return, the
Annuity Unit Value rises and falls depending on whether the actual rate of
investment return is higher or lower than 5-3/4%.

         Illustration of Changes in Annuity Payments. To show how we determine
variable annuity payments from month to month, assume that the amount you
applied to purchase an annuity is enough to fund an annuity with a monthly
payment of $363 and that the Annuity Unit Value for the due date of the first
annuity payment is $1.05. The number of annuity units credited under your
certificate would be 345.71 (363 divided by 1.05 = 345.71). If the


                                       3
<PAGE>


third monthly payment is due on March 1, and the Annuity Unit Value for
February was $1.10, the annuity payment for March would be the number of units
(345.71) times the Annuity Unit Value ($1.10), or $380.28. If the Annuity Unit
Value was $1.00 on March 1, the annuity payment for April would be 345.71 times
$1.00 or $345.71.

Summary of Annuity Unit Values for the Fund

         This table shows the Annuity Unit Values with an assumed based rate of
return of 5 3/4%.



                First Business Day of          Annuity Unit Value
                ---------------------          ------------------
                     October 1987                   $4.3934
                     October 1988                   $3.5444
                     October 1989                   $4.8357
                     October 1990                   $3.8569
                     October 1991                   $5.4677
                     October 1992                   $5.1818
                     October 1993                   $6.3886
                     October 1994                   $6.1563
                     October 1995                   $7.4970
                     October 1996                   $8.0828
                     October 1997                  $11.0300
                     October 1998                   $7.5963
                     October 1999                   $9.8568
                     October 2000                  $10.6810
                     October 2001                   $7.3761
                     October 2002                   $5.3455
                     October 2003                   $6.3322


                                    THE FUND

         The Fund (Separate Account No. 4 (Pooled)) was established pursuant to
the Insurance law of the State of New York in 1969. It is an investment account
used to fund benefits under group annuity contracts and other agreements for
tax-deferred retirement programs administered by us.



         For a full description of the Fund, its investment policies, the risks
of an investment in the Fund and information relating to the valuation of Fund
assets, see the description of the Fund in our May 1, 2004 prospectus and the
Statement of Additional Information.



                               INVESTMENT MANAGER

The Manager



         We, Equitable Life, act as Investment Manager to the Fund. As such, we
have complete discretion over Fund assets and we invest and reinvest these
assets in accordance with the investment policies described in our May 1, 2004
prospectus and Statement of Additional Information.




                                       4
<PAGE>




         We are a New York stock life insurance company with our Home Office at
1290 Avenue of the Americas, New York, New York 10104. Founded in 1859, we are
one of the largest insurance companies in the United States. Equitable Life, our
sole stockholder AXA Financial, Inc., and their subsidiaries managed assets of
approximately $508.31 billion as of December 31, 2003, including third party
assets of $413.96 billion.



Investment Management



         In providing investment management to the Fund, we currently use the
personnel and facilities of our majority owned subsidiary, Alliance Capital
Management L.P. ("Alliance"), for portfolio selection and transaction services.
For a description of Alliance, see our May 1, 2004 Members Retirement Program
prospectuses.



Fund Transactions



         The Fund is charged for securities brokers commissions, transfer taxes
and other fees relating to securities transactions. Transactions in equity
securities for the Fund are executed primarily through brokers which are
selected by Alliance/Equitable Life and receive commissions paid by the Fund.
For 2003, 2002, and 2001, the Fund paid $929,767, $1,298,849 and $3,576,437,
respectively, in brokerage commissions. For a full description of our policies
relating to the selection of brokers, see the description of the fund in our May
1, 2004 Statement of Additional Information.




                                       5
<PAGE>


                              FINANCIAL STATEMENTS

                  The financial statements of the Fund reflect applicable fees,
charges and other expenses under the Members Retirement Programs as in effect
during the periods covered, as well as the charges against the account made in
accordance with the terms of all other contracts participating in the account.




Separate Account No. 4 (Pooled):                                   Page

Report of Independent Auditors - PricewaterhouseCoopers LLP           7

        Statement of Assets and Liabilities,
             December 31, 2003                                        8

        Statement of Operations for the Year Ended
             December 31, 2003                                        9

        Statements of Changes in Net Assets for the Years Ended
             December 31, 2003 and 2002                              10

        Portfolio of Investments
             December 31, 2003                                       11

        Notes to Financial Statements                                13




                                       6

<PAGE>



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







Report of Independent Auditors

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

To the Board of Directors of The Equitable Life Assurance
Society of the United States and the Contractowners
of Separate Account No. 4
of The Equitable Life Assurance Society of the United States


In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets present fairly, in all material respects, the financial
position of Separate Account No. 4 (Pooled) (The Growth Equity Fund) of The
Equitable Life Assurance Society of the United States ("Equitable Life") at
December 31, 2003, the results of its operations for the year then ended and the
changes in its net assets for each of the two years in the period then ended, in
conformity with accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of Equitable Life's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these financial
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at December 31, 2003 by
correspondence with the custodian and brokers, provide a reasonable basis for
our opinion.





/s/ PricewaterhouseCoopers LLP
New York, New York
March 9, 2004


                                        7
<PAGE>


- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 4 (POOLED)
(THE GROWTH EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES



Statement of Assets and Liabilities
DECEMBER 31, 2003
- --------------------------------------------------------------------------------



<TABLE>
<CAPTION>
<S>                                                                          <C>
ASSETS:
Investments (Notes 2 and 3):
 Common stocks -- at value (cost: $544,355,567)...........................    $688,441,577
 Short-term debt securities -- at value (amortized cost: $2,899,903)......       2,899,903
Cash .....................................................................          28,861
Interest and dividends receivable ........................................         173,513
- ------------------------------------------------------------------------------------------
Total assets .............................................................     691,543,854
- ------------------------------------------------------------------------------------------
LIABILITIES:
Due to Equitable Life's General Account ..................................       1,479,136
Due to custodian .........................................................         158,346
Accrued expenses .........................................................         634,709
- ------------------------------------------------------------------------------------------
Total liabilities ........................................................       2,272,191
- ------------------------------------------------------------------------------------------
NET ASSETS ...............................................................    $689,271,663
==========================================================================================
Amount retained by Equitable Life in Separate Account No. 4 ..............    $  1,900,151
Net assets attributable to contract owners ...............................     650,055,629
Net assets allocated to contracts in payout period .......................      37,315,883
- ------------------------------------------------------------------------------------------
NET ASSETS ...............................................................    $689,271,663
==========================================================================================
</TABLE>



<TABLE>
<CAPTION>
                                             UNITS OUTSTANDING      UNIT VALUES
                                            -------------------   --------------
<S>                                         <C>                   <C>
Institutional ............................         57,451          $  6,324.43
RIA ......................................         38,302               602.90
Momentum Strategy ........................          5,481                79.38
MRP ......................................        153,077               251.02
ADA ......................................        827,037               302.18
EPP ......................................         22,647               617.58
</TABLE>



The accompanying notes are an integral part of these financial statements.


                                        8
<PAGE>

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

SEPARATE ACCOUNT NO. 4 (POOLED)
(THE GROWTH EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES


Statement of Operations
YEAR ENDED DECEMBER 31, 2003
- --------------------------------------------------------------------------------



<TABLE>
<CAPTION>
<S>                                                                        <C>
INVESTMENT INCOME (NOTE 2):
Dividends (net of foreign taxes withheld of $2,550).....................    $   2,841,875
Interest ...............................................................           31,716
- ------------------------------------------------------------------------------------------
Total investment income ................................................        2,873,591
- ------------------------------------------------------------------------------------------
EXPENSES (NOTE 5):
Investment management fees .............................................       (1,133,660)
Operating and expense charges ..........................................       (2,010,575)
- ------------------------------------------------------------------------------------------
Total expenses .........................................................       (3,144,235)
- ------------------------------------------------------------------------------------------
Net investment loss ....................................................         (270,644)
- ------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 2):
Realized loss from security and foreign currency transactions ..........      (17,379,109)
Change in unrealized appreciation /depreciation of investments .........      208,381,402
- ------------------------------------------------------------------------------------------
Net realized and unrealized gain on investments ........................      191,002,293
- ------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS ATTRIBUTABLE TO OPERATIONS ..................    $ 190,731,649
==========================================================================================
</TABLE>



The accompanying notes are an integral part of these financial statements.


                                        9
<PAGE>

- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 4 (POOLED)
(THE GROWTH EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES


Statements of Changes in Net Assets
- --------------------------------------------------------------------------------



<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                                                                       YEAR ENDED DECEMBER 31,
                                                                                       2003                2002
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>                <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment loss ..........................................................    $     (270,644)    $     (702,786)
Net realized loss on investments and foreign currency transactions ...........       (17,379,109)      (232,393,293)
Change in unrealized appreciation/depreciation of investments ................       208,381,402            (71,538)
- --------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets attributable to operations .............       190,731,649       (233,167,617)
- --------------------------------------------------------------------------------------------------------------------
FROM CONTRIBUTIONS AND WITHDRAWALS:
Contributions ................................................................        93,626,844        115,415,532
Withdrawals ..................................................................      (129,176,442)      (240,773,263)
Asset management fees ........................................................        (1,011,672)        (1,363,796)
Administrative fees ..........................................................          (434,123)          (629,647)
- --------------------------------------------------------------------------------------------------------------------
Net decrease in net assets attributable to contributions and withdrawals .....       (36,995,393)      (127,351,174)
- --------------------------------------------------------------------------------------------------------------------
Net increase in net assets attributable to Equitable Life's transactions .....            11,716             19,350
- --------------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS ............................................       153,747,972       (360,499,441)
NET ASSETS -- BEGINNING OF YEAR ..............................................       535,523,691        896,023,132
- --------------------------------------------------------------------------------------------------------------------
NET ASSETS -- END OF YEAR ....................................................    $  689,271,663     $  535,523,691
====================================================================================================================
</TABLE>



The accompanying notes are an integral part of these financial statements.


                                       10
<PAGE>


SEPARATE ACCOUNT NO. 4 (POOLED)
(THE GROWTH EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES


Portfolio of Investments -- December 31, 2003



<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                                               NUMBER OF              VALUE
                                                SHARES               (NOTE 2)
- --------------------------------------------------------------------------------
<S>                                      <C>                    <C>
COMMON STOCKS:
AEROSPACE & DEFENSE (0.5%)
DEFENSE ELECTRONICS (0.5%)
L-3 Communications
   Holdings, Inc.* ...................          71,800            $ 3,687,648
                                                                  -----------
CAPITAL GOODS (0.9%)
ENGINEERING & CONSTRUCTION (0.9%)
Jacobs Engineering Group, Inc.*                129,100              6,198,091
                                                                  -----------
CONSUMER MANUFACTURING (14.9%)
BUILDING & RELATED (5.5%)
Centex Corp. .........................         106,300             11,443,195
D. R. Horton, Inc. ...................         212,300              9,184,098
Lennar Corp. (Class A) ...............         112,600             10,809,600
NVR, Inc. * ..........................          14,500              6,757,000
                                                                  -----------
                                                                   38,193,893
                                                                  -----------
CONSUMER SERVICES (14.9%)
BROADCASTING & CABLE (2.3%)
Comcast Corp. SPL (Class A)* .........         518,300             16,212,424
                                                                  -----------
ENTERTAINMENT & LEISURE (3.0%)
Harley-Davidson, Inc. ................         440,600             20,941,718
                                                                  -----------
RETAIL-GENERAL MERCHANDISE (3.2%)
Bed Bath & Beyond, Inc.* .............         249,000             10,794,150
Lowe's Companies, Inc. ...............         142,300              7,881,997
Tiffany & Co. ........................          65,300              2,951,560
                                                                  -----------
                                                                   21,627,707
                                                                  -----------
MISCELLANEOUS (6.4%)
Apollo Group, Inc.* ..................          21,300              1,448,400
Career Education Corp.* ..............         460,600             18,456,242
CDW Corp. ............................         130,700              7,549,232
Education Management Corp.* ..........         119,600              3,712,384
Iron Mountain, Inc.* .................         252,600              9,987,804
Strayer Education, Inc. ..............          26,400              2,873,112
                                                                  -----------
                                                                   44,027,174
                                                                  -----------
                                                                  102,809,023
                                                                  -----------
ENERGY (1.2%)
DOMESTIC PRODUCERS (1.2%)
Apache Corp. .........................          97,180              7,881,298
                                                                  -----------
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                                               NUMBER OF              VALUE
                                                SHARES               (NOTE 2)
- --------------------------------------------------------------------------------
<S>                                      <C>                    <C>
FINANCE (24.1%)
BROKERAGE & MONEY
   MANAGEMENT (9.4%)
Goldman Sachs Group, Inc. ............         130,700            $12,904,011
Legg Mason, Inc. .....................         399,700             30,848,846
Merrill Lynch & Co., Inc. ............         152,300              8,932,395
Morgan Stanley Dean
   Witter & Co. ......................         206,700             11,961,729
                                                                  -----------
                                                                   64,646,981
                                                                  -----------
INSURANCE (5.1%)
American International
   Group, Inc. .......................         377,900             25,047,212
Everest Re Group Ltd. ................         122,400             10,355,040
                                                                  -----------
                                                                   35,402,252
                                                                  -----------
MISCELLANEOUS (9.6%)
AMBAC Financial Group, Inc. ..........         242,700             16,840,953
Citigroup, Inc. ......................         634,400             30,793,776
MBNA Corp. ...........................         733,750             18,233,688
                                                                  -----------
                                                                   65,868,417
                                                                  -----------
                                                                  165,917,650
                                                                  -----------
HEALTH CARE (21.8%)
BIOTECHNOLOGY (1.4%)
Cephalon, Inc.* ......................          69,600              3,369,336
Gilead Sciences, Inc.* ...............         106,300              6,180,282
                                                                  -----------
                                                                    9,549,618
                                                                  -----------
DRUGS (5.3%)
Forest Laboratories, Inc.* ...........         456,600             28,217,880
Teva Pharmaceutical
   Industries Ltd ....................         140,200              7,950,742
                                                                  -----------
                                                                   36,168,622
                                                                  -----------
MEDICAL PRODUCTS (5.2%)
Alcon, Inc. ..........................          95,100              5,757,354
Patterson Dental Company* ............         104,700              6,717,552
St. Jude Medical, Inc.* ..............          43,300              2,656,455
Stryker Corp. ........................         219,700             18,676,697
Zimmer Holdings, Inc.* ...............          29,100              2,048,640
                                                                  -----------
                                                                   35,856,698
                                                                  -----------
</TABLE>

                                       11
<PAGE>

SEPARATE ACCOUNT NO. 4 (POOLED)
(THE GROWTH EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES


Portfolio of Investments -- December 31, 2003 (Concluded)


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                                             NUMBER OF              VALUE
                                              SHARES               (NOTE 2)
- --------------------------------------------------------------------------------
<S>                                    <C>                    <C>
MEDICAL SERVICES (9.9%)
Anthem, Inc.* ......................           90,700           $ 6,802,500
Caremark Rx, Inc.* .................          174,900             4,430,217
Express Scripts, Inc. * ............          268,900            17,863,027
Health Management
   Associates, Inc. (Class A) ......          511,500            12,276,000
Stericycle, Inc.* ..................          152,600             7,126,420
Wellpoint Health
   Networks, Inc.* .................          207,600            20,135,124
                                                                -----------
                                                                 68,633,288
                                                                -----------
                                                                150,208,226
                                                                -----------
MULTI-INDUSTRY COMPANIES (1.3%)
Danaher Corp. ......................           97,200             8,918,100
                                                                -----------
TECHNOLOGY (29.7%)
COMMUNICATION EQUIPMENT (4.5%)
Cisco Systems, Inc.* ...............          372,180             9,040,252
Juniper Networks, Inc.* ............        1,177,600            21,997,568
                                                                -----------
                                                                 31,037,820
                                                                -----------
COMPUTER HARDWARE/STORAGE (3.0%)
Dell, Inc.* ........................          611,600            20,769,936
                                                                -----------
COMPUTER SERVICES (0.5%)
Affiliated Computer
   Services, Inc. (Class A)* .......           57,450             3,128,727
                                                                -----------
INTERNET INFRASTRUCTURE (3.6%)
eBay, Inc.* ........................          384,800            24,854,232
                                                                -----------
SEMICONDUCTOR COMPONENTS (7.4%)
Broadcom Corp.* ....................          440,200            15,006,418
Intel Corp. ........................           84,000             2,704,800
Linear Technology Corp. ............          201,600             8,481,312
Marvell Technology Group Ltd.*                502,820            19,071,962
Maxim Integrated Products, Inc......          109,800             5,468,040
                                                                -----------
                                                                 50,732,532
                                                                -----------
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                                             NUMBER OF              VALUE
                                              SHARES               (NOTE 2)
- --------------------------------------------------------------------------------
<S>                                    <C>                    <C>
SOFTWARE (8.9%)
Electronic Arts, Inc.* .............          231,750            $11,073,015
Intuit, Inc.* ......................          127,500              6,746,025
Mercury Interactive Corp.* .........          204,250              9,934,720
Symantec Corp.* ....................          406,800             14,095,620
Veritas Software Corp.* ............          541,100             20,107,276
                                                                 -----------
                                                                  61,956,656
                                                                 -----------
MISCELLANEOUS (1.8%)
Amphenol Corp. (Class A)* ..........          126,500              8,087,145
Tektronix, Inc. ....................          128,500              4,060,600
                                                                 -----------
                                                                  12,147,745
                                                                 -----------
                                                                 204,627,648
                                                                 -----------
TOTAL COMMON STOCKS (99.9%)
   (Cost $544,355,567)..............                             688,441,577
                                                                 -----------
</TABLE>


<TABLE>
<CAPTION>
                                      PRINCIPAL
                                        AMOUNT
                                    -------------
<S>                                 <C>             <C>
SHORT-TERM DEBT SECURITIES:
U. S. GOVERNMENT AGENCY (0.4%)
Federal Home Loan Bank
   0.60%, 1/02/04 ...............   $2,900,000          2,899,903
                                                        ---------
TOTAL SHORT-TERM
   DEBT SECURITIES (0.4%)
 (Amortized Cost
   $2,899,903)...................                       2,899,903
                                                        ---------
TOTAL INVESTMENTS
   (100.3%)
(Cost/Amortized Cost
   $547,255,470).................                     691,341,480
OTHER ASSETS LESS
   LIABILITIES (--0.3%) .........                      (2,069,817)
                                                      -----------
NET ASSETS (100.0%) .............                    $689,271,663
                                                     ============
</TABLE>

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

* Non-income producing security.
The accompanying notes are an integral part of these financial statements.


                                       12
<PAGE>


- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 4 (POOLED)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES



Notes to Financial Statements
- --------------------------------------------------------------------------------
1. GENERAL

   Separate Account No. 4 (Pooled) (the Growth Equity Fund) (the Fund) of The
   Equitable Life Assurance Society of the United States (Equitable Life), a
   wholly-owned subsidiary of AXA Financial, Inc., was established in conformity
   with the New York State Insurance Law. Pursuant to such law, to the extent
   provided in the contracts, the net assets in the Fund are not chargeable with
   liabilities arising out of any other business of Equitable Life. The excess
   of assets over reserves and other contract liabilities, if any, in Separate
   Account No. 4 may be transferred to Equitable Life's General Account.
   Equitable Life's General Account is subject to creditor rights. These
   financial statements reflect the total net assets and results of operations
   for the Separate Account No. 4. The American Dental Association Members
   Retirement Program is one of the many products participating in this Fund.

   At December 31, 2003, interests of retirement and investment plans for
   employees, managers and agents of Equitable Life in Separate Account No. 4
   aggregated $187,234,548 (27.2%) of the net assets of the Fund.

   Equitable Life is the investment manager for the Fund. Alliance Capital
   Management L.P. (Alliance) serves as the investment adviser to Equitable Life
   with respect to the management of the Fund. Alliance is indirectly
   majority-owned by Equitable Life and AXA Financial, Inc.

   Equitable Life and Alliance seek to obtain the best price and execution of
   all orders placed for the portfolios of the Equitable Funds considering all
   circumstances. In addition to using brokers and dealers to execute portfolio
   security transactions for accounts under their management, Equitable Life and
   Alliance may also enter into other types of business and securities
   transactions with brokers and dealers, which will be unrelated to allocation
   of the Fund's portfolio transactions.

   Equitable Life performs all marketing and service functions under the
   contract. No commissions are paid for these services.

   The amount retained by Equitable Life in Separate Account No. 4 arises
   principally from (1) contributions from Equitable Life, (2) expense risk
   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 expense risks.

2. SIGNIFICANT ACCOUNTING POLICIES

   The accompanying financial statements are prepared in conformity with
   accounting principles generally accepted in the United States of America
   (GAAP). The preparation of financial statements in accordance with GAAP
   requires management to make estimates and assumptions that affect the
   reported amounts and disclosures. Actual results could differ from those
   estimates.

   On December 29, 2003, the American Institute of Certified Public Accountants
   issued Statement of Position 03-05, "Financial Highlights of Separate
   Accounts: An Amendment to the Audit and Accounting Guide "Audits of
   Investment Companies," which was effective for the December 31, 2003
   financial statements. Adoption of the new requirements did not have a
   significant impact on the financial position or results of operations of the
   Fund.

   Investment securities are valued as follows:

   Stocks listed on national securities exchanges and certain over-the-counter
   issues traded on the National Association of Securities Dealers, Inc.
   Automated Quotation (NASDAQ) national market system are valued at the last
   sale price, or, if there is no sale, at the latest available bid price.

   Foreign securities not traded directly, or in American Depository Receipt
   (ADR) form in the United States, are valued at the last sale price in the
   local currency on an exchange in the country of origin. Foreign currency is
   converted into its U.S. dollar equivalent at current exchange rates.

   Futures and forward contracts are valued at their last sale price or, if
   there is no sale, at the latest available bid price.

