FILED PURSUANT TO RULE 424(B)(3)
                                                    REGISTRATION NO. 333-203542
Market Stabilizer Option(R) Available Under
Certain Variable Life Insurance Policies Issued by
AXA Equitable Life Insurance Company


PROSPECTUS DATED MAY 1, 2016


PLEASE READ AND KEEP THIS PROSPECTUS FOR FUTURE REFERENCE. IT CONTAINS
IMPORTANT INFORMATION THAT YOU SHOULD KNOW BEFORE PURCHASING OR TAKING ANY
OTHER ACTION UNDER YOUR POLICY. THIS PROSPECTUS SUPERSEDES ALL PRIOR
PROSPECTUSES. ALSO, THIS PROSPECTUS MUST BE READ ALONG WITH THE APPROPRIATE
VARIABLE LIFE INSURANCE POLICY PROSPECTUS. THIS PROSPECTUS IS IN ADDITION TO
THE APPROPRIATE VARIABLE LIFE INSURANCE POLICY PROSPECTUS AND ALL INFORMATION
IN THE APPROPRIATE VARIABLE LIFE INSURANCE POLICY PROSPECTUS CONTINUES TO APPLY
UNLESS ADDRESSED BY THIS PROSPECTUS.

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

AXA Equitable Life Insurance Company (the "Company") issues the Market
Stabilizer Option(R) described in this Prospectus. The Market Stabilizer
Option(R) is available only under certain variable life insurance policies that
we offer and may not be available through your financial professional.

Among the many terms associated with the Market Stabilizer Option(R) are:

..   Index-Linked Return for approximately a one year period tied to the
    performance of the S&P 500 Price Return index, which excludes dividends as
    described below.

..   Index-Linked Return will be applied at the end of the period (your Segment
    Term) on the Segment Maturity Date and only to amounts remaining within the
    segment until the Segment Maturity Date. The Index-Linked Return will not
    be applied before the Segment Maturity Date.

..   The Index-Linked Return could be positive, zero or in certain circumstances
    negative as described below. In the event that the S&P 500 Price Return
    index sustains a 100% loss, the maximum loss of principal would be 75%.
    THEREFORE, THERE IS THE POSSIBILITY OF A NEGATIVE RETURN ON THIS INVESTMENT
    AT THE END OF YOUR SEGMENT TERM, WHICH COULD RESULT IN A SIGNIFICANT LOSS
    OF PRINCIPAL.

..   An Early Distribution Adjustment will be made for distributions (including
    deductions) from the Segment Account Value before the Segment Maturity
    Date. ANY EARLY DISTRIBUTION ADJUSTMENT THAT IS MADE WILL CAUSE YOU TO LOSE
    PRINCIPAL THROUGH THE APPLICATION OF A PUT OPTION FACTOR, AS EXPLAINED
    LATER IN THIS PROSPECTUS, AND THAT LOSS COULD POTENTIALLY BE SUBSTANTIAL.
    Therefore you should carefully consider whether to make such distributions
    and/or maintain enough value in your Unloaned Guaranteed Interest Option
    ("Unloaned GIO") and/or variable investment options to cover your monthly
    deductions. The Unloaned GIO is the portion of the Guaranteed Interest
    Option ("GIO") that is not being held to secure policy loans you have
    taken. As described later in this Prospectus, we will attempt to maintain a
    reserve (Charge Reserve Amount) to cover your monthly deductions, but it is
    possible that the Charge Reserve Amount will be insufficient to cover your
    monthly deductions.