                                       13
<PAGE>

- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 4 (POOLED)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES


Notes to Financial Statements (Continued)
- --------------------------------------------------------------------------------


   United States Treasury securities and other obligations issued or guaranteed
   by the United States Government, its agencies or instrumentalities are valued
   at representative quoted prices.

   Long-term (i.e., maturing in more than a year) publicly-traded corporate
   bonds are valued at prices obtained from a bond pricing service of a major
   dealer in bonds when such prices are available; however, in circumstances
   where Equitable Life and Alliance deem it appropriate to do so, an
   over-the-counter or exchange quotation may be used.

   Convertible preferred stocks listed on national securities exchanges are
   valued at their last sale price or, if there is no sale, at the latest
   available bid price.

   Convertible bonds and unlisted convertible preferred stocks are valued at bid
   prices obtained from one or more major dealers in such securities; where
   there is a discrepancy between dealers, values may be adjusted based on
   recent premium spreads to the underlying common stock.

   Other assets that do not have a readily available market price are valued at
   fair value as determined in good faith by Equitable Life's investment
   officers.

   Short-term debt securities which mature in 60 days or less are valued at
   amortized cost. Short-term debt securities which mature in more than 60 days
   are valued at representative quoted prices.

   Security transactions are recorded on the trade date. Amortized cost of debt
   securities, where applicable, are adjusted for amortization of premium or
   accretion of discount. Dividend income is recorded on the ex-dividend date;
   interest income (including amortization of premium and discount on securities
   using the effective yield method) is accrued daily. Realized gains and losses
   on the sale of investments are computed on the basis of the identified cost
   of the related investments sold.

   Transactions denominated in foreign currencies are recorded at the rate
   prevailing at the date of such transactions. Asset and liability accounts
   that are denominated in a foreign currency are adjusted to reflect the
   current exchange rate at the end of the period. Transaction gains or losses
   resulting from changes in the exchange rate during the reporting period or
   upon settlement of the foreign currency transactions are reflected under
   "Realized and Unrealized Gain (Loss) on Investments" in the Statement of
   Operations.

   Net assets allocated to contracts in the payout period are computed according
   to various mortality tables, depending on the year the benefits were
   purchased. The tables used are the 1971 GAM table, the 1983 GAM table, and
   the 1994 GAR. The assumed investment returns vary by contract and range from
   4 percent to 6.5 percent. The contracts are participating group annuities,
   and, thus, the mortality risk is borne by the contract holder, as long as the
   contract has not been discontinued. Equitable Life retains the ultimate
   obligation to pay the benefits if the contract funds become insufficient and
   the contractholder elects to discontinue the contract.

   Amounts due to/from the General Account represent receivables/payables for
   policy related transactions predominately related to premiums, surrenders and
   death benefits.

3. INVESTMENT TRANSACTIONS

   For the year ended December 31, 2003, investment security transactions,
   excluding short-term debt securities, were as follows:



<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
                                                    PURCHASES                                  SALES
                                     ---------------------------------------   --------------------------------------
                                      STOCKS AND DEBT      U.S. GOVERNMENT      STOCKS AND DEBT      U.S. GOVERNMENT
FUND                                     SECURITIES          AND AGENCIES          SECURITIES         AND AGENCIES
- ----------------------------------   -----------------   -------------------   -----------------   ------------------
<S>                                  <C>                 <C>                   <C>                 <C>
  The Growth Equity Fund .........      $313,803,848         $          -        $354,208,351         $          -
</TABLE>


                                       14
<PAGE>

- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 4 (POOLED)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES


Notes to Financial Statements (Continued)
- --------------------------------------------------------------------------------


4. EXPENSES

   Charges and fees relating to the Funds are deducted in accordance with the
   terms of the various contracts which participate in the Fund. Depending upon
   the terms of a contract, sales-related fees and operating expenses are paid
   (i) by a reduction of an appropriate number of Fund Units or (ii) by a direct
   payment. These charges and fees are paid to Equitable Life and are recorded
   as expenses in the accompanying Statement of Operations. Fees with respect to
   the American Dental Association Members Retirement Program are as follows:

   Investment Management and Administration Fees (Investment Management Fees):

   Equitable Life receives a fee based on the value of the Growth Equity Fund at
   a monthly rate of 1/12 of (i) 0.29 of 1% of the first $100 million and (ii)
   0.20 of 1% of the excess over $100 million of its ADA Program assets.

   An Administrative fee is charged at a daily rate of 0.15% of average daily
   net assets.

   Operating and Expense Charges:

   Program Expense Charge -- In the year prior to May 1, 2003 the expense charge
   was made on the combined value of all investment options maintained under the
   contract with Equitable Life at a monthly rate 1/12 of (i) 0.655 of 1% of the
   first $400 million and (ii) 0.650 of 1% of the excess over $400 million.

   Effective May 1, 2003 an expense charge is made on the combined value of all
   investment options maintained under the contract with Equitable Life at a
   monthly rate of 1/12 of (i) 0.655 of 1% of the first $400 million and (ii)
   0.650 of 1% of the excess over $400 million.

   A portion of the Program Expense Charge assessed by Equitable Life is made on
   behalf of the ADA and is equal to a monthly rate of 1/12 for (i) 0.025 of 1%
   of the first $400 million and (ii) 0.020 of 1% of the excess over $400
   million. For 2003 and 202, respectively, the portion of the Program Expense
   Charge paid to the ADA has been reduced to 0.00% for all asset levels but the
   ADA's portion could be increased in the future.

   Other Expenses -- In addition to the charges and fees mentioned above, the
   Fund is charged for certain costs and expenses directly related to its
   operations. These may include transfer taxes, SEC filing fees and certain
   related expenses including printing of SEC filings, prospectuses and reports.
   A record maintenance and report fee of $3 is deducted quarterly from each
   participant's aggregate account balance. For clients with Investment Only
   plans, a record maintenance fee of $1 is deducted quarterly.

5. TAXES

   No Federal income tax based on net income or realized and unrealized capital
   gains was applicable to contracts participat ing in the Fund by reason of
   applicable provisions of the Internal Revenue Code and no federal income tax
   payable by Equitable Life will affect such contracts. Accordingly, no
   provision for Federal income taxes is required.

6. CHANGES IN UNITS OUTSTANDING

   Accumulation units issued and redeemed during periods indicated were (in
   thousands):



                                                          YEAR ENDED DECEMBER
                                                                  31,
                                                         ---------------------
                                                            2003        2002
                                                         ---------   ---------
  THE GROWTH EQUITY FUND
  Issued ...............................................     147         119
  Redeemed .............................................    (137)       (201)
                                                            ----        ----
  Net Decrease .........................................      10         (82)
                                                            ----        ----


                                       15
<PAGE>

- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 4 (POOLED)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES


Notes to Financial Statements (Concluded)
- --------------------------------------------------------------------------------


7. INVESTMENT INCOME RATIO

   The investment income ratio is calculated by taking the gross investment
   income earned divided by the average net assets of a fund during the report
   period. Shown below is the investment income ratio throughout the periods
   indicated.



<TABLE>
<CAPTION>
                                                        YEAR ENDED DECEMBER 31,
                                     --------------------------------------------------------------
                                        2003         2002         2001         2000         1999
                                     ----------   ----------   ----------   ----------   ----------
<S>                                  <C>          <C>          <C>          <C>          <C>
  The Growth Equity Fund .........       0.47%        0.40%        0.46%        0.45%        0.54%
</TABLE>



8. ACCUMULATION UNIT VALUES

   Equitable Life issues a number of group annuity contracts that allow employer
   plan assets to accumulate on a tax-deferred basis. The contracts are
   typically designed for employers wishing to fund defined benefit, defined
   contribution and/or 401(k) plans. Annuity contracts available through
   Equitable Life are the American Dental Association Members Retirement Program
   ("ADA"), Retirement Investment Account ("RIA"), Momentum Strategy
   ("Momentum"), Members Retirement Program ("MRP") and Equi-Pen-Plus ("EPP")
   (collectively, the Plans). Assets of the Plans are invested in a number of
   investment Funds (available Funds vary by Plan).

   Institutional units presented on the Statement Assets and Liabilities reflect
   investments in the Fund by clients other than contractholders of group
   annuity contracts issued by Equitable Life. Institutional unit value is
   determined at the end of each business day. Institutional unit value reflects
   the investment performance of the underlying Fund for the day and charges and
   expenses deducted by the Fund. Contract unit values (ADA, RIA, MRP, Momentum
   and EPP) reflect the same investment results as the Institutional unit value
   presented on the Statement of Assets and Liabilities. In addition, contract
   unit values reflect certain investment management and accounting fees, which
   vary by contract. These fees are charged as a percentage of net assets and
   are disclosed below for ADA contracts in percentage terms.

   Shown below is accumulation unit value information for the American Dental
   Association Members Retirement Program units outstanding of Separate Account
   4. Expense as a percentage of average net assets excludes charges made
   directly to contractholder accounts through redemption of units.



<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31,
                                                                --------------------------
                                                                    2003          2002
                                                                ------------  ------------
<S>                                                             <C>           <C>
  THE GROWTH EQUITY FUND
  ADA, 1.10%
  Unit Value, end of period ..................................    $ 302.18      $ 223.76
  Net Assets (000's) .........................................    $249,918      $182,907
  Number of units outstanding, end of period (000's) .........         827           817
  Total Return ...............................................       35.05%       (27.87)%
</TABLE>

                                       16


<PAGE>


                                    Part C
                               OTHER INFORMATION

Item 28.        Financial Statements and Exhibits

                (a)   Financial Statements included in Part B.

The following are included in the Statement of Additional Information:

                1.    Separate Account Nos. 3 (Pooled), 4 (Pooled),
                      10 (Pooled), and 66 (EQ/Alliance Global, EQ/Alliance
                      Growth Investors, EQ/Calvert Socially Responsible, EQ/MFS
                      Emerging Growth Companies, EQ/MFS Research, EQ/FI Small/
                      Mid Cap Value, and EQ/Equity 500 Index, EQ/Technology,
                      EQ/Bernstein Diversified Value and EQ/Small Company Index
                      Funds):
                      -  Report of Independent Auditors -
                         PricewaterhouseCoopers LLP


                2.    Separate Account No. 3 (Pooled):
                      -  Statement of Assets and Liabilities, December 31,
                         2003
                      -  Statements of Operations and Changes in Net Assets for
                         the Years Ended December 31, 2003, and 2002
                      -  Portfolio of Investments, December 31, 2003

                3.    Separate Account No. 4 (Pooled):
                      -  Statement of Assets and Liabilities, December 31, 2003
                      -  Statements of Operations and Changes in Net Assets for
                         the Years Ended December 31, 2003 and 2002
                      -  Portfolio of Investments, December 3l, 2003

                4     Separate Account No. 10 (Pooled):
                      -  Statement of Assets and Liabilities, December 31,
                         2003
                      -  Statements of Operations and Changes in Net Assets for
                         the Years Ended December 31, 2003, and 2002
                      -  Portfolio of Investments, December 31, 2003

                5.    Separate Account No. 66:
                      -  Statements of Assets and Liabilities, December 31,
                         2003

                      -  Statements of Operations and Changes in Net Assets for
                         the Year Ended December 31, 2003 and 2002.

                6.    Separate Account Nos. 3 (Pooled), 4 (Pooled), 10 (Pooled),
                      and 66:
                      -  Notes to Financial Statements


                7.    The Equitable Life Assurance Society of the United States:
                      -  Report of Independent Auditors -
                         PricewaterhouseCoopers LLP
                      -  Consolidated Balance Sheets, December 31, 2003 and
                         2002
                          -  Consolidated Statements of Earnings for the Years
                             Ended December 31, 2003, 2002 and 2001
                          -  Consolidated Statements of Equity for the Years
                             Ended December 31, 2003, 2002 and 2001
                          -  Consolidated Statements of Cash Flows for the
                             Years Ended December 31, 2003, 2002 and 2001
                          -  Notes to Consolidated Financial Statements


                b) Exhibits.

                The following Exhibits are filed herewith:

                1.    Resolutions of the Board of Directors of The Equitable
                      Life Assurance Society of the United States
                      ("Equitable") authorizing the establishment of the
                      Registrant, incorporated by reference to Post-Effective
                      Amendment No. 1 on Form N-3 to Registration Statement
                      33-46995, filed July 22, 1992.

                                     C-1
<PAGE>

                2.    Not Applicable.

                3.    Not Applicable.

                4.    (a)    Participation Agreement among EQ Advisors Trust,
                             The Equitable Life Assurance Society of the United
                             States, Equitable Distributors, Inc., and EQ
                             Financial Consultants, Inc. (now AXA Advisors, LLC)
                             dated as of the 14th day of April, 1997,
                             incorporated herein by reference to the
                             Registration Statement of EQ Advisors Trust (File
                             No. 333-17217) on Form N-1A, filed August 28, 1997.

                      (b)    Form of Participation Agreement among AXA Premier
                             VIP Trust, The Equitable Life Assurance Society of
                             the United States, Equitable Distributors, Inc.,
                             AXA Distributors, LLC, and AXA Advisors, LLC,
                             incorporated herein by reference to Exhibit 8(b) to
                             Registration Statement File No. 333-81393 on Form
                             N-4, filed on December 5, 2001.

                5.    (a)    Form of Sales Agreement between Equitable Variable
                             Life Insurance Company and The Equitable Life
                             Assurance Society of the United States for itself
                             and on behalf of its Separate Account No. 51,
                             incorporated by reference to Post-Effective
                             Amendment No. 2 to Registration No. 33-46995 on
                             Form N-3 of Registrant, filed March 2, 1993.

                      (b)    Sales Agreement dated as of January 1, 1994 by and
                             among Equico Securities, Inc.(now AXA Advisors,
                             LLC), Equitable, and Separate Account A, Separate
                             Account No. 301 and Separate Account No. 51,
                             incorporated by reference to Registration Statement
                             No. 33-91588 on Form N-3 of Registrant, filed on
                             April 26, 1995.

                6.    (a)    Exhibit 6(e) (Copy of Group Annuity Contract
                             AC 6059, effective August 30, 1984, among the
                             United States Trust Company of New York and The
                             Equitable Life Assurance Society of the United
                             States), incorporated by reference to
                             Registration No. 33-21417 on Form N-3 of
                             Registrant, filed April 26, 1988.

                      (b)    Exhibit 6(f) (Form of Rider No. 1 to Group Annuity
                             Contract AC 6059 between the United States Trust
                             Company of New York and The Equitable Life
                             Assurance Society of the United States),
                             incorporated by reference to Registration No.
                             33-34554 on Form N-3 of Registrant, filed April
                             26, 1990.

                      (c)    Exhibit 6(g) (Form of Rider No. 2 to Group Annuity
                             Contract AC 6059 between the United States Trust
                             Company of New York and The Equitable Life
                             Assurance Society of the United States),
                             incorporated by reference to Registration No.
                             33-34554 on Form N-3 of Registrant, filed April
                             26, 1990.

                      (d)    Form of Rider No. 3 to Group Annuity Contract AC
                             6059 between the United States Trust Company of
                             New York and The Equitable Life Assurance Society
                             of the United States, incorporated by reference to
                             Registration No. 33-46995 on Form N-3 of
                             Registrant, filed April 8, 1992.

                      (e)    Form of Rider No. 4 to Group Annuity Contract AC
                             6059 between the United States Trust Company of
                             New York and The Equitable Life Assurance Society
                             of the United States, incorporated by reference to
                             Post-Effective Amendment No. 2 to Registration No.
                             33-46995 on Form N-3 of Registrant, filed March 2,
                             1993.

                      (f)    Form of Rider No. 5 to Group Annuity Contract AC
                             6059 between The Chase Manhattan Bank, N.A. and
                             The Equitable Life Assurance Society of the United
                             States, incorporated by reference to Post-
                             Effective Amendment No. 2 to Registration
                             Statement No. 33-91588 on Form N-3 of Registrant,
                             filed April 29, 1997.

                      (g)    Exhibit 7(k) (Form of Participation Agreement for
                             the standardized profit-sharing Plan under the
                             Association Members Program), incorporated by
                             reference to Post-Effective Amendment No. 1 on
                             Form N-3 to Registration Statement on Form S-1 of
                             Registrant, filed April 16, 1986.


                                     C-2
<PAGE>

                      (h)    Exhibit 7(l) (Form of Participation Agreement for
                             the non-standardized Profit-Sharing Plan under
                             the Association Members Program), incorporated by
                             reference to Post-Effective Amendment No. 1 on
                             Form N-3 to Registration Statement on Form S-1 of
                             Registrant, filed April 16, 1986.

                      (i)    Exhibit 7(m) (Form of Participation Agreement for
                             the standardized Defined Contribution Pension
                             Plan under the Association Members Program),
                             incorporated by reference to Post-Effective
                             Amendment No. 1 on Form N-3 to Registration
                             Statement on Form S-1 of Registrant, filed April
                             16, 1986.

                      (j)    Exhibit 7(n) (Form of Participation Agreement for
                             the non-standardized Defined Contribution Pension
                             Plan under the Association Members Program),
                             incorporated by reference to Post-Effective
                             Amendment No. 1 on Form N-3 to Registration
                             Statement on Form S-1 of Registrant, filed April
                             16, 1986.

                      (k)    Exhibit 7(r) (Copy of Attachment to Profit
                             Sharing Participation Agreement under the
                             Association Members Retirement Plan of the
                             Equitable Life Assurance Society of the United
                             States), incorporated by reference to
                             Registration No. 33-21417 on Form N-3 of
                             Registrant, filed April 26, 1988.

                      (l)    Exhibit 7(0)(2) (Form of Participant Enrollment
                             Form under the Association Members Program),
                             incorporated by reference to Post-Effective
                             Amendment No. 2 in Form N-3 to Registration
                             Statement on Form S-1 of Registrant, filed April
                             21, 1987.

                      (m)    Exhibit 7(t) (Form of Standardized Participation
                             Agreement under the Association Members Defined
                             Benefit Pension Plan), incorporated by reference
                             to Registration No. 33-21417 on Form N-3 of
                             Registrant, filed April 26, 1988.

                      (n)    Exhibit 7(ee) (Form of Standardized Participation
                             Agreement for the Defined Contribution Pension
                             Plan under the Association Members Program, as
                             filed with the Internal Revenue Service on April
                             18, 1989), incorporated by reference to
                             Post-Effective Amendment No. 2 to Registration
                             No. 33-21417 on Form N-3 of Registrant, filed
                             April 26, 1989.

                      (o)    Exhibit 7(ff) (Form of Non-Standardized
                             Participation Agreement for the Defined
                             Contribution Pension Plan under the Association
                             Members Program, as filed with the Internal
                             Revenue Service on April 18, 1989), incorporated
                             by reference to Post-Effective Amendment No. 2 to
                             Registration No. 33-21417 on Form N-3 of
                             Registrant, filed April 26, 1989.

                      (p)    Exhibit 7(gg) (Form of Standardized Participation
                             Agreement for the Profit-Sharing Plan under the
                             Association Members Program, as filed with the
                             Internal Revenue Service on April 18, 1989),
                             incorporated by reference to Post-Effective
                             Amendment No. 2 to Registration No. 33-21417 on
                             Form N-3 of Registrant, filed April 26, 1989.



                                     C-3
<PAGE>

                      (q)    Exhibit 7(hh) (Form of Non-Standardized
                             Participation Agreement for the Profit-Sharing
                             Plan under the Association Members Program, as
                             filed with the Internal Revenue Service on April
                             18, 1989), incorporated by reference to
                             Post-Effective Amendment No. 2 to Registration
                             No. 33-21417 on Form N-3 of Registrant, filed
                             April 26, 1989.

                      (r)    Exhibit 7 (ii) (Form of Simplified Participation
                             Agreement for the Defined Contribution Pension
                             Plan under the Association Members Program, as
                             filed with the Internal Revenue Service on April
                             18, 1989), incorporated by reference to
                             Post-Effective Amendment No. 2 to Registration
                             No. 33-21417 on Form N-3 of Registrant, filed
                             April 26, 1989.

                      (s)    Exhibit 7(jj) (Form of Simplified Participation
                             Agreement for the Profit-Sharing Plan under the
                             Association Members Program, as filed with the
                             Internal Revenue Service on April 18, 1989),
                             incorporated by reference to Post Effective
                             Amendment No. 2 to Registration No. 33-21417 on
                             Form N-3 of Registrant, filed April 26, 1989.

                      (t)    Exhibit 7(kk) (Form of Standardized (and
                             non-integrated) Participation Agreement for the
                             Defined Benefit Pension Plan under the
                             Association Members Program, as filed with the
                             Internal Revenue Service on April 18, 1989),
                             incorporated by reference to Post-Effective
                             Amendment No. 2 to Registration No. 33-21417 on
                             Form N-3 of Registrant, filed April 26, 1989.

                      (u)    Exhibit 7(11) (Form of Standardized (and
                             integrated) Participation Agreement for the
                             Defined Benefit Pension Plan under the
                             Association Members Program, as filed with the
                             Internal Revenue Service on April 18, 1989),
                             incorporated by reference to Post-Effective
                             Amendment No. 2 to Registration No. 33-21417 on
                             Form N-3 of Registrant, filed April 26, 1989.

                      (v)    Exhibit 7 (mm) (Form of Non-Standardized (and
                             nonintegrated) Participation Agreement for the
                             Defined Benefit Pension Plan under the
                             Association Members Program, as filed with the
                             Internal Revenue Service on April 18, 1989),
                             incorporated by reference to PostEffective
                             Amendment No. 2 to Registration No. 33-21417 on
                             Form N-3 of Registrant, filed April 26, 1989.

                      (w)    Exhibit 7(nn) (Form of Non-Standardized (and
                             integrated) Participation Agreement for the
                             Defined Benefit Pension Plan under the
                             Association Members Program, as filed with the
                             Internal Revenue Service on April 18, 1989),
                             incorporated by reference to Post-Effective
                             Amendment No. 2 to Registration No. 33-21417 on
                             Form N-3 of Registrant, filed April 26, 1989.

                      (x)    Form of First Amendment to the Members Retirement
                             Plan of The Equitable Life Assurance Society of
                             the United States Participation Agreement, as
                             filed with the


                                     C-4
<PAGE>

                             Internal Revenue Service on December 23, 1991,
                             incorporated by reference to Registration No.
                             33-46995 on Form N-3 of Registrant, filed April 8,
                             1992.

                      (y)    Form of Basic Plan Document (No. 1) for Volume
                             Submitter plan as filed with the Internal Revenue
                             Service in November 2003, incorporated by reference
                             to Exhibit No. 7(m) to the Registration Statement
                             on Form N-3 covering Separate Account 4, filed on
                             April 26, 2004.

                8.    (a)    Copy of the Restated Charter of The Equitable Life
                             Assurance Society of the United States, as amended
                             January 1, 1997, incorporated by reference to
                             Post-Effective Amendment No. 2 to Registration
                             Statement No. 33-91588 on Form N-3 of Registrant,
                             filed April 29, 1997.

                      (b)    By-Laws of The Equitable Life Assurance Society of
                             the United States, as amended November 21, 1996,
                             incorporated by reference to Post-Effective
                             Amendment No. 2 to Registration Statement
                             No. 33-91588 on Form N-3 of Registrant, filed
                             April 29, 1997.

                9.    Not Applicable.

                10.   Not Applicable.

                11.   (a)    Exhibit 11(e)(2) (Form of Association Members
                             Retirement Plan, as filed with the Internal
                             Revenue Service on April 18, 1989), incorporated
                             by reference to Post-Effective Amendment No. 2 to
                             Registration No. 33-21417 on Form N-3 of
                             Registrant, filed April 26, 1989.

                      (b)    Exhibit 11(j)(2) (Form of Association Members
                             Retirement Trust, as filed with the Internal
                             Revenue Service on April 18, 1989), incorporated
                             by reference to Post-Effective Amendment No. 2 to
                             Registration No. 33-21417 on Form N-3 of
                             Registrant, filed April 26, 1989.

                      (c)    Exhibit 11(k) (Copy of the Association Members
                             Pooled Trust for Retirement Plans, as submitted
                             to the Internal Revenue Service on March 3,
                             1987), incorporated by reference to
                             Post-Effective Amendment No. 2 to Registration on
                             Form S-1 of Registrant, filed April 21, 1987.

                      (d)    Exhibit 11(o) (Form of Association Members Defined
                             Benefit Pension Plan, as filed with the Internal
                             Revenue Service on April 18, 1989), incorporated
                             by reference to Post-Effective Amendment No. 2 to
                             Registration No. 3321417 on Form N-3 of
                             Registrant, filed April 26, 1989.

                      (e)    Form of First Amendment to the Pooled Trust for
                             Association Members Retirement Plans of The
                             Equitable Life Assurance Society of the United
                             States, as filed with the Internal Revenue
                             Service on December 23,



                                     C-5
<PAGE>
                             1991, incorporated by reference to Registration
                             No. 33-46995 on Form N-3 of Registrant, filed
                             April 8, 1992.

                      (f)    Form of First Amendment to the Association
                             Members Retirement Plan of The Equitable Life
                             Assurance Society of the United States, as filed
                             with the Internal Revenue Service on December 23,
                             1991, incorporated by reference to Registration
                             No. 33-46995 on Form N-3 of Registrant, filed
                             April 8, 1992.

                      (g)    Form of First Amendment to the Association
                             Members Retirement Trust of The Equitable Life
                             Assurance Society of the United States, as filed
                             with the Internal Revenue Service on December 23,
                             1991, incorporated by reference to Registration
                             No. 33-46995 on Form N-3 of Registrant, filed
                             April 8, 1992.

                12.   (a)    Opinion and Consent of Melvin S. Altman, Esq.,
                             Vice President and Associate General Counsel of
                             The Equitable Life Assurance Society of the United
                             States, incorporated by reference to Registration
                             No. 33-46995 on Form N-3 of Registrant, filed
                             April 8, 1992.

                      (b)    Opinion and Consent of Anthony A. Dreyspool, Vice
                             President and Senior Counsel of The Equitable Life
                             Assurance Society of the United States,
                             incorporated by reference to Post-Effective
                             Amendment No. 3 to Registration No. 33-46995 on
                             Form N-3 of Registrant, filed April 21, 1993.

                      (c)    Opinion and Consent of Anthony A. Dreyspool, Vice
                             President and Senior Counsel of The Equitable Life
                             Assurance Society of the United States
                             incorporated by reference to Registration No.
                             33-61978 on Form N-3 of Registrant, filed May 3,
                             1993.

                      (d)    Opinion and Consent of Anthony A. Dreyspool, Vice
                             President and Senior Counsel of The Equitable Life
                             Assurance Society of the United States,
                             incorporated by reference to Registration No.
                             33-61978 on Form N-3 of Registrant, filed November
                             16, 1993.

                      (e)    Opinion and Consent of Anthony A. Dreyspool, Vice
                             President and Senior Counsel of The Equitable Life
                             Assurance Society of the United States,
                             incorporated by reference to Registration No.
                             33-91588 on Form N-3 of Registrant, filed April
                             26, 1995.

                      (f)    Opinion and Consent of Mary P. Breen, Vice
                             President and Associate General Counsel of The
                             Equitable Life Assurance Society of the United
                             States, incorporated herein by reference to
                             Registration No. 333-51033, filed April 24, 1998.

                      (g)    Opinion and Consent of Robin Wagner, Vice President
                             and Counsel of The Equitable Life Assurance Society
                             of the United States incorporated by reference to
                             Exhibit No.12(g) to Registration Statement File No.
                             333-35594, filed on April 24, 2000.

                      (h)    Opinion and Consent of Robin Wagner, Vice President
                             and Counsel of The Equitable Life Assurance Society
                             of the United States incorporated by reference to
                             Exhibit No. 12(h) to Registration Statement File
                             No. 333-59542, filed on April 25, 2001.

                      (i)    Opinion and Consent of Robin Wagner, Vice President
                             and Counsel of the Equitable Life Assurance Society
                             of the United States previously filed with this
                             Registration Statement File No. 333-86472, on April
                             17, 2002.

                      (j)    Opinion and Consent Dodie Kent, Vice President and
                             Counsel of The Equitable Life Assurance Society of
                             the United States.

                13.   (a)    Consent of Melvin S. Altman (included within
                             Exhibit 12(a)), incorporated by reference to
                             Registration No. 3346995 on Form N-3 of
                             Registrant, filed April 8, 1992.

                      (b)    Consent of Anthony A. Dreyspool (included within
                             Exhibit 12(b)), incorporated by reference to
                             Post-Effective Amendment No. 3 to Registration No.
                             33-46995 on Form N-3 of Registrant, filed April
                             21, 1993.


<PAGE>

                      (c)    Consent of Anthony A. Dreyspool (included within
                             Exhibit 12(c)) incorporated by reference to
                             Registration No. 3361978 on Form N-3 of
                             Registrant, filed May 3, 1993.

                                     C-6
<PAGE>

                      (d)    Consent of Anthony A. Dreyspool (included within
                             Exhibit 12(d)), incorporated by reference to
                             Registration No. 33 61978 on Form N-3 of
                             Registrant, filed November 16, 1993.

                      (e)    Consent of Anthony A. Dreyspool (included within
                             Exhibit 12(e)), incorporated by reference to
                             Registration Statement No. 33-91588 on Form N-3 of
                             Registrant, filed April 26, 1995.

                      (f)    Consent of Mary P. Breen (included within Exhibit
                             12(f)), incorporated by reference to Registration
                             Statement 333-51033, filed April 24, 1998.

                      (g)    Consent of Robin Wagner (included within Exhibit
                             12(g)), incorporated by reference to Registration
                             Statement 333-35594, filed on April 25, 2000.


                      (h)    Consent of Robin Wagner (included within Exhibit
                             No. 12(h) Incorporated by reference to Registration
                             Statement 333-59542.

                      (i)    Consent of Robin Wagner (included within Exhibit
                             No.12 (i))

                      (j)    Consent of Dodie Kent (included within Exhibit No.
                             12(j))

                      (k)    Consent of PricewaterhouseCoopers LLP.

                      (l)    Powers of Attorney, incorporated herein by
                             reference to Exhibit 10(a) to the Registration
                             Statement on Form N-4, File No. 2-30070, filed on
                             April 19, 2004.



                                      C-7
<PAGE>


Item 29: 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.


<TABLE>

<CAPTION>

                                                                PRINCIPAL OCCUPATION
NAME AND PRINCIPAL                 POSITIONS AND OFFICES        (AND OTHER POSITIONS)
BUSINESS ADDRESS                   WITH EQUITABLE               WITHIN PAST 2 YEARS
- --------------------------         ------------------------     -----------------------------------------------------------------
<S>                                <C>                          <C>
DIRECTORS
- ---------

Henri de Castries                  Director                     Director (since May 1994) and Chairman of the Board of AXA
AXA                                                             Financial (since April 1998), and prior thereto, Director
25, Avenue Matignon                                             and Vice Chairman, (February 1996 to April 1998);
75008 Paris, France                                             Chairman of the Management Board (since 2001) and Chief Executive
                                                                Officer (January 2000 to May 2002) of AXA and various
                                                                positions with AXA affiliated companies; formerly
                                                                Vice Chairman of the Management Board of AXA (January
                                                                2000 to present); Director of Alliance Capital
                                                                Management Corporation (since October 1993); Senior
                                                                Executive Vice President, Financial Services and Life
                                                                Insurance Activities of AXA (January 1997 to December 1999;
                                                                Executive Vice President, Financial Services and Life
                                                                Insurance Activities (1993-January 1997).

Claus-Michael Dill                 Director                     Chairman of the Management Board, AXA Konzern AG
AXA Konzern AG                                                  (since June 1999). Member of the Management Board
Gereonsdriesch 9-11                                             (representing the Germany and Central Europe
50670 Cologne, Germany                                          operating unit) since April 1999. Prior thereto,
                                                                member of the Holding Management Board of
                                                                Gerling-Konzern in Cologne (1995 to April 1999).
                                                                Chairman of the Management Board of AXA Versicherung
                                                                AG, AXA Lebensversicherung AG, AXA Service AG (since
                                                                June 1999) and AXA Bank AG; Member of the Supervisory
                                                                Board of AXA Krankenvericherung AG, AXA Art Versicherung
                                                                AG, Deutsche Arzteversicherung AG, AXA Osterreich AG.
                                                                AXA European e-Services and AXA Technology Services.
                                                                Director of AXA Financial, Inc. (since May 2000).

Bruce W. Calvert                   Director                     Director (since October 1992), Chairman of the Board
Alliance Capital Management                                     (May 2001 to present) and Chief Executive Officer
Corporation                                                     (January 1999 to June 2003) of Alliance Capital Management
1345 Avenue of the Americas                                     Corporation; Director (May 2001 to present) of
New York, NY 10105                                              AXA Financial, Inc.; Director (May 2001 to present)
                                                                of Equitable Life.
</TABLE>



                                      C-8

<PAGE>

<TABLE>
<CAPTION>
                                                               PRINCIPAL OCCUPATION
NAME AND PRINCIPAL               POSITIONS AND OFFICES         (AND OTHER POSITIONS)
BUSINESS ADDRESS                 WITH EQUITABLE                WITHIN PAST 2 YEARS
- --------------------------       ------------------------      ----------------------------------------------------------------
<S>                              <C>                           <C>
Joseph L. Dionne                 Director                      Former Chairman (April 1988 to January 2000) and Chief
198 N. Wilton Road                                             Executive Officer (1981 to April 1998), Retired as
New Canaan, CT 06840                                           Director April 2000 of the McGraw-Hill Companies.
                                                               (Director, AXA Financial, Inc., Harris Corporation and
                                                               Ryder System, Inc.)

Denis Duverne                    Director                      Member of AXA Management Board (since February 2003 and
AXA                                                            Chief Financial Officer (since July 2003); prior thereto,);
25, Avenue Matignon                                            Executive Vice President (January 2000 to July 2003),
75008 Paris, France                                            Finance, Control and Strategy, AXA; Member of AXA
                                                               Executive Committee (since January 2000); (Director, AXA
                                                               Financial Inc. (since November 2003), Alliance Capital
                                                               Management Corporaton (since February 1996) and formerly
                                                               a Director of DLJ (from February 1997 until November 2000)).

Jean-Rene Fourtou                Director                      Chairman and Chief Executive Officer, Vivendi Universal
Vivendi Universal                                              (July 2002 to present); Vice Chairman of the Supervisory
42 Avenue de Friedland                                         Board, Aventis (May 2002 to January 2003); Vice Chairman of
75008 Paris                                                    the Management Board of Aventis (December 1999 to May 2002).
France                                                         Chairman and Chief Executive Officer, Rhone-Poulenc, S.A.
                                                               (June 1986 to December 1999); (Director, AXA Financial, Inc.
                                                               (since July 1992), Former Director, Rhodia, Schneider Electric
                                                               and Pernod-Ricard (July 1997 to present); Vice Chairman
                                                               of the Supervisory Board and Chairman of the Selection
                                                               Committee, AXA. Former Permanent representative of AXA
                                                               Assurances IARD Mutuelle on the Board of Directors of
                                                               Finaxa. Former member of European Advisory Board of Bankers
                                                               Trust Company and Consulting Council of Banque de France).
</TABLE>



                                      C-9

<PAGE>


<TABLE>
<CAPTION>
                                                               PRINCIPAL OCCUPATION
NAME AND PRINCIPAL                     POSITIONS AND OFFICES   (AND OTHER POSITIONS)
BUSINESS ADDRESS                       WITH EQUITABLE          WITHIN PAST 2 YEARS
- -------------------------------        ----------------------  --------------------------------------------------------------
<S>                                    <C>                     <C>

Donald J. Greene                       Director                Counselor-at-Law; prior thereto, Of Counsel, LeBoeuf, Lamb,
c/o LeBoeuf, Lamb, Greene & MacRae                             Greene & MacRae (1999 to 2002), Partner of the firm
125 West 55th Street                                           (1965-1999). (Director, AXA Financial, Inc. (since May
New York, NY 10019-4513                                        1992), Associated Electric and Gas Insurance Services Inc.
                                                               (AEGIS) and AXIS Specialty Insurance Company (since 2001)).

Mary R. (Nina) Henderson               Director                Retired Corporate Vice President, Corporate Core Business
425 East 86th Street                                           Development of Bestfoods (June 1999 until December
Apt. 12-C                                                      2000). Prior thereto, President, Bestfoods Grocery
New York, NY 10028                                             and Vice President, Bestfoods (formerly CPC International,
                                                               Inc.); (Director, Hunt Corporation (1992 to 2002),
                                                               PACTIV Corporation (since January 2000), The Shell Transport
                                                               and Trading Company, plc (May 2001 to present), Visiting
                                                               Nurse Service of New York and AXA Financial, Inc. (since
                                                               December 1996)) and DelMonte Foods Co. (since 2003).

W. Edwin Jarmain                       Director                President, Jarmain Group, Inc. (since 1979) and an officer or
Jarmain Group, Inc.                                            director of several affiliated companies; President and Chief
77 King Street West                                            Executive Officer (September 1992 to December 1993), Director
(Box 298 TD Centre)                                            and Chairman (January 1994 to May 1998), FCA International,
Suite 4545, Royal Trust Tower                                  Ltd.; (Director, DLJ (October 1992 until November 2000),
Toronto, Ontario M5K 1K2                                       Anglo Canada General Insurance Company (since 1987), AXA
                                                               Insurance (Canada) (since 1989), AXA Pacific Insurance Company
                                                               (since 1995), AXA Australia (since July 1998), Alliance Capital
                                                               Management Corporation (May 2000 to present) and a former Canada
                                                               Alternate Director, AXA Asia Pacific Holdings (December 1999
                                                               to September 2000). Chairman (non-executive) and Director,
                                                               FCA International Ltd. (January 1994 to May 1998). Director,
                                                               AXA Financial, Inc. (since July 1992)).
</TABLE>


                                      C-10

<PAGE>


<TABLE>
<CAPTION>
                                                                PRINCIPAL OCCUPATION
NAME AND PRINCIPAL                   POSITIONS AND OFFICES      (AND OTHER POSITIONS)
BUSINESS ADDRESS                     WITH EQUITABLE             WITHIN PAST 2 YEARS
- -------------------------------      ----------------------     --------------------------------------------------------------
<S>                                  <C>                        <C>
Peter J. Tobin                       Director                   Special Assistant to the President, St. John's
St. John's University                                           University (since September 2003), Dean, Peter J. Tobin
101 Murray Street                                               College of Business, St. John's University (August 1998
New York, NY 10007                                              to September 2003). Director, P. A. Consulting (1999 to
                                                                present), Alliance Capital Management Corporation (May
                                                                2000 to present) and H.W. Wilson Company.
                                                                Director (March 1999 to present) of AXA Financial, Inc.;
                                                                Director (March 1999 to present) of Equitable Life.

John C. Graves                       Director                   President and Chief Operating Officer, Graves
Graves Ventures, LLC                                            Ventures, LLC (January 2001 to present); Chief
130 Fifth Avenue                                                of Staff, Earl G. Graves, Ltd. (March 1993 to
New York, NY 10011                                              present), President of Black Enterprise
                                                                Unlimited (unkown to present); Trustee,
                                                                Meharry Medical College (September 2001 to
                                                                present); President, Catholic Big Brothers, Inc.
                                                                (June 1992 to present); Director, AXA Financial, Inc.
                                                                and Equitable Life (September 2002 to Present).

James F. Higgins                     Director                   Senior Advisor, Morgan Stanley (June 2000 to
Morgan Stanley                                                  present); Director/Trustee, Morgan Stanley
Harborside Financial Center                                     Funds (June 2000 to present); President and
Plaza Two, Second Floor                                         Chief Operating Officer - Individual Investor
Jersey City, NJ 07311                                           Group, Morgan Stanley Dean Witter (June 1997 to
                                                                June 2000); Director and Chairman of the
                                                                Executive Committee, Georgetown University
                                                                Board of Regents; Director, The American Ireland
                                                                Fund; Member, The American Association of the
                                                                Sovereign Military Order of Malta; Director,
                                                                AXA Financial, Inc. and Equitable Life
                                                                (December 2002 to present).

Christina Johnson                    Director                   President and Chief Executive Officer, Saks
                                                                Fifth Avenue Enterprises (February 2001 to
                                                                October 2003); President and Chief Executive
                                                                Officer, Saks Fifth Avenue (February 2000 to
                                                                February 2001); prior thereto, Vice Chairman
                                                                (September 1998 to February 2000) and Chief
                                                                Operating Officer (May 1999 to February 2000);
                                                                Director, Women In Need, Inc.; Regional Vice
                                                                President for the Greater New York Area, National
                                                                Italian American Foundation; Director, AXA
                                                                Financial, Inc. and Equitable Life
                                                                (September 2002 to present).

Scott D. Miller                      Director                   Vice Chairman (since March 2003); prior thereto
Hyatt Hotels Corporation                                        President, Hyatt Hotels Corporation (January
200 West Madison Street                                         2000 to March 2003); Executive Vice President,
Chicago, IL 60606                                               Hyatt Development Corporation (1997 to 2000);
                                                                Director, Schindler Holdings, Ltd.
                                                                (January 2002 to present); Director, Interval
                                                                International (January 1998 to June 2003);
                                                                Director, AXA Financial, Inc. and Equitable
                                                                Life (September 2002 to present).

Joseph H. Moglia                     Director                   Chief Executive Officer, Ameritrade Holding
Ameritrade Holding Corporation                                  Corporation (March 2001 to present); Senior
4211 South 102nd Street                                         Vice President, Merrill Lynch & Co., Inc.
Omaha, NE 68127                                                 (1984 to March 2001); Director, AXA
                                                                Financial, Inc. and Equitable life (November
                                                                2002 to present).
</TABLE>


                                      C-11

<PAGE>

<TABLE>
<CAPTION>
                                                                PRINCIPAL OCCUPATION
NAME AND PRINCIPAL               POSITIONS AND OFFICES          (AND OTHER POSITIONS)
BUSINESS ADDRESS                 WITH EQUITABLE                 WITHIN PAST 2 YEARS
- -------------------------------  ----------------------         --------------------------------------------------------------
<S>                              <C>                            <C>
OFFICERS AND DIRECTORS
- ----------------------

*Stanley B. Tulin                Director and Vice              See Column 2; Director (since November 2003), Vice Chairman of
                                 Chairman of the Board          the Board (since November 1999) and Chief Financial Officer
                                 (since February 1998)          (since May 1997); prior thereto, Senior Executive Vice President
                                 and Chief Financial            (February 1998 to November 1999), AXA Financial, Inc.; Executive
                                 Officer (since May             Vice President, AXA (since December 2000); Member, AXA's
                                 1996)                          Executive Committee (since December 2000); Director, Vice
                                                                Chairman of the Board and Chief Financial Officer (since December
                                                                1999), The Equitable of Colorado Inc., AXA Financial Services,
                                                                LLC and AXA Distribution Holding Corporation (since September
                                                                1999). (Director, Alliance Capital Management Corporation (since
                                                                July 1997) and DLJ (June 1997 to November 2000)). Member of the
                                                                Board of Overseers of Brandeis University's Graduate School of
                                                                International Economics and Finance. Member of the Board and
                                                                Treasurer of Jewish Theological Seminary.

Christopher M. Condron           Director, Chairman             Director, President and Chief Executive Officer (May 2001 to
                                 of the Board                   present) of AXA Financial, Inc.; Director, Chairman of the
                                 (since May 2001),              Board (May 2001 to present), President (May 2002 to present)
                                 President (since               and Chief Executive Officer (May 2001 to present) of Equitable
                                 May 2002) and                  Life; Member of the Management Board of AXA (since May 2001);
                                 Chief Executive                Member of the Executive Committee, AXA; prior thereto,
                                 Officer (since                 served both as President and Chief Operating Officer of
                                 May 2001)                      Mellon Financial Corp. (1999 to 2001) and Chairman and Chief
                                                                Executive Officer of Dreyfus Corp. (1995 to 2001). Director,
                                                                Chairman of the Board and Chief Executive Officer (May 2001
                                                                to present) of AXA Financial Services, LLC, Director of
                                                                Alliance Capital Management Corporation (May 2001 to
                                                                present), Director, Chairman of the Board, President and
                                                                Chief Executive Officer of AXA Distribution Holding
                                                                Corporation (May 2001 to present) and The Equitable of
                                                                Colorado, Inc. (June 2001 to present). Director and Treasurer
                                                                of The American Ireland Fund (since 1999) and Director of
                                                                Central Supply Corp.(since 1990). Member of the Board of
                                                                Govenors (appointed October 1997 to October 2000; Re-appointed
                                                                October 2001 to present) and Executive Committee (November
                                                                1998 to October 2000) of Investment Company Institute.
</TABLE>



                                      C-12

<PAGE>


<TABLE>
<CAPTION>
                                                                  PRINCIPAL OCCUPATION
NAME AND PRINCIPAL            POSITIONS AND OFFICES               (AND OTHER POSITIONS)
BUSINESS ADDRESS              WITH EQUITABLE                      WITHIN PAST 2 YEARS
- --------------------------    -----------------------             -----------------------------------------------------------------
<S>                           <C>                                 <C>
OTHER OFFICERS
- --------------

*Leon B. Billis               Executive Vice President            See Column 2; Chief Information Officer (November
                              (since February 1998)               1994 to February 2001) prior thereto, Senior Vice
                              and AXA Group Deputy                President (until February 1998) and Chief Information
                              Chief Information                   Officer; Executive Vice President (since September
                              Officer (since February             1999) and AXA Group Deputy Chief Information Officer
                              2001)                               (since February 2001), AXA Financial Services, LLC;
                                                                  prior thereto, EVP and Chief Information Officer
                                                                  (September 1999-February 2001). Director, J.M.R.
                                                                  Realty Services, Inc. (March 1995 to May 1999).
                                                                  Director, Chief Executive Officer and President of AXA
                                                                  Technology Services (January 2002 to present).

Jennifer Blevins              Executive Vice President            See Column 2; Executive Vice President (January 2002 to
                              (January 2002 to present)           present) of AXA Financial Services, LLC; prior thereto,
                                                                  Senior Vice President and Managing Director Worldwide
                                                                  Human Resources of Chubb and Son, Inc. (1999 to December 2001);
                                                                  Senior Vice President and Deputy Director Worldwide Human
                                                                  Resources, Chubb and Son, Inc. (1998 to 1999).

Mary Beth Farrell             Executive Vice President            See Column 2; Senior Vice President (December 1999 to
                              (December 2001 to present)          December 2001); Executive Vice President (December 2001
                                                                  to present) of AXA Financial Services, LLC. Senior Vice
                                                                  President and Controller, GreenPoint Financial/GreenPoint
                                                                  Bank of New York (1994 to December 1999).

Stuart L. Faust               Senior Vice President               See Column 2; Senior Vice President and Deputy General
                              (September 1997 to present)         Counsel (September 2001 to present) of AXA Financial, Inc.;
                              and Deputy General Counsel          Senior Vice President (September 1999 to present) and
                              (November 1999 to present)          Deputy General Counsel (November 1999 to present) of AXA
                                                                  Financial Services, LLC. Senior Vice President and Deputy
                                                                  General Counsel, The Equitable of Colorado, Inc.

Charles A. Marino             Senior Vice President               See Column 2; Senior Vice President (September 2000 to
                              (September 2000 to preset)          present) and Actuary (September 1999 to present) of AXA
                              and Actuary (May 1998 to            Financial Services, LLC. Director and Vice President
                              present)                            (since December 2003), AXA Financial (Bermuda) Ltd.

Deanna M. Mulligan            Executive Vice President            See Column 2; Senior Vice President (September 2000 to
                              (September 2001 to present)         September 2001) Executive Vice President (September 2001
                                                                  to present) of AXA Financial Services LLC. Prior thereto,
                                                                  Principal (and various positions) at McKinsey and
                                                                  Company, Inc. (1992 to 2000). Director, AXA Distributors,
                                                                  LCC (since March 2002).

*Richard V. Silver            Executive Vice President            See Column 2; Prior thereto, Senior Vice President
                              (since September 2001) and          (February 1995 to September 2001) and Deputy General
                              General Counsel (since              Counsel (since November 1999); Executive Vice
                              November 1999)                      President and General Counsel (September 2001 to present)
                                                                  of AXA Financial, Inc., Senior Vice President and
                                                                  Deputy General Counsel (October 1996 to September
                                                                  2001); Executive Vice President (September 2001 to
                                                                  present) and General Counsel (November 1999 to
                                                                  present) of AXA Financial Services, Inc., Executive Vice
                                                                  President (September 2001 to present) and General
                                                                  Counsel (December 1999 to present) of The Equitable of
                                                                  Colorado, Inc., Director (July 1999 to present) of AXA
                                                                  Advisors, LLC, Director (November 2001 until its dissolution
                                                                  in December 2003) of Paramount Planners, LLC. Secretary,
                                                                  AIMA Acquisition Co. (since September 2003). Previously
                                                                  held other officerships with Equitable Life and its affiliates.
</TABLE>



                                      C-13

<PAGE>

<TABLE>
<CAPTION>
                                                                 PRINCIPAL OCCUPATION
NAME AND PRINCIPAL             POSITIONS AND OFFICES             (AND OTHER POSITIONS)
BUSINESS ADDRESS               WITH EQUITABLE                    WITHIN PAST 2 YEARS
- --------------------------     ------------------------          ----------------------------------------------------------------
<S>                            <C>                               <C>
*Harvey Blitz                  Senior Vice President             See Column 2; Senior Vice President (since July 1992),
                               (September 1987 to                AXA Financial, Inc.; Senior Vice President, AXA Financial
                               present)                          Services, LLC (since September 1999); Senior Vice President
                                                                 (since December 1999), The Equitable of Colorado, Inc.;
                                                                 Director and Chairman of the Board (since June 2003), Frontier
                                                                 Trust Company, FSB ("Frontier"); Executive Vice President
                                                                 (since August 1999) and Director (since July 1999), AXA
                                                                 Advisors LLC (formerly, "EQF" (until September 1999)); Senior
                                                                 Vice President and Director (since July 1999), AXA Network,
                                                                 LLC (formerly EquiSource); Director and Officer of various
                                                                 Equitable Life affiliates.

*Kevin R. Byrne                Senior Vice President             See Column 2; Senior Vice President (September 1997 to
                               (July 1997 to present)            present) and Treasurer (September 1993 to present) of
                               and Tresurer (September           AXA Financial, Inc. Senior Vice President and
                               1993 to present)                  Treasurer, AXA Financial Services, LLC (since September
                                                                 1999) and The Equitable of Colorado, Inc. (since
                                                                 December 1997). Treasurer, Frontier Trust Company, FSB
                                                                 (since June 1990)and AXA Network, LLC (since July 1999).
                                                                 Vice President and Treasurer (since March 1997), EQ
                                                                 ADVISORS TRUST. Director (since July 1997), Senior
                                                                 Vice President and Chief Financial Officer (since
                                                                 April 1998), ACMC, Inc. Senior Vice President and Treasurer,
                                                                 AXA Distribution Holding Corporation (since November
                                                                 1999); Director (since July 1998), Chairman (since
                                                                 August 2000) and Chief Executive Officer (since
                                                                 September 1997), Equitable Casualty Insurance Company;
                                                                 Senior Vice President and Treasurer (since December 2001),
                                                                 AXA Advisors, LLC; Director and Deputy Treasurer (since
                                                                 December 2001), AXA Technology Services (since December 2001)
                                                                 and Director, President and Chief Executive Officer (since
                                                                 December 2003), AXA Financial (Bermuda) Ltd. Previously held
                                                                 other officerships with Equitable Life and its affiliates.
</TABLE>



                                      C-14

<PAGE>

<TABLE>
<CAPTION>
                                                                PRINCIPAL OCCUPATION
NAME AND PRINCIPAL             POSITIONS AND OFFICES            (AND OTHER POSITIONS)
BUSINESS ADDRESS               WITH EQUITABLE                   WITHIN PAST 2 YEARS
- --------------------------     ------------------------         -----------------------------------------------------------------
<S>                            <C>                              <C>
*Judy A. Faucett               Senior Vice President            See Column 2; Senior Vice President, AXA Financial
                               (since September 1996)           Services, LLC (since September 1999); Director,
                               and Actuary (September           Chairman of the Board and Chief Executive Officer,
                               1996 to December 1998).          AXA Network, LLC (July 1999 to December 2001). Partner
                                                                and Senior Actuarial Consultant, Coopers & Lybrand,
                                                                LLC (January 1989 to August 1996); Consultiing
                                                                Actuary, Milliman & Robertson (January 1986 to January
                                                                1989).

*Alvin H. Fenichel             Senior Vice President            See Column 2; Senior Vice President and Controller,
                               (June 1989 to present)           AXA Financial, Inc. (since May 1992), The Equitable
                               and Controller (October          of Colorado, Inc. (since December 1999) and AXA
                               1990 to present)                 Financial Services, LLC (since September 1999).
                                                                Previously held other officerships with Equitable
                                                                Life and its affiliates.
</TABLE>



                                      C-15

<PAGE>

<TABLE>
<CAPTION>
                                                                  PRINCIPAL OCCUPATION
NAME AND PRINCIPAL             POSITIONS AND OFFICES              (AND OTHER POSITIONS)
BUSINESS ADDRESS               WITH EQUITABLE                     WITHIN PAST 2 YEARS
- --------------------------     ------------------------           -------------------------------------------------------------
<S>                            <C>                                <C>
*Paul J. Flora                 Senior Vice President              See Column 2; Senior Vice President (since March
                               (since March 1996) and             1996) and Auditor (since September 1994), AXA
                               Auditor (since September           Financial, Inc. Prior thereto, Vice President and
                               1994)                              Auditor (September 1984 to March 1996). Senior Vice
                                                                  President and Auditor, AXA Financial Services, LLC
                                                                  since September 1999).

*Donald R. Kaplan              Senior Vice President              See Column 2; Senior Vice President (since October
                               (since September 1999)             1999) Compliance Officer and Associate General
                               and Chief Compliance               Counsel (since April 2000), AXA Financial Services,
                               Officer and Associate              LLC. Previously held other officerships with
                               General Counsel                    Equitable Life and its affiliates.

William I. Levine              Executive Vice President           Executive Vice President and Chief Information Officer, AXA
                               and Chief Information              Financial Services, LLC (since February 2001). Member of the
                               Officer (since February            Advisory Board, AXA Technology Services (2002 to present).
                               2001)                              Prior thereto, Senior Vice President of Paine Webber (1997
                                                                  to 2001)

*Peter D. Noris                Executive Vice President           See Column 2; Executive Vice President (since May 1995) and
                               (May 1995 to present) and          Chief Investment Officer (since July 1995), AXA Financial.
                               Chief Investment Officer           Chairman and Trustee (since March 1997), EQ ADVISORS TRUST.
                               (July 1995 to present)             Executive Vice President and Chief Investment Officer, The
                                                                  Equitable of Colorado (since December 1999), Executive Vice
                                                                  President, AXA Financial Services, LLC (since September 1999).
                                                                  Executive Vice President (since August 1999), AXA Advisors, LLC;
                                                                  Director, Alliance Capital Management Corporation (since July
                                                                  1995), Trustee (since November 2001), AXA Premier Funds,
                                                                  Executive Vice President, EQF, (November 1996 to September 1999).
                                                                  Director, EREIM Managers Corp. (July 1997 to March 2001), and
                                                                  EREIM LP Corp. (October 1997 to March 2001).
</TABLE>


                                      C-16

<PAGE>

<TABLE>
<CAPTION>
                                                                  PRINCIPAL OCCUPATION
NAME AND PRINCIPAL             POSITIONS AND OFFICES              (AND OTHER POSITIONS)
BUSINESS ADDRESS               WITH EQUITABLE                     WITHIN PAST 2 YEARS
- --------------------------     ------------------------           -----------------------------------------------------------------
<S>                            <C>                                <C>
*Anthony C. Pasquale           Senior Vice President              See Column 2; Senior Vice President, AXA Financial
                               (June 1991 to present)             Services LLC (since September 1999). Director, Chairman
                                                                  and Chief Operating Officer, Casualty, (September 1997 to
                                                                  August 2000). Director, EREIM LP Corp. (October 1997 to
                                                                  March 2001). Previously held other officerships with
                                                                  Equitable Life and its affiliates.

*Pauline Sherman               Senior Vice President              See Column 2, Prior thereto, Vice President, Secretary
                               (since February 1999)              and Associate General Counsel. Senior Vice President (since
                               Secretary (since September         February 1999), Secretary and Associate General Counsel
                               1995) and Associate                (since September 1995), AXA Financial Inc. and AXA Financial
                               General Counsel (since             Services LLC (since September 1999). Senior Vice President
                               March 1993)                        Secretary and Associate General Counsel of The Equitable
                                                                  of Colorado (since December 1999). Secretary, AXA
                                                                  Distribution Holding Corporation (since September 1999).
                                                                  Previously held other officerships with Equitable Life.

Jerald E. Hampton              Executive Vice President           See Column 2; Executive Vice President (since May 2002 to
                               (May 2002 to present)              present) of AXA Financial Services, LLC; Director (since
                                                                  May 2002) and Vice Chairman of the Board (since August 2002),
                                                                  AXA Advisors, LLC; Chairman and Chief Executive Officer,
                                                                  AXA Network, LLC (since May 2002); Director and Chairman of
                                                                  the Board, AXA Distributors, LLC (since September 2002).
                                                                  Executive Vice President and Director of the Private Client
                                                                  Financial Services Division, Salomon Smith Barney (April 1992
                                                                  to May 2002).

Jeffrey Green                  Senior Vice President              See Column 2; Senior Vice President (since September
                               (September 2002 to present)        2002) of AXA Financial Services, LLC;
                                                                  Director, President and Chief Operating Officer,
                                                                  AXA Network, LLC (since November 2002); Senior Vice
                                                                  President, AXA Advisors, LLC (since October 2002). Senior
                                                                  Vice President, Product Manager of Salomon Smith Barney
                                                                  (1996 to September 2002).
</TABLE>


                                      C-17

<PAGE>


Item 30.  Persons Controlled by or Under Common Control with the Insurance
          Company or Registrant


          Separate Account Nos. 3, 4, 10, and 66 of The Equitable Life Assurance
Society of the United States (the "Separate Accounts") are separate accounts of
Equitable. Equitable, a New York stock life insurance company is a wholly owned
subsidiary of AXA Financial, Inc. (the "Holding Company") (formerly The
Equitable Companies Incorporated).


          AXA owns 100% of the Holding Company's outstanding common stock. AXA
is able to exercise significant influence over the operations and capital
structure of the Holding Company and its subsidiaries, including Equitable Life.
AXA, a French company, is the holding company for an international group of
insurance and related financial services companies.



                                     C-18
<PAGE>


                          Consolidated companies as at
                               December 31, 2002




                                   AXA GROUP
                 CONSOLIDATED COMPANIES AS AT DECEMBER 31, 2002


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
ACTIVITY              COUNTRY          CONSOLIDATED COMPANY                    SHAREHOLDERS                              OWNERSHIP
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>              <C>                                     <C>                                       <C>
FINANCIAL SERVICES    BELGIUM          IPPA VASTGOED                           AXA HOLDINGS BELGIUM                           100.00
  & REAL ESTATE
FINANCIAL SERVICES    BELGIUM          AXA INVESTMENT MANAGERS BENELUX         AXA ASSET MANAGEMENT LIMITED                     0.01
  & REAL ESTATE
FINANCIAL SERVICES    BELGIUM          AXA INVESTMENT MANAGERS BENELUX         AXA INVESTMENT MANAGERS SA                      99.99
  & REAL ESTATE
FINANCIAL SERVICES    BELGIUM          ROYALE BELGE INVESTISSEMENT             AXA HOLDINGS BELGIUM                             0.00
  & REAL ESTATE
FINANCIAL SERVICES    BELGIUM          AXA BANK BELGIUM                        AXA HOLDINGS BELGIUM                           100.00
  & REAL ESTATE
FINANCIAL SERVICES    BELGIUM          AXA REAL ESTATE INVESMENT MANAGERS      AXA BANK BELGIUM                                 0.10
  & REAL ESTATE                          BENELUX
FINANCIAL SERVICES    BELGIUM          AXA REAL ESTATE INVESMENT MANAGERS      AXA REAL ESTATE INVESMENT                       99.90
  & REAL ESTATE                          BENELUX                                 MANAGERS SA
FINANCIAL SERVICES    FRANCE           AXA INVESTMENT MANAGEMENT PRIVATE       AXA INVESTMENT MANAGERS SA                      99.93
  & REAL ESTATE                          EQUITY SA
FINANCIAL SERVICES    FRANCE           AXA INVESTMENT MANAGEMENT PRIVATE       AXA INVESTMENT MANAGERS PARIS                    0.01
  & REAL ESTATE                          EQUITY SA
FINANCIAL SERVICES    FRANCE           AXA INVESTMENT PRIVATE EQUITY           AXA INVESTMENT MANAGEMENT PRIVATE              100.00
  & REAL ESTATE                          EUROPE SA                               EQUITY SA
FINANCIAL SERVICES    FRANCE           AXA REAL ESTATE MANAGEMENT              AXA REAL ESTATE INVESMENT                       99.96
  & REAL ESTATE                          INVESTMENT MANAGERS France              MANAGERS SA
FINANCIAL SERVICES    FRANCE           AXA REAL ESTATE MANAGEMENT INVEST       AXA INVESTMENT MANAGERS SA                       0.01
  & REAL ESTATE                          MANAGERS France
FINANCIAL SERVICES    FRANCE           AXA ASSET MANAGEMENT PRIVATE EQUITY     AXA INVESTMENT MANAGERS PARIS                    0.01
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           AXA ASSET MANAGEMENT PRIVATE EQUITY     AXA INVESTMENT PRIVATE EQUITY                   85.46
  & REAL ESTATE                                                                  EUROPE SA
FINANCIAL SERVICES    FRANCE           AXA ASSET MANAGEMENT PRIVATE EQUITY     AXA INVESTMENT MANAGERS SA                       0.01
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           COLISEE SURESNES                        JOUR FINANCE                                    20.63
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           COLISEE SURESNES                        COMPAGNIE FINANCIERE DE PARIS                   51.07
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           COLISEE SURESNES                        SOCIETE BEAUJON                                  0.92
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           COLISEE SURESNES                        AXA ASSURANCES IARD                             23.72
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           SOFAPI                                  COMPAGNIE FINANCIERE DE PARIS                  100.00
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           HOLDING SOFFIM                          COMPAGNIE FINANCIERE DE PARIS                  100.00
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           SOFINAD                                 COMPAGNIE FINANCIERE DE PARIS                  100.00
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           AXA CREDIT                              AXA BANQUE                                      65.00
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           AXA BANQUE                              AXA ASSURANCES VIE                              37.38
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           AXA BANQUE                              AXA FRANCE ASSURANCE                            62.62
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           COMPAGNIE FINANCIERE DE PARIS           AXA                                            100.00
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           BANQUE DE MARCHES ET D'ARBITRAGE        AXA ASSURANCES IARD                              8.20
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           BANQUE DE MARCHES ET D'ARBITRAGE        AXA                                             19.51
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           AXA ASSET MANAGEMENT CONSULTANT         AXA INVESTMENT MANAGERS SA                      99.94
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           AXA ASSET MANAGEMENT CONSULTANT         AXA GRANDE ARMEE                                 0.01
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           AXA ASSET MANAGEMENT CONSULTANT         AXA INVESTMENT MANAGERS PARIS                    0.02
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           AXA INVESTMENT MANAGERS SA              AXA                                             47.42
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           AXA INVESTMENT MANAGERS SA              AXA ROYALE BELGE                                 3.81
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           AXA INVESTMENT MANAGERS SA              AXA LEVEN NV                                     1.90
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           AXA INVESTMENT MANAGERS SA              AXA UK PLC                                      16.66
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           AXA INVESTMENT MANAGERS SA              AXA RE                                           0.73
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           AXA INVESTMENT MANAGERS SA              NATIONAL MUTUAL FUND MANAGEMENT VIE              3.68
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           AXA INVESTMENT MANAGERS SA              AXA KONZERN AG                                   6.68
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           AXA INVESTMENT MANAGERS SA              AXA ASSURANCES IARD                             14.50
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           AXA INVESTMENT MANAGERS SA              DIRECT ASSURANCES IARD                           0.18
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           CFP - CREDIT                            COMPAGNIE FINANCIERE DE PARIS                  100.00
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           AXA INVESTMENT MANAGERS PARIS           AXA INVESTMENT MANAGERS SA                     100.00
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           AXA GESTION FCP                         AXA INVESTMENT MANAGERS PARIS                  100.00
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           GIE AXA GESTION DES ACTIFS              AXA INVESTMENT MANAGERS SA                     100.00
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           AXA FUNDS MANAGEMENT LUXEMBOURG         AXA INVESTMENT MANAGERS SA                      98.84
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           AXA FUNDS MANAGEMENT LUXEMBOURG         AXA INVESTMENT MANAGERS PARIS                    1.16
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           FONDS IMMOBILIERS PARIS OFFICE          AXA COLLECTIVES                                 15.00
  & REAL ESTATE                          FUNDS
</TABLE>


                                  Page 1 de 2
<PAGE>

                          Consolidated companies as at
                               December 31, 2002


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
ACTIVITY              COUNTRY          CONSOLIDATED COMPANY                    SHAREHOLDERS                              OWNERSHIP
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>              <C>                                     <C>                                       <C>
FINANCIAL SERVICES    FRANCE           FONDS IMMOBILIERS PARIS OFFICE          AXA ASSURANCES VIE                              20.00
  & REAL ESTATE                          FUNDS
FINANCIAL SERVICES    FRANCE           FONDS IMMOBILIERS PARIS OFFICE          AXA ASSURANCES IARD                             15.00
  & REAL ESTATE                          FUNDS
FINANCIAL SERVICES    FRANCE           AXA REAL ESTATE INVESMENT               AXA INVESTMENT MANAGERS SA                      99.99
  & REAL ESTATE                          MANAGERS SA
FINANCIAL SERVICES    FRANCE           AXA MULTIMANAGER SA                     AXA MULTIMANAGER LIMITED                        99.98
  & REAL ESTATE
FINANCIAL SERVICES    FRANCE           AXA GESTION INTERESSEMENT               AXA INVESTMENT MANAGERS PARIS                  100.00
  & REAL ESTATE
FINANCIAL SERVICES    GERMANY          AXA INVESTMENT MANAGERS                 AXA INVESTMENT MANAGERS SA                      85.00
  & REAL ESTATE                          DEUTSCHLAND GMBH
FINANCIAL SERVICES    GERMANY          AXA ASSET MANAGEMENT DEUTSCHLAND        AXA INVESTMENT MANAGERS SA                     100.00
  & REAL ESTATE                          GMBH
FINANCIAL SERVICES    GERMANY          AXA FUNDS TRUST GMBH                    AXA INVESTMENT MANAGERS SA                     100.00
  & REAL ESTATE
FINANCIAL SERVICES    GERMANY          AXA REAL ESTATE MANAGERS                AXA INVESTMENT IMOBILIEN                       100.00
  & REAL ESTATE                          DEUTSCHLAND
FINANCIAL SERVICES    GERMANY          AXA MERKENS FONDS GMBH                  AXA INVESTMENT IMOBILIEN                       100.00
  & REAL ESTATE
FINANCIAL SERVICES    GERMANY          AXA IMOBILIEN AG                        AXA REAL ESTATE INVESMENT                      100.00
  & REAL ESTATE                                                                  MANAGERS SA
FINANCIAL SERVICES    GERMANY          AXA PRIVATE EQUITY DEUTSCHLAND          AXA INVESTMENT PRIVATE EQUITY                  100.00
  & REAL ESTATE                          GMBH                                    EUROPE SA
FINANCIAL SERVICES    GERMANY          AXA VORSORGEBANK                        AXA KONZERN AG                                 100.00
  & REAL ESTATE
FINANCIAL SERVICES    GERMANY          AXA BAUSPARKASSE AG                     AXA LEBENSVERSICHERING AG                       33.02
  & REAL ESTATE
FINANCIAL SERVICES    GERMANY          AXA BAUSPARKASSE AG                     AXA KONZERN AG                                  66.67
  & REAL ESTATE
FINANCIAL SERVICES    GREAT BRITAIN    AXA INVESTMENTS MANAGERS LIMITED        AXA INVESTMENT MANAGERS SA                     100.00
  & REAL ESTATE
FINANCIAL SERVICES    GREAT BRITAIN    AXA MULTIMANAGER LIMITED                AXA INVESTMENT MANAGERS SA                     100.00
  & REAL ESTATE
FINANCIAL SERVICES    GREAT BRITAIN    AXA INVESTMENT MANAGERS UK              AXA ASSET MANAGEMENT LIMITED                    33.33
  & REAL ESTATE
FINANCIAL SERVICES    GREAT BRITAIN    AXA INVESTMENT MANAGERS UK              AXA INVESTMENT MANAGERS SA                      66.67
  & REAL ESTATE
FINANCIAL SERVICES    GREAT BRITAIN    AXA INVESTMENT MANAGERS AWF             AXA ASSET MANAGEMENT LIMITED                   100.00
  & REAL ESTATE                          SERVICES LIMITED
FINANCIAL SERVICES    GREAT BRITAIN    AXA INVESTMENT MANAGERS DEUTSCHLAND     AXA ASSET MANAGEMENT LIMITED                   100.00
  & REAL ESTATE                          LIMITED
FINANCIAL SERVICES    GREAT BRITAIN    AXA INVESTMENT MANAGERS GLOBAL          AXA INVESTMENT MANAGERS SA                     100.00
  & REAL ESTATE                          SERVICES
FINANCIAL SERVICES    GREAT BRITAIN    SUN LIFE GLOBAL MANAGEMENT LIMITED      AXA ASSET MANAGEMENT LIMITED                   100.00
  & REAL ESTATE
FINANCIAL SERVICES    GREAT BRITAIN    AXA ASSET MANAGEMENT LIMITED            AXA INVESTMENT MANAGERS SA                     100.00
  & REAL ESTATE
FINANCIAL SERVICES    GREAT BRITAIN    AXA FUNDS MANAGEMENT UK LIMITED         AXA INVESTMENT MANAGERS UK                     100.00
  & REAL ESTATE
FINANCIAL SERVICES    GREAT BRITAIN    AXA REAL ESTATE INVESMENT               AXA REAL ESTATE INVESMENT                      100.00
  & REAL ESTATE                          MANAGERS LIMITED                        MANAGERS SA
FINANCIAL SERVICES    HONG KONG        AXA ROSENBERG INVESTMENT MANAGERS       AXA ROSENBERG IM ASIA PACIFIC                  100.00
  & REAL ESTATE                          ASIA PACIFIC HONG KONG                  HOLD. LLC
FINANCIAL SERVICES    HONG KONG        AXA INVESTMENT MANAGERS HK SAR          AXA INVESTMENT MANAGERS SA                     100.00
  & REAL ESTATE
FINANCIAL SERVICES    HUNGARY          AXA BIZTOSITO PENSION FUND              AXA NORDSTERN HOLDING                          100.00
  & REAL ESTATE
FINANCIAL SERVICES    IRELAND          AXA INVESTMENT MANAGERS IRELAND         AXA INVESTMENT MANAGERS SA                     100.00
  & REAL ESTATE
FINANCIAL SERVICES    ITALY            AXA INVESTMENT MANAGERS ITALIA          AXA INVESTMENT MANAGERS SA                      99.77
  & REAL ESTATE
FINANCIAL SERVICES    ITALY            AXA INVESTMENT MANAGERS ITALIA          AXA ASSICURAZIONI                                0.23
  & REAL ESTATE
FINANCIAL SERVICES    ITALY            AXA REAL ESTATE INVESMENT               AXA REAL ESTATE INVESMENT                      100.00
  & REAL ESTATE                          MANAGERS ITALIA                         MANAGERS SA
FINANCIAL SERVICES    JAPAN            AXA INVESTMENT MANAGERS TOKYO           AXA INVESTMENT MANAGERS SA                     100.00
  & REAL ESTATE
FINANCIAL SERVICES    JAPAN            AXA ROSENBERG IM                        AXA INVESTMENT MANAGERS ROSENBERG               28.00
  & REAL ESTATE
FINANCIAL SERVICES    JAPAN            AXA ROSENBERG IM                        AXA INVESTMENT MANAGERS SA                      59.99
  & REAL ESTATE
FINANCIAL SERVICES    SINGAPORE        AXA ROSENBERG INVESTMENT MANAGERS       AXA ROSENBERG IM ASIA PACIFIC                  100.00
  & REAL ESTATE                          ASIA PACIFIC SINGAPORE                  HOLD. LLC
FINANCIAL SERVICES    SPAIN            AXA REAL ESTATE INVESMENT               AXA REAL ESTATE INVESMENT                      100.00
  & REAL ESTATE                          MANAGERS IBERICA                        MANAGERS SA
FINANCIAL SERVICES    THE NETHERLANDS  AXA INVESTMENT MANAGERS DEN HAAG        AXA INVESTMENT MANAGERS SA                     100.00
  & REAL ESTATE
FINANCIAL SERVICES    UNITED STATES    AXA INVESTMENT MANAGERS ROSE            AXA INVESTMENT MANAGERS SA                      90.00
  & REAL ESTATE
FINANCIAL SERVICES    UNITED STATES    AXA INVESTMENT MANAGERS ROSE            AXA INVESTMENT MANAGERS HOLDING INC.            10.00
  & REAL ESTATE
FINANCIAL SERVICES    UNITED STATES    AXA INVESTMENT MANAGERS NORTH           AXA INVESTMENT MANAGERS ROSE                   100.00
  & REAL ESTATE                          AMERICA
FINANCIAL SERVICES    UNITED STATES    AXA INVESTMENT MANAGER PRIVATE          AXA INVESTMENT MANAGEMENT PRIVATE              100.00
  & REAL ESTATE                          EQUITY US                               EQUITY SA
FINANCIAL SERVICES    UNITED STATES    ALLIANCE CAPITAL MANAGEMENT LLP         AXA FINANCIAL INC.                              25.09
  & REAL ESTATE
FINANCIAL SERVICES    UNITED STATES    ALLIANCE CAPITAL MANAGEMENT LLP         THE EQUITABLE LIFE ASSURANCE                    74.91
  & REAL ESTATE                                                                  SOCIETY
FINANCIAL SERVICES    UNITED STATES    AXA INVESTMENT MANAGERS                 AXA INVESTMENT MANAGERS SA                     100.00
  & REAL ESTATE                          HOLDING INC.
FINANCIAL SERVICES    UNITED STATES    AXA ROSENBERG LLC                       AXA INVESTMENT MANAGERS ROSE                    75.00
  & REAL ESTATE
FINANCIAL SERVICES    UNITED STATES    AXA INVESTMENT MANAGERS                 AXA ASSET MANAGEMENT LIMITED                   100.00
  & REAL ESTATE                          & ADVISOR LIMITED
FINANCIAL SERVICES    UNITED STATES    AXA ROSENBERG INVESTMENT MANAGERS       AXA ROSENBERG LLC                               80.40
  & REAL ESTATE                          ASIA PACIFIC HOLD. LLC
FINANCIAL SERVICES    UNITED STATES    AXA ROSENBERG INVESTMENT MANAGERS       AXA INVESTMENT MANAGERS SA                      19.60
  & REAL ESTATE                          ASIA PACIFIC HOLD. LLC
FINANCIAL SERVICES    UNITED STATES    AXA ALTERNATIVE ADVISORS INC            AXA INVESTMENT MANAGERS SA                     100.00
</TABLE>


                                  Page 2 de 2
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
ACTIVITY                  COUNTRY         CONSOLIDATED COMPANY                     SHAREHOLDERS                            OWNERSHIP
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>             <C>                                      <C>                                        <C>
INSURANCE & REINSURANCE   AUSTRALIA       NATIONAL MUTUAL FUND MANAGEMENT          AXA ASIA PACIFIC HOLDINGS LIMITED          100.00
INSURANCE & REINSURANCE   AUSTRALIA       NATIONAL MUTUAL FINANCIAL SERVICES       AXA ASIA PACIFIC HOLDINGS LIMITED          100.00
INSURANCE & REINSURANCE   AUSTRALIA       NATIONAL MUTUAL INTERNATIONAL            AXA ASIA PACIFIC HOLDINGS LIMITED          100.00
INSURANCE & REINSURANCE   AUSTRIA         AXA NORDSTERN LEBEN                      AXA NORDSTERN HOLDING                      100.00
INSURANCE & REINSURANCE   AUSTRIA         AXA NORDSTERN VERSICHERUNG               AXA NORDSTERN HOLDING                      100.00
INSURANCE & REINSURANCE   BELGIUM         ARDENNE PREVOYANTE                       AXA BELGIUM                                  0.05
INSURANCE & REINSURANCE   BELGIUM         ARDENNE PREVOYANTE                       AXA HOLDINGS BELGIUM                        99.95
INSURANCE & REINSURANCE   BELGIUM         AXA BELGIUM                              UAB                                          0.42
INSURANCE & REINSURANCE   BELGIUM         AXA BELGIUM                              AXA HOLDINGS BELGIUM                        99.58
INSURANCE & REINSURANCE   BELGIUM         UAB                                      AXA HOLDINGS BELGIUM                       100.00
INSURANCE & REINSURANCE   BELGIUM         ASSURANCES DE LA POSTE VIE               AXA HOLDINGS BELGIUM                        50.00
INSURANCE & REINSURANCE   BELGIUM         ASSURANCES DE LA POSTE                   AXA HOLDINGS BELGIUM                        50.00
INSURANCE & REINSURANCE   CANADA          AXA CANADA                               AXA                                        100.00
INSURANCE & REINSURANCE   CANADA          ACS CANADA VIE                           AXA RE                                     100.00
INSURANCE & REINSURANCE   CANADA          ACS CANADA NON VIE                       AXA RE                                     100.00
INSURANCE & REINSURANCE   CANADA          AXA CS ASSURANCE CANADA                  AXA CORPORATE SOLUTION ASSURANCE           100.00
INSURANCE & REINSURANCE   CANADA          AXA CANADA ADP                           AXA CANADA                                 100.00
INSURANCE & REINSURANCE   FRANCE          AXA FRANCE IARD                          AXA FRANCE ASSURANCE                        99.92
INSURANCE & REINSURANCE   FRANCE          AXA CORPORATE SOLUTION ASSURANCE         AXA RE                                      98.49
INSURANCE & REINSURANCE   FRANCE          ARGOVIE                                  AXA FRANCE VIE                              94.03
INSURANCE & REINSURANCE   FRANCE          AXA FRANCE VIE                           AXA COLLECTIVES                              8.35
INSURANCE & REINSURANCE   FRANCE          AXA FRANCE VIE                           AXA FRANCE ASSURANCE                        91.65
INSURANCE & REINSURANCE   FRANCE          AXA RE FINANCE                           AXA RE                                      79.00
INSURANCE & REINSURANCE   FRANCE          COMPAGNIE GENERALE REASSURANCE           AXA RE                                      99.99
                                            MONTE-CARLO
INSURANCE & REINSURANCE   FRANCE          NATIO ASSURANCES                         AXA FRANCE IARD                             50.00
INSURANCE & REINSURANCE   FRANCE          NSM VIE                                  AXA FRANCE ASSURANCE                        39.93
INSURANCE & REINSURANCE   FRANCE          AXA COLLECTIVES                          AXA FRANCE ASSURANCE                        95.71
INSURANCE & REINSURANCE   FRANCE          AXA COLLECTIVES                          AXA FRANCE IARD                              3.69
INSURANCE & REINSURANCE   FRANCE          AXA RE                                   AXA COLLECTIVES                              0.02
INSURANCE & REINSURANCE   FRANCE          AXA RE                                   AXA FRANCE ASSURANCE                         0.10
INSURANCE & REINSURANCE   FRANCE          AXA RE                                   AXA ASSURANCES IARD                          4.90
INSURANCE & REINSURANCE   FRANCE          AXA RE                                   AXA                                         94.99
INSURANCE & REINSURANCE   FRANCE          DIRECT ASSURANCES IARD                   AXA FRANCE ASSURANCE                       100.00
INSURANCE & REINSURANCE   FRANCE          JURIDICA                                 AXA FRANCE ASSURANCE                        98.51
INSURANCE & REINSURANCE   FRANCE          SAINT GEORGES RE                         AXA                                        100.00
INSURANCE & REINSURANCE   FRANCE          AXA CESSIONS                             AXA RE                                     100.00
INSURANCE & REINSURANCE   FRANCE          SPS RE                                   AXA RE                                      69.95
INSURANCE & REINSURANCE   FRANCE          NSM VIE                                  AXA ASSURANCES IARD                          0.14
INSURANCE & REINSURANCE   FRANCE          AXA ASSISTANCE                           AXA                                        100.00
INSURANCE & REINSURANCE   GERMANY         AXA VERSICHERUNG AG                      AXA KONZERN AG                              74.41
INSURANCE & REINSURANCE   GERMANY         AXA VERSICHERUNG AG                      GRE CONTINENTAL EUROPE HOLDING GMBH         25.59
INSURANCE & REINSURANCE   GERMANY         AXA LEBEN                                AXA VERSICHERUNG AG                         52.19
INSURANCE & REINSURANCE   GERMANY         AXA LEBEN                                AXA KONZERN AG                              47.81
INSURANCE & REINSURANCE   GERMANY         AXA KRANKENVERSICHERUNG AG               AXA KONZERN AG                              52.69
INSURANCE & REINSURANCE   GERMANY         AXA KRANKENVERSICHERUNG AG               AXA LEBEN                                   35.32
INSURANCE & REINSURANCE   GERMANY         AXA KRANKENVERSICHERUNG AG               DEUTSCHE AERZTEVERSICHERUNG                 11.41
INSURANCE & REINSURANCE   GERMANY         AXA NORDSTERN ART                        AXA KONZERN AG                             100.00
INSURANCE & REINSURANCE   GERMANY         DEUTSCHE AERZTEVERSICHERUNG AG           AXA KONZERN AG                              97.87
INSURANCE & REINSURANCE   GERMANY         PRO BAV PENSIONSKASSE                    AXA KONZERN AG                             100.00
</TABLE>


                                  Page 1 de 3
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
ACTIVITY                  COUNTRY         CONSOLIDATED COMPANY                     SHAREHOLDERS                            OWNERSHIP
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>             <C>                                      <C>                                        <C>
INSURANCE & REINSURANCE   GERMANY         ACS ASSURANCE ALLEMAGNE                  AXA CORPORATE SOLUTION ASSURANCE           100.00
INSURANCE & REINSURANCE   GREAT BRITAIN   AXA UK HOLDING PLC                       AXA RE                                     100.00
INSURANCE & REINSURANCE   GREAT BRITAIN   PPP GROUP PLC                            GUARDIAN ROYAL EXCHANGE PLC                100.00
INSURANCE & REINSURANCE   GREAT BRITAIN   PPP HEALTHCARE PROFESSIONAL SERVICES     AXA INSURANCE UK                           100.00
                                            LIMITED
INSURANCE & REINSURANCE   GREAT BRITAIN   AXA SUN LIFE PLC                         AXA UK PLC                                 100.00
INSURANCE & REINSURANCE   GREAT BRITAIN   ROYAL EXCHANGE ASSURANCE PLC             GUARDIAN ROYAL EXCHANGE PLC                100.00
INSURANCE & REINSURANCE   GREAT BRITAIN   AXA INSURANCE UK DISCONTINUED BUSINESS   AXA INSURANCE UK                           100.00
INSURANCE & REINSURANCE   GREAT BRITAIN   AXA REINSURANCE UK PLC - INSURANCE       AXA REINSURANCE UK PLC - REINSURANCE       100.00
INSURANCE & REINSURANCE   GREAT BRITAIN   ACS ASSURANCES UK BRANCH - REINSURANCE   ACS ASSURANCE UK BRANCH - INSURANCE        100.00
INSURANCE & REINSURANCE   GREAT BRITAIN   ACS ASSURANCE UK BRANCH - INSURANCE      AXA CORPORATE SOLUTION ASSURANCE           100.00
INSURANCE & REINSURANCE   GREAT BRITAIN   AXA UK PLC                               AXA                                        100.00
INSURANCE & REINSURANCE   GREAT BRITAIN   AXA GLOBAL RISKS (U.K.) LIMITED          AXA RE                                     100.00
INSURANCE & REINSURANCE   GREAT BRITAIN   ENGLISH & SCOTTISH                       AXA UK                                     100.00
INSURANCE & REINSURANCE   GREAT BRITAIN   AXA REINSURANCE UK PLC - REINSURANCE     AXA UK HOLDING PLC                         100.00
INSURANCE & REINSURANCE   GREAT BRITAIN   AXA INSURANCE UK                         GUARDIAN ROYAL EXCHANGE PLC                100.00
INSURANCE & REINSURANCE   HONG KONG       AXA GENERAL INSURANCE HK                 AXA                                        100.00
INSURANCE & REINSURANCE   HONG KONG       AXA INSURANCE HONG-KONG                  AXA INSURANCE INVESTMENT HOLDING            82.50
INSURANCE & REINSURANCE   HONG KONG       AXA INSURANCE HONG-KONG                  AXA                                         17.50
INSURANCE & REINSURANCE   HONG KONG       AXA CHINA REGION LIMITED                 NATIONAL MUTUAL INTERNATIONAL              100.00
INSURANCE & REINSURANCE   HUNGARY         AXA BIZTOSITO                            AXA KONZERN AG                             100.00
INSURANCE & REINSURANCE   IRELAND         GUARDIAN PMPA GROUP LIMITED              GUARDIAN ROYAL EXCHANGE PLC                100.00
INSURANCE & REINSURANCE   ITALY           AXA INTERLIFE                            AXA ITALIA S.P.A                           100.00
INSURANCE & REINSURANCE   ITALY           UAP VITA                                 AXA ITALIA S.P.A                           100.00
INSURANCE & REINSURANCE   ITALY           AXA ASSICURAZIONI                        AXA ITALIA S.P.A                            98.12
INSURANCE & REINSURANCE   ITALY           AXA ASSICURAZIONI                        AXA COLLECTIVES                              1.88
INSURANCE & REINSURANCE   JAPAN           AXA GROUP LIFE JAPAN                     AXA INSURANCE HOLDING JAPAN                100.00
INSURANCE & REINSURANCE   JAPAN           AXA LIFE JAPAN                           AXA INSURANCE HOLDING JAPAN                100.00
INSURANCE & REINSURANCE   JAPAN           AXA NON LIFE INSURANCE CO LIMITED        AXA                                        100.00
INSURANCE & REINSURANCE   LUXEMBOURG      AXA ASSURANCE VIE LUXEMBOURG             AXA LUXEMBOURG SA                          100.00
INSURANCE & REINSURANCE   LUXEMBOURG      AXA ASSURANCES LUXEMBOURG                AXA LUXEMBOURG SA                          100.00
INSURANCE & REINSURANCE   LUXEMBOURG      FUTUR RE                                 AXA CORPORATE SOLUTION ASSURANCE           100.00
INSURANCE & REINSURANCE   LUXEMBOURG      CREALUX                                  AXA HOLDINGS BELGIUM                       100.00
INSURANCE & REINSURANCE   MOROCCO         AXA ASSURANCE MAROC                      AXA ONA                                    100.00
INSURANCE & REINSURANCE   MOROCCO         EPARGNE CROISSANCE                       AXA ASSURANCE MAROC                         99.59
INSURANCE & REINSURANCE   PORTUGAL        AXA PORTUGAL COMPANHIA DE SEGUROS        AXA ASSURANCES VIE                          87.63
                                            VIDA SA
INSURANCE & REINSURANCE   PORTUGAL        AXA PORTUGAL COMPANHIA DE SEGUROS        AXA                                          7.46
                                            VIDA SA
INSURANCE & REINSURANCE   PORTUGAL        AXA PORTUGAL COMPANHIA DE SEGUROS        AXA ASSURANCES VIE                           5.37
INSURANCE & REINSURANCE   PORTUGAL        AXA PORTUGAL COMPANHIA DE SEGUROS        AXA                                         83.01
INSURANCE & REINSURANCE   PORTUGAL        AXA PORTUGAL COMPANHIA DE SEGUROS        AXA PORTUGAL SEGUROS VIDA                    2.15
INSURANCE & REINSURANCE   PORTUGAL        AXA PORTUGAL COMPANHIA DE SEGUROS        AXA CORPORATE SOLUTION ASSURANCE             9.07
INSURANCE & REINSURANCE   SINGAPORE       AXA LIFE SINGAPOUR                       NATIONAL MUTUAL INTERNATIONAL              100.00
INSURANCE & REINSURANCE   SINGAPORE       AXA INSURANCE SINGAPORE                  AXA INSURANCE INVESTMENT HOLDING            74.23
INSURANCE & REINSURANCE   SINGAPORE       AXA INSURANCE SINGAPORE                  AXA                                         25.77
INSURANCE & REINSURANCE   SINGAPORE       AXA CORPORATE SOLUTIONS ASIA PACIFIC     AXA RE                                     100.00
                                            PRIVATE LIMITED
INSURANCE & REINSURANCE   SPAIN           AXA AURORA VIDA DE SEGUROS Y             AXA AURORA                                  99.68
                                            REASEGUROS
INSURANCE & REINSURANCE   SPAIN           AXA AURORA VIDA SA                       AXA                                          1.45
INSURANCE & REINSURANCE   SPAIN           AXA AURORA VIDA SA                       AXA AURORA IBERICA                          98.51
INSURANCE & REINSURANCE   SPAIN           AYUDA LEGAL SA DE SEGUROS Y REASEGUROS   AXA AURORA IBERICA                          88.00
INSURANCE & REINSURANCE   SPAIN           AYUDA LEGAL SA DE SEGUROS Y REASEGUROS   AXA AURORA VIDA                             12.00
</TABLE>


                                  Page 2 de 3
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
ACTIVITY                  COUNTRY         CONSOLIDATED COMPANY                     SHAREHOLDERS                            OWNERSHIP
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>             <C>                                      <C>                                        <C>
INSURANCE & REINSURANCE   SPAIN           AXA AURORA IBERICA                       AXA AURORA                                  99.68
INSURANCE & REINSURANCE   SPAIN           HILO DIRECT SA DE SEGUROS Y REASEGUROS   AXA AURORA                                  50.00
INSURANCE & REINSURANCE   SWITZERLAND     AXA COMPAGNIE D'ASSURANCE SUR LA VIE     AXA COMPAGNIE D'ASSURANCES                   5.00
INSURANCE & REINSURANCE   SWITZERLAND     AXA COMPAGNIE D'ASSURANCE SUR LA VIE     AXA                                         95.00
INSURANCE & REINSURANCE   SWITZERLAND     AXA COMPAGNIE D'ASSURANCES               AXA                                        100.00
INSURANCE & REINSURANCE   THE NETHERLANDS AXA ZORG NV                              AXA VERZEKERINGEN BV                       100.00
INSURANCE & REINSURANCE   THE NETHERLANDS AXA SCHADE                               AXA VERZEKERINGEN BV                       100.00
INSURANCE & REINSURANCE   THE NETHERLANDS UNIROBE GROEP                            AXA NEDERLAND BV                           100.00
INSURANCE & REINSURANCE   THE NETHERLANDS AXA LEVEN NV                             AXA VERZEKERINGEN BV                       100.00
INSURANCE & REINSURANCE   TURKEY          AXA OYAK SIGORTA                         AXA OYAK HOLDING AS                         70.91
INSURANCE & REINSURANCE   TURKEY          AXA OYAK HAYAT SIGORTA                   AXA OYAK HOLDING AS                        100.00
INSURANCE & REINSURANCE   UNITED STATES   AXA AMERICA CORPORATE SOLUTIONS, INC     AXA RE                                     100.00
INSURANCE & REINSURANCE   UNITED STATES   AXA CORPORATE SOLUTION INSURANCE CO      AXA CORPORATE SOLUTIONS REINSURANCE CY     100.00
INSURANCE & REINSURANCE   UNITED STATES   AXA RE AMERICA INSURANCE COMPANY         AXA CORPORATE SOLUTIONS PROPERTY           100.00
                                                                                     & CASUALTY
INSURANCE & REINSURANCE   UNITED STATES   AXA CORPORATE SOLUTIONS PROPERTY         AXA CORPORATE SOLUTIONS REINSURANCE CY     100.00
                                            & CASUALTY
INSURANCE & REINSURANCE   UNITED STATES   THE EQUITABLE LIFE ASSURANCE SOCIETY     AXA FINANCIAL INC.                         100.00
INSURANCE & REINSURANCE   UNITED STATES   AXA CORPORATE SOLUTIONS LIFE             AXA CORPORATE SOLUTIONS REINSURANCE CY     100.00
                                            REINSURANCE COMPANY
INSURANCE & REINSURANCE   UNITED STATES   AXA CORPORATE SOLUTIONS REINSURANCE CY   AXA AMERICA CORPORATE SOLUTIONS, INC       100.00
</TABLE>


                                  Page 3 de 3
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
ACTIVITY                         COUNTRY            CONSOLIDATED COMPANY             SHAREHOLDERS                          OWNERSHIP
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                 <C>                              <C>                                   <C>
HOLDINGS & MISC. BUSINESSES     AUSTRALIA           AXA ASIA PACIFIC HOLDINGS        AXA                                      42.65
                                                      LIMITED
HOLDINGS & MISC. BUSINESSES     AUSTRALIA           AXA ASIA PACIFIC HOLDINGS        AXA EQUITY & LAW ASSURANCE                9.01
                                                      LIMITED                          SOCIETY
HOLDINGS & MISC. BUSINESSES     AUSTRIA             AXA NORDSTERN HOLDING            AXA LEBENSVERSICHERUBG AG                10.05
HOLDINGS & MISC. BUSINESSES     AUSTRIA             AXA NORDSTERN HOLDING            AXA VERSICHERUNG AG                      89.95
HOLDINGS & MISC. BUSINESSES     BELGIUM             AXA HOLDINGS BELGIUM             AXA                                      84.28
HOLDINGS & MISC. BUSINESSES     BELGIUM             AXA HOLDINGS BELGIUM             AXA ASSURANCES IARD                       5.41
HOLDINGS & MISC. BUSINESSES     BELGIUM             AXA HOLDINGS BELGIUM             VINCI BV                                  4.07
HOLDINGS & MISC. BUSINESSES     BELGIUM             AXA HOLDINGS BELGIUM             AXA CORPORATE SOLUTION                    6.21
                                                                                       ASSURANCE
HOLDINGS & MISC. BUSINESSES     FRANCE              JOUR FINANCE                     AXA ASSURANCES IARD                      39.53
HOLDINGS & MISC. BUSINESSES     FRANCE              JOUR FINANCE                     AXA ASSURANCES VIE                       60.47
HOLDINGS & MISC. BUSINESSES     FRANCE              SOCIETE BEAUJON                  AXA                                      99.77
HOLDINGS & MISC. BUSINESSES     FRANCE              MOFIPAR                          AXA                                      99.90
HOLDINGS & MISC. BUSINESSES     FRANCE              SOCIETE BEAUJON                  AXA ASSURANCES IARD                       0.22
HOLDINGS & MISC. BUSINESSES     FRANCE              COLISEE EXCELLENCE               AXA PARTICIPATION II                    100.00
HOLDINGS & MISC. BUSINESSES     FRANCE              AXA CHINA                        AXA                                      51.00
HOLDINGS & MISC. BUSINESSES     FRANCE              AXA CHINA                        AXA CHINA REGION LIMITED                 49.00
HOLDINGS & MISC. BUSINESSES     FRANCE              FDR PARTICIPATIONS               FINAXA                                  100.00
HOLDINGS & MISC. BUSINESSES     FRANCE              AXA TECHNOLOGY SERVICES          AXA                                      99.78
HOLDINGS & MISC. BUSINESSES     FRANCE              AXA TECHNOLOGY SERVICES          ALLIANCE CAPITAL MANAGEMENT               0.01
                                                                                       LLP
HOLDINGS & MISC. BUSINESSES     FRANCE              AXA TECHNOLOGY SERVICES          AXA KONZERN AG                            0.04
HOLDINGS & MISC. BUSINESSES     FRANCE              AXA TECHNOLOGY SERVICES          THE EQUITABLE LIFE ASSURANCE              0.02
                                                                                       SOCIETY
HOLDINGS & MISC. BUSINESSES     FRANCE              AXA TECHNOLOGY SERVICES          NATIONAL MUTUAL FINANCIAL                 0.01
                                                                                       SERVICES
HOLDINGS & MISC. BUSINESSES     FRANCE              AXA TECHNOLOGY SERVICES          AXA UK PLC                                0.04
HOLDINGS & MISC. BUSINESSES     FRANCE              AXA TECHNOLOGY SERVICES          AXA FRANCE ASSURANCE                      0.06
HOLDINGS & MISC. BUSINESSES     FRANCE              AXA TECHNOLOGY SERVICES          AXA ROYALE BELGE NON VIE                  0.01
HOLDINGS & MISC. BUSINESSES     FRANCE              AXA TECHNOLOGY SERVICES          AXA ROYALE BELGE                          0.01
HOLDINGS & MISC. BUSINESSES     FRANCE              AXA TECHNOLOGY SERVICES          AXA LIFE JAPAN                            0.01
HOLDINGS & MISC. BUSINESSES     FRANCE              AXA TECHNOLOGY SERVICES          AXA RE                                    0.01
HOLDINGS & MISC. BUSINESSES     FRANCE              AXA TECHNOLOGY SERVICES          AXA INVESTMENT MANAGERS SA                0.01
HOLDINGS & MISC. BUSINESSES     FRANCE              AXA PARTICIPATION II             AXA                                     100.00
HOLDINGS & MISC. BUSINESSES     FRANCE              AXA FRANCE ASSURANCE             AXA                                     100.00
HOLDINGS & MISC. BUSINESSES     GERMANY             AXA KONZERN AG                   VINCI BV                                 39.73
HOLDINGS & MISC. BUSINESSES     GERMANY             AXA KONZERN AG                   AXA                                      25.49
HOLDINGS & MISC. BUSINESSES     GERMANY             AXA KONZERN AG                   KOLNISCHE VERWALTUNGS                    25.63
HOLDINGS & MISC. BUSINESSES     GERMANY             GRE CONTINENTAL EUROPE           AXA KONZERN AG                          100.00
                                                      HOLDING GMBH
HOLDINGS & MISC. BUSINESSES     GERMANY             KOLNISCHE VERWALTUNGS            VINCI BV                                 67.72
HOLDINGS & MISC. BUSINESSES     GERMANY             KOLNISCHE VERWALTUNGS            AXA                                       8.83
HOLDINGS & MISC. BUSINESSES     GERMANY             KOLNISCHE VERWALTUNGS            AXA KONZERN AG                           23.02
HOLDINGS & MISC. BUSINESSES     GREAT BRITAIN       GUARDIAN ROYAL EXCHANGE PLC      AXA UK PLC                              100.00
HOLDINGS & MISC. BUSINESSES     GREAT BRITAIN       AXA UK PLC                       AXA EQUITY & LAW PLC                     21.69
HOLDINGS & MISC. BUSINESSES     GREAT BRITAIN       AXA UK PLC                       AXA                                      78.31
HOLDINGS & MISC. BUSINESSES     GREAT BRITAIN       AXA EQUITY & LAW PLC             AXA                                      99.95
HOLDINGS & MISC. BUSINESSES     ITALY               AXA ITALIA S.P.A                 AXA                                      98.24
HOLDINGS & MISC. BUSINESSES     ITALY               AXA ITALIA S.P.A                 AXA ASSURANCES VIE                        1.76
HOLDINGS & MISC. BUSINESSES     JAPAN               AXA INSURANCE HOLDING JAPAN      AXA                                      96.42
HOLDINGS & MISC. BUSINESSES     LUXEMBOURG          AXA LUXEMBOURG SA                AXA HOLDINGS BELGIUM                    100.00
HOLDINGS & MISC. BUSINESSES     MOROCCO             AXA ONA                          AXA                                      51.00
HOLDINGS & MISC. BUSINESSES     SINGAPORE           AXA HOLDINGS PTE LTD             AXA                                     100.00
HOLDINGS & MISC. BUSINESSES     SPAIN               AXA AURORA                       AXA                                     100.00
</TABLE>


                                  Page 1 de 2
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
ACTIVITY                         COUNTRY            CONSOLIDATED COMPANY             SHAREHOLDERS                          OWNERSHIP
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                 <C>                              <C>                                   <C>
HOLDINGS & MISC. BUSINESSES     THE NETHERLANDS     AXA NEDERLAND BV                 ROYALE BELGE INVESTISSEMENT              14.10
HOLDINGS & MISC. BUSINESSES     THE NETHERLANDS     AXA NEDERLAND BV                 AXA BELGIUM                              40.20
HOLDINGS & MISC. BUSINESSES     THE NETHERLANDS     AXA NEDERLAND BV                 AXA HOLDINGS BELGIUM                     45.70
HOLDINGS & MISC. BUSINESSES     THE NETHERLANDS     VINCI BV                         AXA                                     100.00
HOLDINGS & MISC. BUSINESSES     THE NETHERLANDS     AXA VERZEKERINGEN                GELDERLAND                              100.00
HOLDINGS & MISC. BUSINESSES     TURKEY              AXA OYAK HOLDING AS              AXA                                      50.00
HOLDINGS & MISC. BUSINESSES     UNITED STATES       AXA FINANCIAL INC.               SOCIETE BEAUJON                           0.44
HOLDINGS & MISC. BUSINESSES     UNITED STATES       AXA FINANCIAL INC.               AXA CORPORATE SOLUTIONS                   0.03
                                                                                       REINSURANCE CY
HOLDINGS & MISC. BUSINESSES     UNITED STATES       AXA FINANCIAL INC.               AXA BELGIUM                               0.47
HOLDINGS & MISC. BUSINESSES     UNITED STATES       AXA FINANCIAL INC.               AXA RE                                    2.95
HOLDINGS & MISC. BUSINESSES     UNITED STATES       AXA FINANCIAL INC.               AXA                                      96.10
</TABLE>


                                  Page 2 de 2


<PAGE>


AXA FINANCIAL, INC. - SUBSIDIARY ORGANIZATION CHART- 2003               03/29/04
        LAST UPDATED: 9/30/03
<TABLE>
<CAPTION>

                                                                                               State of       State of
                                                                                 Type of      Incorp. or     Principal     Federal
                                                                                Subsidiary     Domicile      Operation    Tax ID #
                                                                                ----------     --------      ---------    --------
<S>                                                                             <C>              <C>            <C>      <C>
AXA Financial, Inc.  (Notes 1 & 2)   **                                                           DE             NY      13-3623351
     Frontier Trust Company, FSB  (Note 7)                                                        ND             ND      45-0373941
     AXA Financial Services, LLC   (Note 2)                                                       DE             NY      52-2197822
        AXA Distribution Holding Corporation  (Note 2)                                            DE             NY      13-4078005
           AXA Advisors, LLC     (Note 5)                                                         DE             NY      13-4071393
           AXA Network, LLC     (Note 6)                                        Operating         DE             NY      06-1555494
              AXA Network of Alabama, LLC                                       Operating         AL             AL      06-1562392
              AXA Network of Connecticut, Maine and New York, LLC               Operating         DE             NY      13-4085852
              AXA Network Insurance Agency of Massachusetts, LLC                Operating         MA             MA      04-3491734
              AXA Network of Nevada, Inc.                                       Operating         NV             NV      13-3389068
              AXA Network of Puerto Rico, Inc.                                  Operating        P.R.           P.R.     66-0577477
              AXA Network Insurance Agency of of Texas, Inc.                    Operating         TX             TX      75-2529724
           Paramount Planners, LLC                                              Operating         DE             NY      06-1602479
        The Equitable Life Assurance Society of the United States  (Note 2)  *  Insurance         NY             NY      13-5570651
           The Equitable of Colorado, Inc. *                                    Insurance         CO             CO      13-3198083
           Equitable Deal Flow Fund, L.P.                                       Investment        DE             NY      13-3385076
              Equitable Managed Assets, L.P.                                    Investment        DE             NY      13-3385080
           Real Estate Partnership Equities (various)                           Investment        **                          -
           Equitable Holdings, LLC  (Notes 3 & 4)                                  HCO            NY             NY      22-2766036
              See Attached Listing A
           ACMC, Inc.     (Note 4)                                                 HCO            DE             NY      13-2677213
           Wil-Gro, Inc                                                         Investment        PA             PA      23-2702404
           STCS, Inc.                                                           Investment        DE             NY      13-3761592
           Fox Run, Inc.                                                        Investment        MA             NY      23-2762596
           FTM Corp.                                                            Investment        MD             MD      13-3778225
           EVSA, Inc.                                                           Investment        DE             PA      23-2671508
           Equitable Rowes Wharf, Inc.                                          Investment        MA             MA      04-3272826
           Prime Property Funding II, Inc.                                      Operating         DE             NY      13-3961599
           Sarasota Prime Hotels, LLC                                           Investment        FL             GA      58-2330533
           ECLL, Inc.                                                           Investment        MI             GA      58-2377569

<CAPTION>
                                                                                              Parent's
                                                                               Number of      Percent of
                                                                                Shares        Ownership      Comments
                                                                                Owned        or Control     (e.g., Basis of Control)
                                                                                -----        ----------     ------------------------
<S>                                                                             <C>             <C>           <C>
AXA Financial, Inc.  (Notes 1 & 2)   **
     Frontier Trust Company, FSB  (Note 7)                                          1,000       100.00%
     AXA Financial Services, LLC   (Note 2)                                             -       100.00%
        AXA Distribution Holding Corporation  (Note 2)                              1,000       100.00%
           AXA Advisors, LLC     (Note 5)                                               -       100.00%
           AXA Network, LLC     (Note 6)                                                -       100.00%
              AXA Network of Alabama, LLC                                               -       100.00%
              AXA Network of Connecticut, Maine and New York, LLC                       -       100.00%
              AXA Network Insurance Agency of Massachusetts, LLC                        -       100.00%
              AXA Network of Nevada, Inc.                                                       100.00%
              AXA Network of Puerto Rico, Inc.                                                  100.00%
              AXA Network Insurance Agency of of Texas, Inc.                        1,050       100.00%
           Paramount Planners, LLC                                                      -       100.00%
        The Equitable Life Assurance Society of the United States  (Note 2)  *  2,000,000       100.00%       NAIC # 62944
           The Equitable of Colorado, Inc. *                                    1,000,000       100.00%       NAIC # 62880
           Equitable Deal Flow Fund, L.P.                                               -             -       G.P & L.P.
              Equitable Managed Assets, L.P.                                            -             -       G.P.
           Real Estate Partnership Equities (various)                                   -             -       **
           Equitable Holdings, LLC  (Notes 3 & 4)                                       -       100.00%
              See Attached Listing A
           ACMC, Inc.     (Note 4)                                              5,000,000       100.00%
           Wil-Gro, Inc                                                             1,000       100.00%
           STCS, Inc.                                                               1,000       100.00%
           Fox Run, Inc.                                                            1,000       100.00%
           FTM Corp.                                                                1,000       100.00%
           EVSA, Inc.                                                                  50       100.00%
           Equitable Rowes Wharf, Inc.                                              1,000       100.00%
           Prime Property Funding II, Inc.                                                      100.00%
           Sarasota Prime Hotels, LLC                                                   -       100.00%
           ECLL, Inc.                                                                           100.00%
</TABLE>

                                  Page 1 of 6
<PAGE>
AXA FINANCIAL, INC. - SUBSIDIARY ORGANIZATION CHART- 2003               03/29/04

*    Affiliated Insurer

**   Information relating to Equitable's Real Estate Partnership Equities is
     disclosed in Schedule BA, Part 1 of Equitable Life's Annual Statement,
     which has been filed with the N.Y.S. Insurance Department.

***  All subsidiaries are corporations, except as otherwise noted.


1.   The Equitable Companies Incorporated changed its name to AXA Financial,
     Inc. on Sept. 3, 1999.

2.   Effective Sept. 20, 1999, AXA Financial, Inc. transferred ownership of
     Equitable Life to AXA Client Solutions, LLC, which was formed on July 19,
     1999.

     Effective January 1, 2002, AXA Client Solutions, LLC transferred ownership
     of Equitable Life and AXA Distribution Holding Corp. to AXA Financial, Inc.

     Effective May 1, 2002, AXA Client Solutions, LLC changed its name to AXA
     Financial Services, LLC.

     Effective June 1, 2002, AXA Financial, Inc. transferred ownership of
     Equitable Life and AXA Distribution Holding Corp. to AXA Financial
     Services, LLC.

3.   Equitable Holding Corp. was merged into Equitable Holdings, LLC on Dec. 19,
     1997.

4.   In October 1999, Alliance Capital Management Holding L.P. ("Alliance
     Holding") reorganized by transferring its business and assets to Alliance
     Capital Management L.P., a newly formed private partnership ("Alliance
     Capital").

     As of June 25, 2003, AXF and its subsidiaries owned 54.6% of the issued and
     outstanding units of limited partnership interest in Alliance Capital (the
     "Alliance Capital Units"), as follows:

          AXF held directly 32,699,154 Alliance Capital Units (13.05%),
          Equitable Life directly owned 5,219,396 Alliance Capital Units
          (2.08%),
          ACMC, Inc. owned 66,220,822 Alliance Capital Units (26.42%), and
          ECMC, LLC owned 32,720,227 Alliance Capital Units (13.05%).

     Alliance Capital Management Corporation also owns a 1% general partnership
     interest in Alliance Capital.

     In addition, ECMC, LLC and ACMC, Inc. each own 722,178 units (0.29% each),
     representing assignments of beneficial ownership of limited partnership
     interests in Alliance Holding (the "Alliance Holding Units"). Alliance
     Capital Management Corp. owns 100,000 units of general partnership interest
     (0.04%), in Alliance Holding. Alliance Holding Units are publicly traded on
     the New York Stock exchange.

5.   EQ Financial Consultants (formerly, Equico Securities, Inc.) was merged
     into AXA Advisors, LLC on Sept. 20, 1999. AXA Advisors, LLC was transferred
     from Equitable Holdings, LLC to AXA Distribution Holding Corporation on
     Sept. 21, 1999.

6.   Effective March 15, 2000, Equisource of New York, Inc. and 14 of its
     subsidiaries were merged into AXA Network, LLC, which was then sold to AXA
     Distribution Holding Corp. EquiSource of Alabama, Inc. became AXA Network
     of Alabama, LLC. EquiSource Insurance Agency of Massachusetts, Inc. became
     AXA Network Insurance Agency of Massachusetts, LLC. Equisource of Nevada,
     Inc., of Puerto Rico, Inc., and of Texas, Inc., changed their names from
     "EquiSource" to become "AXA Network", respectively. Effective February 1,
     2002, Equitable Distributors Insurance Agency of Texas, Inc. changed its
     name to AXA Distributors Insurance Agency of Texas, Inc. Effective February
     13, 2002 Equitable Distributors Insurance Agency of Massachusetts, LLC
     changed its name to AXA Distributors Insurance Agency of Massachusetts,
     LLC.

7.   Effective June 6, 2000, Frontier Trust Company was sold by ELAS to AXF and
     merged into Frontier Trust Company, FSB.

8.   Effective June 1, 2001, Equitable Structured Settlement Corp was
     transferred from ELAS to Equitable Holdings, LLC.



                                  Page 2 of 6


<PAGE>
AXA FINANCIAL, INC. - SUBSIDIARY ORGANIZATION CHART- 2003               03/29/04

Dissolved: -    On November 3, 2000, Donaldson, Lufkin & Jenrette, Inc. was sold
                to Credit Suisse Group.
           -    100 Federal Street Funding Corporation was dissolved August 31,
                1998.
           -    100 Federal Street Realty Corporation was dissolved December 20,
                2001.
           -    CCMI Corp. was dissolved on October 7, 1999.
           -    ELAS Realty, Inc. was dissolved January 29, 2002.
           -    EML Associates, L.P. was dissolved March 27, 2001.
           -    EQ Services, Inc. was dissolved May 11, 2001.
           -    Equitable BJVS, Inc. was dissolved October 3, 1999.
           -    Equitable Capital Management Corp. became ECMC, LLC on November
                30, 1999.
           -    Equitable JV Holding Corp. was dissolved on June 1, 2002.F142
           -    Equitable JVS II, Inc. was dissolved December 4, 1996
           -    Equitable Underwriting & Sales Agency (Bahamas) Ltd. was
                dissolved on December 31, 2000.
           -    EREIM LP Associates (L.P.) was dissolved March 27, 2001.
           -    EREIM Managers Corporation was dissolved March 27, 2001.
           -    EVLICO East Ridge, Inc. was dissolved Jan. 13, 2001
           -    EVLICO, Inc. was dissolved in 1999.
           -    Franconom, Inc. was dissolved on December 4, 2000.
           -    GP/EQ Southwest, Inc. was dissolved October 21, 1997
           -    HVM Corp. was dissolved on Feb. 16, 1999.
           -    ML/EQ Real Estate Portfolio, L.P. was dissolved March 27, 2001.
           -    Prime Property Funding, Inc. was dissolved in Feb. 1999.
           -    Sarasota Prime Hotels, Inc. became Sarasota Prime Hotels, LLC.
           -    Six-Pac G.P., Inc. was dissolved July 12,1999


                                  Page 3 of 6

<PAGE>
AXA FINANCIAL, INC. - SUBSIDIARY ORGANIZATION CHART- 2003               03/29/04
LISTING A - Equitable Holdings, LLC
<TABLE>
<CAPTION>

                                                                                               State of       State of
                                                                                 Type of      Incorp. or     Principal     Federal
                                                                                Subsidiary     Domicile      Operation    Tax ID #
                                                                                ----------     --------      ---------    --------
<S>                                                                             <C>               <C>            <C>      <C>
AXA Financial, Inc.
     AXA Financial Services, LLC   (Note 2)
        The Equitable Life Assurance Society of the United States  *
           Equitable Holdings, LLC
              ELAS Securities Acquisition Corporation                           Operating          DE             NY      13-3049038
              Equitable Casualty Insurance Company *                            Operating          VT             VT      06-1166226
              ECMC, LLC   (See Note 4 on Page 2)                                Operating          DE             NY      13-3266813
                 Equitable Capital Private Income & Equity
                 Partnership II, L.P.                                           Investment         DE             NY      13-3544879
              Alliance Capital Management Corporation (See Note 4 on Page 2)    Operating          DE             NY      13-3633538
                 See Attached Listing B
              Equitable JVS, Inc.                                               Investment         DE             GA      58-1812697
                 Astor Times Square Corp.                                       Investment         NY             NY      13-3593699
                 Astor/Broadway Acquisition Corp.                               Investment         NY             NY      13-3593692
                 PC Landmark, Inc.                                              Investment         TX             TX      75-2338215
                 EJSVS, Inc.                                                    Investment         DE             NJ      58-2169594
              AXA Distributors, LLC                                             Operating          DE             NY      52-2233674
                 AXA Distributors Insurance Agency of Alabama, LLC              Operating          DE             AL      52-2255113
                 AXA Distriburors Insurance Agency, LLC                         Operating          DE         CT, ME,NY   06-1579051
                 AXA Distributors Insurance Agency of Massachusetts, LLC        Operating          MA             MA      04-3567096
                 AXA Distributors Insurance Agency of Texas, Inc.               Operating          TX             TX      74-3006330
              J.M.R. Realty Services, Inc.                                      Operating          DE             NY      13-3813232
              Equitable Structured Settlement Corp.  (See Note 8 on Page 2)     Operating          DE             NJ      22-3492811


<CAPTION>
                                                                                         Parent's
                                                                             Number of   Percent of
                                                                              Shares     Ownership   Comments
                                                                              Owned     or Control  (e.g., Basis of Control)
                                                                              -----     ----------  ------------------------
<S>                                                                           <C>         <C>       <C>
AXA Financial, Inc.
     AXA Financial Services, LLC   (Note 2)
        The Equitable Life Assurance Society of the United States  *
           Equitable Holdings, LLC
              ELAS Securities Acquisition Corporation                           500       100.00%
              Equitable Casualty Insurance Company *                          1,000       100.00%
              ECMC, LLC   (See Note 4 on Page 2)                                  -       100.00%
                 Equitable Capital Private Income & Equity                                          ECMC is G.P.
                 Partnership II, L.P.                                             -             -   ("Deal Flow Fund II")
              Alliance Capital Management Corporation (See Note 4 on Page 2)    100       100.00%
                 See Attached Listing B
              Equitable JVS, Inc.                                             1,000       100.00%
                 Astor Times Square Corp.                                       100       100.00%
                 Astor/Broadway Acquisition Corp.                               100       100.00%    G.P. of Astor Acquisition. L.P.
                 PC Landmark, Inc.                                            1,000       100.00%
                 EJSVS, Inc.                                                  1,000       100.00%
              AXA Distributors, LLC                                               -       100.00%
                 AXA Distributors Insurance Agency of Alabama, LLC                -       100.00%
                 AXA Distriburors Insurance Agency, LLC                           -       100.00%
                 AXA Distributors Insurance Agency of Massachusetts, LLC          -       100.00%
                 AXA Distributors Insurance Agency of Texas, Inc.             1,000       100.00%
              J.M.R. Realty Services, Inc.                                    1,000       100.00%
              Equitable Structured Settlement Corp.  (See Note 8 on Page 2)     100       100.00%

</TABLE>



*    Affiliated Insurer

          Equitable Investment Corp merged into Equitable Holdings, LLC on
          November 30, 1999.

          Equitable Capital Management Corp. became ECMC, LLC on November 30,
          1999.

          Effective March 15, 2000, Equisource of New York, Inc. and its
          subsidiaries were merged into AXA Network, LLC, which was then sold to
          AXA Distribution Holding Holding Corp.

          Efective January 1, 2002, Equitable Distributors, Inc. merged into AXA
          Distributors, LLC.



                                  Page 4 of 6

<PAGE>
AXA FINANCIAL, INC. - SUBSIDIARY ORGANIZATION CHART- 2003               03/29/04
LISTING B - Alliance Capital Management Corp.
<TABLE>
<CAPTION>

                                                                                               State of      State of
                                                                                 Type of      Incorp. or     Principal     Federal
                                                                                Subsidiary     Domicile      Operation    Tax ID #
                                                                                ----------     --------      ---------    --------
<S>                                                                              <C>            <C>          <C>         <C>
AXA Financial, Inc.
     AXA Financial Services, LLC   (Note 2)
        The Equitable Life Assurance Society of the United States
           Equitable Holdings, LLC
              Alliance Capital Management Corporation
                 Alliance Capital Management Holding L.P. (See Note 4 on Page 2) Operating        DE           NY
                 Alliance Capital Management L.P.  (See Note 4 on Page 2)        Operating        DE           NY        13-3434400
                    Albion Alliance LLC                                          Operating        DE           NY        13-3903734
                    Cursitor Alliance LLC                                            HCO          DE           MA        22-3424339
                    Alliance Capital Management LLC                                  HCO          DE           NY
                       Sanford C. Bernstein & Co., LLC                           Operating        DE           NY
                    Alliance Capital Management Corp. of Delaware                    HCO          DE           NY        13-2778645
                       ACAM Trust Company Private Ltd.                           Operating      India        India            -
                       ACM Global Investor Services S.A.                         Operating       Lux.         Lux.            -
                          ACM New-Alliance (Luxembourg) S.A.                     Operating       Lux.         Lux.            -
                          ACM Fund Services (Espana) S.L.                        Operating      Spain        Spain            -
                       ACM International (France) SAS                            Operating      France       France           -
                       ACM Software Services Ltd.                                Operating        DE           NY        13-3910857
                       Alliance Barra Research Institute, Inc.                   Operating        DE           NY        13-3548918
                       Alliance Capital Asset Management (Japan) Ltd             Operating      Japan        Japan            -
                       Alliance Capital Australia Limited                        Operating      Aust.        Aust.            -
                          Far Eastern Alliance Asset Management                  Operating      Taiwan       Taiwan           -
                       Alliance Capital Global Derivatives Corp.                 Operating        DE           NY        13-3626546
                       Alliance Capital Latin America Ltd.                       Operating      Brazil       Brazil           -
                       Alliance Capital Limited                                  Operating       U.K.         U.K.            -
                          Alliance Capital Services Ltd.                         Operating       U.K.         U.K.            -
                             Dimensional Trust Management Ltd.                   Operating       U.K.         U.K.            -
                       Alliance Capital (Luxembourg) S.A.                        Operating       Lux.         Lux.            -
                       Alliance Capital Management (Asia) Ltd.                   Operating        DE       Singapore     13-3752293
                       Alliance Capital Management Australia Limited             Operating      Aust.        Aust.            -
                       Alliance Capital Management Canada, Inc.                  Operating        DE         Canada      13-3630460
                       Alliance Capital Management New Zealand Limited           Operating       N.Z.         N.Z.            -
<CAPTION>
                                                                                              Parent's
                                                                               Number of      Percent of
                                                                                Shares        Ownership    Comments
                                                                                Owned        or Control   (e.g., Basis of Control)
                                                                                -----        ----------   ------------------------
<S>                                                                             <C>            <C>        <C>
AXA Financial, Inc.
     AXA Financial Services, LLC   (Note 2)
        The Equitable Life Assurance Society of the United States
           Equitable Holdings, LLC
              Alliance Capital Management Corporation                                                     owns 1% GP interest in
                                                                                                          Alliance Capital
                                                                                                          Management L.P. and
                                                                                                          100,000 GP units in
                                                                                                          Alliance Capital
                                                                                                          Management Holding L.P.
                 Alliance Capital Management Holding L.P. (See Note 4 on Page 2)                     -
                 Alliance Capital Management L.P.  (See Note 4 on Page 2)
                    Albion Alliance LLC                                                         37.60%    Equitable Life = 4.7%;
                                                                                                          3rd parties = 57.7%
                    Cursitor Alliance LLC                                                      100.00%
                    Alliance Capital Management LLC                                            100.00%
                       Sanford C. Bernstein & Co., LLC                                         100.00%
                    Alliance Capital Management Corp. of Delaware                    10        100.00%
                       ACAM Trust Company Private Ltd.                                         100.00%
                       ACM Global Investor Services S.A.                                        99.00%    Alliance Capital
                                                                                                          Oceanic Corp. owns 1%

                          ACM New-Alliance (Luxembourg) S.A.                                     1.00%    New Alliance Asset
                                                                                                          Mngmnt (Asia) Ltd owns 99%
                          ACM Fund Services (Espana) S.L.                                      100.00%
                       ACM International (France) SAS                                          100.00%
                       ACM Software Services Ltd.                                              100.00%
                       Alliance Barra Research Institute, Inc.                    1,000        100.00%
                       Alliance Capital Asset Management (Japan) Ltd                           100.00%
                       Alliance Capital Australia Limited                                      100.00%
                          Far Eastern Alliance Asset Management                                 20.00%    3rd parties = 80%
                       Alliance Capital Global Derivatives Corp.                  1,000        100.00%
                       Alliance Capital Latin America Ltd.                                      99.00%    Alliance Capital Oceanic
                                                                                                          Corp. owns 1%
                       Alliance Capital Limited                                 250,000        100.00%
                          Alliance Capital Services Ltd.                          1,000        100.00%
                             Dimensional Trust Management Ltd.                   50,000        100.00%
                       Alliance Capital (Luxembourg) S.A.                         3,999         99.98%    Alliance Cap. Oceanic
                                                                                                          Corp. owns 0.025%
                       Alliance Capital Management (Asia) Ltd.                                 100.00%
                       Alliance Capital Management Australia Limited                            50.00%    3rd parties = 50%
                       Alliance Capital Management Canada, Inc.                  18,750        100.00%
                       Alliance Capital Management New Zealand Limited                          50.00%    3rd parties = 50%
</TABLE>



                                  Page 5 of 6


<PAGE>
AXA FINANCIAL, INC. - SUBSIDIARY ORGANIZATION CHART- 2003               03/29/04
LISTING B - Alliance Capital Management Corp.


<TABLE>
<CAPTION>

                                                                                                  State of      State of
                                                                                   Type of      Incorp. or     Principal     Federal
                                                                                  Subsidiary     Domicile      Operation    Tax ID #
                                                                                  ----------     --------      ---------    --------
<S>                                                                                  <C>          <C>         <C>         <C>
AXA Financial, Inc.
     AXA Financial Services, LLC   (Note 2)
        The Equitable Life Assurance Society of the United States
           Equitable Holdings, LLC
              Alliance Capital Management Corporation
                 Alliance Capital Management L.P.
                    Alliance Capital Management Corp. of Delaware (Cont'd)
                       Alliance Capital Management (Proprietary) Ltd.                Operating    So Africa   So Africa        -
                          Alliance-Odyssey Capital Mgmt. (Nambia)
                            (Proprietary) Ltd.                                       Operating      Nambia      Nambia         -
                       Alliance Capital Management (Singapore) Ltd.                  Operating    Singapore   Singapore        -
                       Alliance Capital (Mauritius) Private Ltd.                     Operating    Mauritius   Mauritius        -
                          Alliance Capital Asset Management (India) Private Ltd      Operating      India       India          -
                       Alliance Capital Oceanic Corp.                                Operating        DE          NY      13-3441277
                       Alliance Corporate Finance Group Inc.                         Operating        DE          NY      52-1671668
                       Alliance Eastern Europe, Inc.                                 Operating        DE          NY      13-3802178
                       AllianceBernstein Investment Research and Management, Inc.,
                          (Alliance Fund Distributors, Inc.)                         Operating        DE          NY      13-3191825
                       Alliance Global Investor Services, Inc.                       Operating        DE          NJ      13-3211780
                       Alliance SBS-AGRO Capital Management Co.                      Operating      Russia      Russia         -
                       Hanwha Investment Trust Mgmt. Co., Ltd                        Operating     So Korea    So Korea        -
                       New Alliance Asset Management (Asia) Ltd                      Operating       H.K.        H.K.          -
                          Alliance Capital Taiwan Limited                            Operating      Taiwan      Taiwan         -
                          ACM New-Alliance (Luxembourg) S.A.                         Operating       Lux.        Lux.          -
                       Meiji - Alliance Capital Corp.                                Operating        DE          NY      13-3613617
                       Sanford C. Bernstein Ltd.                                     Operating       U.K.        U.K.          -
                          Sanford C. Bernstein (CREST Nominees) Ltd.                 Operating       U.K.        U.K.          -
                       Sanford C. Bernstein Proprietary Ltd.                         Operating      Aust.       Aust.          -
                       Whittingdale Holdings Ltd.                                    Operating       U.K.        U.K.          -
                          ACM Investments Ltd.                                       Operating       U.K.        U.K.          -
                          Alliance Asset Allocation Ltd.                             Operating       U.K.        U.K.          -
                          Alliance Capital Whittingdale Ltd.                         Operating       U.K.        U.K.          -
                          Alliance Cecogest S.A.                                     Operating      France      France         -
                          Cursitor Alliance Services Ltd.                            Operating       U.K.        U.K.          -
                          Cursitor Holdings Ltd.                                     Operating       U.K.        U.K.          -
                          Whittingdale Nominees Ltd.                                 Operating       U.K.        U.K.          -

<CAPTION>
                                                                                                Parent's
                                                                                 Number of      Percent of
                                                                                  Shares        Ownership   Comments
                                                                                   Owned        or Control  (e.g., Basis of Control)
                                                                                   -----        ----------  ------------------------
<S>                                                                                <C>            <C>         <C>
AXA Financial, Inc.
     AXA Financial Services, LLC   (Note 2)
        The Equitable Life Assurance Society of the United States
           Equitable Holdings, LLC
              Alliance Capital Management Corporation
                 Alliance Capital Management L.P.
                    Alliance Capital Management Corp. of Delaware (Cont'd)
                       Alliance Capital Management (Proprietary) Ltd.                              80.00%     3rd parties = 20%
                          Alliance-Odyssey Capital Mgmt. (Nambia)
                            (Proprietary) Ltd.                                                    100.00%
                       Alliance Capital Management (Singapore) Ltd.                               100.00%
                       Alliance Capital (Mauritius) Private Ltd.                                  100.00%
                          Alliance Capital Asset Management (India) Private Ltd                    75.00%     3rd parties = 25%
                       Alliance Capital Oceanic Corp.                              1,000          100.00%     inactive
                       Alliance Corporate Finance Group Inc.                       1,000          100.00%
                       Alliance Eastern Europe, Inc.                                              100.00%
                       AllianceBernstein Investment Research and Management, Inc.,
                          (Alliance Fund Distributors, Inc.                          100                1
                       Alliance Global Investor Services, Inc.                       100          100.00%     formerly, Alliance
                                                                                                              Fund Services, Inc.
                       Alliance SBS-AGRO Capital Management Co.                                    49.00%     3rd parties = 51%
                       Hanwha Investment Trust Mgmt. Co., Ltd                                      20.00%     3rd parties = 80%
                       New Alliance Asset Management (Asia) Ltd                                    50.00%     3rd parties = 50%
                          Alliance Capital Taiwan Limited                                          99.00%     Others owns 1%
                          ACM New-Alliance (Luxembourg) S.A.                                       99.00%     ACM Global Investor
                                                                                                              Svcs owns 1%
                       Meiji - Alliance Capital Corp.                             50,000           50.00%     Meiji Mutual Life
                                                                                                              owns 50%
                       Sanford C. Bernstein Ltd.                                                  100.00%
                          Sanford C. Bernstein (CREST Nominees) Ltd.                              100.00%
                       Sanford C. Bernstein Proprietary Ltd.                                      100.00%
                       Whittingdale Holdings Ltd.                                                 100.00%
                          ACM Investments Ltd.                                                    100.00%
                          Alliance Asset Allocation Ltd.                                          100.00%
                          Alliance Capital Whittingdale Ltd.                                      100.00%
                          Alliance Cecogest S.A.                                                  100.00%
                          Cursitor Alliance Services Ltd.                                         100.00%
                          Cursitor Holdings Ltd.                                                  100.00%
                          Whittingdale Nominees Ltd.                                              100.00%

</TABLE>


                                  Page 6 of 6


<PAGE>

Item 31.        Number of Contractowners


                As of February 29, 2004, the number of participants in the
Members Retirement Program offered by the Registrant was 10,146.


Item 32. Indemnification

    (a)  Equitable Life:

     The by-laws of The Equitable Life Assurance Society of the United States
("Equitable Life") provide, in Article VII, as follows:

     7.4    Indemnification of Directors, Officers and Employees. (a) To the
            extent permitted by the law of the State of New York and subject to
            all applicable requirements thereof:

     (i)    Any person made or threatened to be made a party to any action or
            proceeding, whether civil or criminal, by reason of the fact that he
            or she, or his or her testator or intestate is or was a director,
            officer or employee of the Company shall be indemnified by the
            Company;

    (ii)    any person made or threatened to be made a party to any action or
            proceeding, whether civil or criminal, by reason of the fact that he
            or she, or his or her testator or intestate serves or served any
            other organization in any capacity at the request of the Company may
            be indemnified by the Company;-* and

   (iii)    the related expenses of any such person in any of said categories
            may be advanced by the Company.

            (b)    To the extent permitted by the law of the State of New York,
                   the Company may provide for further indemnification or
                   advancement of expenses by resolution of shareholders of the
                   Company or the Board of Directors, by amendment of these
                   By-Laws, or by agreement. (Business Corporation Law
                   ss.ss.721-726; Insurance Law ss.1216)

     The directors and officers of Equitable Life are insured under policies
issued by Lloyd's of London, X.L. Insurance Company and ACE Insurance Company.
The annual limit on such policies is $150 million, and the policies insure the
officers and directors against certain liabilities arising out of their conduct
in such capacities.

(b)  Principal Underwriter:

     Not applicable. Presently, there is no Principal Underwriter of the
contracts. Under Rule 3a4-1 of the Securities Exchange Act of 1934, Equitable
Life provides marketing and sales services for distribution of the contracts. No
commissions are paid.

(c)  Undertaking: Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors and officers pursuant to
the undertaking described above, or otherwise, Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in that Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by Registrant of expenses incurred or paid by a director or
officer in the successful defense of any action, suit or proceeding) is asserted
by such director or officer in connection with the interests, 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 that Act and
will be governed by the final adjudication of such issue.

Item 33.        Business and Other Connections of Investment Adviser

     The Equitable Life Assurance Society of the United States ("Equitable")
acts as the investment manager for Separate Account Nos. 3, 4, 190 and 191.
With respect to Separate Account No. 191, Equitable acts as investment manager
within guidelines established by the Trustees of the American Dental
Association Members Retirement Trusts. Alliance Capital Management L.P.
("Alliance"), a publicly-traded limited partnership, is indirectly
majority-owned by Equitable, provides personnel and facilities for portfolio
selection and transaction services. Alliance recommends the securities
investments to be purchased and sold for Separate Account Nos. 3, 4 and 190
and the portion of Separate Account No. 191 which is invested in its Separate
Account No. 2A, and arranges for the execution of portfolio transactions.
Alliance coordinates related accounting and bookkeeping functions with
Equitable. Both Equitable and Alliance are registered investment advisers
under the Investment Advisers Act of 1940.

     Information regarding the directors and principal officers of Equitable
is provided in Item 29 of this Part C and is incorporated herein by reference.


                                      C-19

<PAGE>


           Set forth below is certain information regarding the directors and
principal officers of Alliance Capital Management Corporation. The business
address of the Alliance persons whose names are preceded by an asterisk is 1345
Avenue of the Americas, New York, New York 10105.

<TABLE>
<CAPTION>
      (1)                             (2)                               (3)
                                  POSITIONS AND                PRINCIPAL OCCUPATION
NAME AND PRINCIPAL                OFFICES WITH                 (AND OTHER POSITIONS)
BUSINESS ADDRESS                  ALLIANCE                     WITHIN PAST 2 YEARS
- ----------------                  --------                     ------------------
<S>                               <C>                            <C>
Directors
* Bruce W. Calvert                Director and Chairman           Chairman (May 2001
                                                                  to present)
                                                                  Alliance Capital
                                                                  Management
                                                                  Corporation;
                                                                  Director (May 2001
                                                                  to present) - AXA
                                                                  Financial, Inc.;
                                                                  Director (May 2001
                                                                  to present) -
                                                                  Equitable Life; Chief
                                                                  Executive Officer
                                                                  (January 1999 to
                                                                  June 2003) - Alliance
                                                                  Capital Management
                                                                  Corporation

   Henri de Castries                Director                      Chairman of
   AXA                                                            Management Board
   25, Avenue Matignon                                            (2001 to present)
   75008, Paris, France                                           and Chief Executive
                                                                  Officer (January
                                                                  2000 to May 2000)
                                                                  - AXA; Director
                                                                  (May 1994 to
                                                                  present) and
                                                                  Chairman of the
                                                                  Board (April 1998
                                                                  to present) - AXA
                                                                  Financial, Inc.;
                                                                  Director
                                                                  (September 1993
                                                                  to present) -
                                                                  Equitable Life

   Christopher M. Condron           Director                      Director, President
   AXA Financial, Inc.                                            and Chief Executive
   1290 Avenue of the Americas                                    Officer (May 2001 to
   New York, NY 10104                                             present) - AXA
                                                                  Fiancial, Inc.;
                                                                  Director, Chairman
                                                                  of the Board,
                                                                  President (since May
                                                                  2002), and Chief
                                                                  Executive Officer
                                                                  (May 2001 to
                                                                  present) - Equitable
                                                                  Life; Member of the
                                                                  Management Board of
                                                                  AXA; Member of the
                                                                  Executive Committee,
                                                                  AXA;

   Denis Duverne                     Director                     Member of the AXA
   AXA                                                            Management Board
   25, Avenue Matignon                                            (since February
   75008, Paris, France                                           2003) and Chief
                                                                  Financial Officer
                                                                  (2003-present)
                                                                  AXA; Director
                                                                  (February 1998 to
                                                                  present) - Equitable
                                                                  Life; Member of the
                                                                  Executive Committee
                                                                  of AXA (January 2000
                                                                  to present): Executive
                                                                  Vice President, Finance,
                                                                  Control and Strategy
                                                                  (January 2000 - 2003)

                                      C-20


<PAGE>


  Richard S. Dziadzio               Director                  Senior Vice President -
  AXA                                                         Asset Management
  25, Avenue Matignon                                         Activities, AXA
  75008 Paris, France

  Alfred Harrison                   Director and Vice         See Column 2.
  Alliance Capital                  Chairman
  Management L. P.
  601 Second Avenue South
  Suite 5000
  Minneapolis, MN 55402
</TABLE>



                                      C-21


<PAGE>

<TABLE>
<CAPTION>
      (1)                               (2)                           (3)
                                    POSITIONS AND             PRINCIPAL OCCUPATION
NAME AND PRINCIPAL                  OFFICES WITH              (AND OTHER POSITIONS)
BUSINESS ADDRESS                    ALLIANCE                  WITHIN PAST 2 YEARS
- ----------------                    --------                  ------------------
<S>                                <C>                        <C>
* Roger Hertog                      Director and                See Column 2.
                                    Vice Chairman

   Benjamin D. Holloway             Director                     Financial Consultant
   The Continental Companies                                     Director, the Museum of
   3250 Mary Street, Suite 501                                   Contemporary Art in Miami
   Miami, Florida 33133

   W. Edwin Jarmain                 Director                     President (1979 to present) -
   Jarmain Group Inc.                                          Jarmain Group, Inc.; Director
   Suite 4545,                                                   (July 1992 to present) - AXA
   Royal Trust Tower,                                            Financial, Inc.; Director
   77 King Street West                                           (July 1992 to present) -
   Toronto, Ontario                                              Equitable Life
   M5k 1K2 Canada

* Gerald M. Lieberman               Director, EVP                Director and Chief Operating
                                    and Chief                    Officer (November 2003 -
                                    Operating                    present): Executive Vice
                                    Officer                      President Finance and
                                                                 Operations (November 2000 -
                                                                 November 2003) - Alliance
                                                                 Capital Management Corporation
</TABLE>



                                      C-22


<PAGE>


<TABLE>
<CAPTION>

      (1)                             (2)                           (3)
                                 POSITIONS AND              PRINCIPAL OCCUPATION
NAME AND PRINCIPAL               OFFICES WITH               (AND OTHER POSITIONS)
BUSINESS ADDRESS                 ALLIANCE                   WITHIN PAST 2 YEARS
- ----------------                 --------                   -------------------
<S>                               <C>                       <C>

Peter D. Noris                    Director                  Executive Vice President
AXA Financial, Inc.                                         and Chief Investment
1290 Avenue of the Americas                                 Officer - Equitable
16th Floor                                                  Life and AXA Financial,
New York, NY 10104                                          Inc. (Since May 1995)

</TABLE>

                                      C-23


<PAGE>

<TABLE>
<CAPTION>
      (1)                             (2)                           (3)
                                 POSITIONS AND              PRINCIPAL OCCUPATION
NAME AND PRINCIPAL               OFFICES WITH               (AND OTHER POSITIONS)
BUSINESS ADDRESS                 ALLIANCE                   WITHIN PAST 2 YEARS
- ----------------                 --------                   ------------------
<S>                              <C>                        <C>
* Lewis A. Sanders                 Director,                  Chief Executive Officer
                                   Vice Chairman and          (July 2003 - present);
                                   Chief Executive            Chief Investment Officer
                                   Officer                    (November 2000 - July
                                                              2003) - Alliance Capital
                                                              Management Corporation

  Frank Savage                      Director                  Chief Executive Officer
  Savage Holdings LLC.                                        Savage Holdings LLC
  1414 Ave. of the Americas                                   (July 2001 to present)
  New York, NY 10019                                          Director - Lockheed Martin
                                                              Corporation, and Qualcomm Inc.

  Lorie A. Slutsky                  Director                  President, The New York
  The New York                                                Community Trust (since
  Community Trust                                             January 1990)
  2 Park Avenue
  24th Floor
  New York, NY 10016

  Peter J. Tobin                    Director                  Dean - Peter J. Tobin College
  St. John's University                                       of Business (August 1998 to present);
  Peter J. Tobin College of                                   Director, AXA Financial, Inc.
  Business Administration                                     and Equitable, Life
  8000 Utopia Parkway                                         (since March 1999).
  Bent Hall
  Jamaica, NY 11439
</TABLE>



                                      C-24


<PAGE>


<TABLE>
<CAPTION>
      (1)                           (2)                              (3)
                             POSITIONS AND                   PRINCIPAL OCCUPATION
NAME AND PRINCIPAL           OFFICES WITH                    (AND OTHER POSITIONS)
BUSINESS ADDRESS             ALLIANCE                        WITHIN PAST 2 YEARS
- ----------------             --------                        -------------------
<S>                          <C>                             <C>

  Stanley B. Tulin              Director                      Director and Vice
  AXA Financial, Inc.                                         Chairman of the
  1290 Avenue of the Americas                                 Board (both February
  16th Floor                                                  1998 to present) and
  New York, NY 10104                                          Chief Financial
                                                              Officer (May 1996 to
                                                              present) - Equitable
                                                              Life; Vice Chairman
                                                              of the Board
                                                              (February, 1998 to
                                                              present) and Chief
                                                              Financial Officer
                                                              (May 1997 to
                                                              present) - AXA
                                                              Financial, Inc.;
                                                              Executive Vice
                                                              President and Member
                                                              of Executive
                                                              Committee - AXA
                                                              (since December
                                                              2000)

* Dave H. Williams              Director and                  See Column 2.
                                Chairman Emeritus

* John L. Blundin               Executive Vice President      See Column 2.
                                and Co-Head, Disciplined
                                Growth Portfolio Management
                                Team

* Bruce W. Calvert              Chairman of the Board         See Column 2 (Bruce
                                                              resigned as CEO on June 30,
                                                              2003)

* Kathleen A. Corbet            Executive Vice President      See Column 2.
                                and Chief Executive
                                Officer, Alliance Bernstein
                                Fixed Income

  Sharon E. Fay                 Executive Vice President      See Column 2
  Alliance Capital Limited      and Chief Investment          (Sharaon became an
  Devonshire House              Officer, Global Value         EVP on November 13, 2003).
  1 Mayfair Place               Equities
  London W1J8AJ

* Marilyn G. Fedak              Executive Vice President       See Column 2.
                                and Chief Investment
                                Officer, U.S. Value
                                Equities

* Mark R. Gordon                Executive Vice President      See Column 2 (Mark
                                Director of Global            became an EVP on February
                                Quantitave Research and       18, 2004).
                                Chief Investment Officer,
                                Absolute Return Strategy

  Alfred Harrison               Vice Chairman of the Board    See Column 2.
  Alliance Capital
  601 Second Avenue South
  Suite 5000
  Minneapolis, MN 55402

* Roger Hertog                  Vice Chairman of the Board    See Column 2.

* Thomas S. Hexner              Executive Vice President      See Column 2.
                                and President, Bernstein
                                Investment Research
                                and Management



                                      C-25
<PAGE>


* Robert H. Joseph, Jr.        Senior Vice President and         See Column 2.
                               Chief Financial Officer

* Gerald M. Lieberman          Executive Vice President,         See Column 2.
                               and Chief Operating Officer       (Jerry became C00
                                                                 on November 13, 2003)

* Mark R. Manley               Senior Vice President and         See Column 2. (Mark
                               Acting General Counsel            became Acting GC in
                                                                 August 2003).

* Seth J. Masters              Senior Vice President and         See Column 2.
                               Chief Investment Officer,
                               Style Blend and Care Equity

* Marc 0. Mayer                Executive Vice President          See Column 2. (Marc
                               and Chairman of the Board         became chairman of
                               Alliance Bernstein Investment     ABIRM on November
                               Research and Management,          13, 2003)
                               Inc. ("ABIRM")

  James G. Reilly              Executive Vice President          See Column 2.
  Alliance Capital             and Large Cap Growth Equities
  227 West Monroe              Portfolio Manager
  Suite 5000
  Chicago, IL 60606

* Paul C. Rissman              Executive Vice President          See Column 2.
                               and Director, Global Growth
                               Equity Research

* Lewis A. Sanders             Vice Chairman of the Board        See Column 2 (Lewis
                               and Chief Executive Officer       became CEO on July 1, 2003).

* Lisa A. Shalett              Executive Vice President,         See Column 2. (Lisa
                               and Chairman of the Board         became EVF on November
                               and Chief Executive Officer,      21, 2002 and Chairman
                               Sanford C. Bernstein &            and CEO of SCB LLC on
                               Co., LLC ("SCB LLC")              October 30, 2002).

* David A. Steyn               Executive Vice President          See Column 2. (David
                               and Head, Alliance                became EVP, and Head of
                               Bernstein Institutional           ABIIM, on November
                               Investment Management             13, 2003).
                               ("ABIIM")

* Christopher M. Toub          Executive Vice President          See Column 2.
                               and Head, Global Growth
                               Equities
 </TABLE>


                                      C-26



<PAGE>

Item 34. Principal Underwriters

     (a)  Not applicable. Presently, there is no Principal Underwriter of the
          contracts. See Item 32(b) of this Part C which is incorporated by
          reference.

     (b)  See Item 29 of this Part C, which is incorporated herein by
          reference.

     (c)  Not applicable.

Item 35. Location of Accounts and Records

         The Equitable Life Assurance Society of the United States

         135 West 50th Street
         New York, New York 10020

         1290 Avenue of the Americas
         New York, New York 10104

         200 Plaza Drive
         Secaucus, New Jersey 07094

Item 36. Management Services

         Not applicable.



                                     C-27
<PAGE>


Item 37. Undertakings

              The Registrant hereby undertakes the following:

              (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 sixteen months old for so
                     long as payments under the variable annuity contracts may
                     be accepted;

              (b)    to include (1) as part of its applications to purchase
                     any 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.




                                     C-28
<PAGE>

                                   SIGNATURES


         As required by the Securities Act of 1933, the Registrant has caused
this Registration Statement to be signed on its behalf in the City and State of
New York, on this 26th day of April, 2004.



                                            THE EQUITABLE LIFE ASSURANCE
                                            SOCIETY OF THE UNITED STATES
                                                    (Registrant)


                                            By: The Equitable Life Assurance
                                                Society of the United States


                                            By: /s/ Dodie Kent
                                                ----------------------
                                                    Dodie Kent
                                                    Vice President and Counsel




                                     C-29
<PAGE>


                                  SIGNATURES


         As required by the Securities Act of 1933, the Registrant has caused
this Registration Statement to be signed on its behalf, in the City and State
of New York, on this 26th day of April, 2004.




                                        THE EQUITABLE LIFE ASSURANCE
                                        SOCIETY OF THE UNITED STATES
                                                      (Registrant)



                                        By: /s/ Dodie Kent
                                           ------------------------------------
                                                Dodie Kent
                                                Vice President and Counsel



         As required by the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the date indicated:


PRINCIPAL EXECUTIVE OFFICERS:

*Christopher M. Condron        Chairman of the Board, Chief Executive Officer
                               and Director


PRINCIPAL FINANCIAL OFFICER

*Stanley B. Tulin              Vice Chairman of the Board, Chief Financial
                               Officer and Director


PRINCIPAL ACCOUNTING OFFICER:

* Alvin H. Fenichel        Senior Vice President and
                           Controller


*DIRECTORS:


Bruce W. Calvert           Norman C. Francis           Edward D. Miller
Christopher M. Condron     Donald J. Greene            Didier Pineau-Valencienne
Henri de Castries          John T. Hartley             George J. Sella, Jr.
Joseph L. Dionne           John H.F. Haskell, Jr.      Peter J. Tobin
Claus-Michael Dill         Mary R. (Nina) Henderson    Stanley B. Tulin
Denis Duverne              W. Edwin Jarmain
Jean-Rene Fourtou          George T. Lowy



*By: /s/ Dodie Kent
    ---------------------------
         Dodie Kent
         Attorney-in-Fact
         April 26, 2004






                                     C-30
<PAGE>

                                 EXHIBIT INDEX


Exhibit No.

12(j)      Legal Opinion and Consent of Counsel

13(k)      Consent of PricewaterhouseCoopers LLP.





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.(J)
<SEQUENCE>2
<FILENAME>file002.txt
<DESCRIPTION>LEGAL OPINION AND CONSENT OF COUNSEL
<TEXT>

<PAGE>

                                                                      DODIE KENT
                                                      Vice President and Counsel
                                                                  (212) 314-3970
                                                             Fax: (212) 314-3964
                                              E-Mail: robin.wagner@Equitable.com
                                                                  LAW DEPARTMENT

[EQUITABLE LOGO]

April 23, 2003

The Equitable Life Assurance
  Society of the United States
1290 Avenue of the Americas
New York, NY 10104

Dear Sirs:


    This opinion is furnished in connection with the Form N-3 Registration
Statement of The Equitable Life Assurance Society of the United States
("Equitable") under the Securities Act of 1933, as amended (the "Act"), relating
to separate account units of interest ("Units") under a group annuity contract,
as amended, issued by Equitable to JP Morgan Chase Bank, as Trustee of the
Members Retirement Trust and of the Members Pooled Trust for Retirement Plans
(the "Members Contract") (the separate accounts included in the Members Contract
being referred to herein collectively as the "Separate Accounts"). The Members
Contract is designed to provide benefits under retirement plans and trusts
adopted by members of certain groups and other eligible persons for themselves
and their employees. Such plans and trusts will be qualified under Section 401
of the Internal Revenue Code of 1986, as amended. The securities being
registered are to be offered in the manner described in the Registration
Statement covering up to $20 million of the plan contributions to be received
under the Contracts.


    I have examined all such corporate records of Equitable and such other
documents and such Laws as I consider appropriate as a basis for the opinion
hereinafter expressed. On the basis of such examination, it is my opinion that

1.  Equitable is a corporation duly organized and validly existing under the
    laws of the State of New York.

2.  The Separate Accounts were duly created pursuant to the provisions of the
    New York Insurance Law.

<PAGE>

The Equitable Life Assurance
  Society of the United States
April 23, 2004
Page 2


3.  Assets allocated to the Separate Accounts are owned by Equitable; Equitable
    is not a trustee with respect thereto. Under New York State law, the income,
    gains and losses, whether or not realized, from assets allocated to a
    Separate Account must be credited to or charged against such Account,
    without regard to the other income, gains or losses of Equitable.

4.  The Members Contract provides that the portion of the assets of the
    Separate Accounts equal to the reserves and other contract liabilities with
    respect to the Separate Accounts shall not be chargeable with liabilities
    arising out of any other business Equitable may conduct.

5.  The Members Contract and the Units issued thereunder have been duly
    authorized; and the Members Contract constitutes, and the Units when issued
    thereunder will constitute, validly issued and binding obligations of
    Equitable in accordance with their terms.

    I hereby consent to the use of this opinion as an exhibit to the
Registration Statement.

                                            Very truly yours,


                                         /s/ Dodie Kent
                                         ----------------------------------
                                             Dodie Kent
                                             Vice President and Counsel




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(K)
<SEQUENCE>3
<FILENAME>file003.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP
<TEXT>
<PAGE>


                         CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the use in the Statement of Additional Information
constituting part of this Registration Statement on Form N-3 of (1) our report
dated March 9, 2004 relating to the financial statements of Separate Account
Nos. 3, 4, 10 and 66 of The Equitable Life Assurance Society of the United
States for the year ended December 31, 2003, and (2) our report dated March 9,
2004 relating to the consolidated financial statements of The Equitable Life
Assurance Society of the United States for the years ended December 31, 2003 and
2002. We also consent to the use in the Prospectus Supplement constituting part
of this Registration Statement of our report dated March 9, 2004 relating to the
financial statements of Separate Account No. 4 of The Equitable Life Assurance
Society of the United States. We also consent to the references to us under the
headings "Condensed Financial Information" and "About our independent auditors"
in such Registration Statement.


/s/ PricewaterhouseCoopers LLP
New York, New York
April 23, 2004




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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