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THESE ARE ONLY SOME OF THE TERMS ASSOCIATED WITH THE MARKET STABILIZER
OPTION(R). PLEASE READ THIS PROSPECTUS FOR MORE DETAILS ABOUT THE MARKET
STABILIZER OPTION(R). ALSO, THIS PROSPECTUS MUST BE READ ALONG WITH THE
APPROPRIATE VARIABLE LIFE INSURANCE POLICY PROSPECTUS AS WELL AS THE
APPROPRIATE VARIABLE LIFE INSURANCE POLICY AND POLICY RIDER FOR THIS OPTION.
PLEASE REFER TO PAGE 4 OF THIS PROSPECTUS FOR A DEFINITIONS SECTION THAT
DISCUSSES THESE AND OTHER TERMS ASSOCIATED WITH THE MARKET STABILIZER
OPTION(R). PLEASE REFER TO PAGE 7 OF THIS PROSPECTUS FOR A DISCUSSION OF RISK
FACTORS.
--------------------------------------------------------------------------------

OTHER AXA EQUITABLE POLICIES. We offer a variety of fixed and variable life
insurance policies which offer policy features, including investment options,
that are different from those offered by this Prospectus. Not every policy or
feature is offered through your financial professional. You can contact us to
find out more about any other AXA Equitable insurance policy.

WHAT IS THE MARKET STABILIZER OPTION(R)?


The Market Stabilizer Option(R) ("MSO") is an investment option available under
certain AXA Equitable variable life insurance policies. The option provides for
participation in the performance of the S&P 500 Price Return index, which
excludes dividends (the "Index") up to the Growth Cap Rate that we set on the
Segment Start Date. While the Growth Cap Rate is set at the Company's sole
discretion, the Growth Cap Rate will not change during a Segment Term and the
Growth Cap Rate will always be at least 6%. On the Segment Maturity Date, we
will apply the Index-Linked Rate of Return to the Segment Account Value based
on the performance of the Index. If the performance of the Index has been
positive for the Segment Term and equal to or below the Growth Cap Rate, we
will apply to the Segment Account Value an Index-Linked Rate of Return equal to
the full Index performance. If the performance of the Index has been positive
for the Segment Term and above the Growth Cap Rate, we will apply an
Index-Linked Rate of Return equal to the Growth Cap Rate. If the Index has
negative performance, the Index-Linked Rate of Return will be 0% unless the
Index performance goes below -25% for the Segment Term. In that case only the
negative performance in excess of -25% will be applied to the Segment Account
Value and you bear the entire risk of loss of principal for the portion of
negative performance that exceeds -25%. Please see "Index-Linked Return" in
"Description of the Market Stabilizer Option(R)" later in this Prospectus.


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PLEASE NOTE THAT YOU WILL NOT BE CREDITED WITH ANY POSITIVE INDEX PERFORMANCE
WITH RESPECT TO AMOUNTS THAT ARE REMOVED FROM A SEGMENT PRIOR TO THE SEGMENT
MATURITY DATE. EVEN WHEN THE INDEX PERFORMANCE HAS BEEN POSITIVE, SUCH EARLY
REMOVALS WILL CAUSE YOU TO LOSE SOME PRINCIPAL. PLEASE SEE "EARLY DISTRIBUTION
ADJUSTMENT" LATER IN THIS PROSPECTUS.
--------------------------------------------------------------------------------

Although under the appropriate variable life insurance policy, we reserve the
right to apply a transfer charge up to $25 for each transfer among your
investment options, there are no transfer charges for transfers into or out of
the MSO Holding Account. Please note that once policy account value has been
swept from the MSO Holding Account into a Segment, transfers into or out of
that Segment before its Segment Maturity Date will not be permitted.

--------------------------------------------------------------------------------
The Market Stabilizer Option(R) is not sponsored, endorsed, sold or promoted by
Standard & Poor's ("S&P") or its third party licensors. Neither S&P nor its
third party licensors makes any representation or warranty, express or implied,
to the owners of the Market Stabilizer Option(R) or any member of the public
regarding the advisability of investing in securities generally or in the
Market Stabilizer Option(R) particularly or the ability of the S&P 500 Price
Return index (the "Index") to track general stock market performance. S&P's and
its third party licensor's only relationship to AXA Equitable is the licensing
of certain trademarks and trade names of S&P and the third party licensors and
of the Index which is determined, composed and calculated by S&P or its third
party licensors without regard to AXA Equitable or the Market Stabilizer
Option(R). S&P and its third party licensors have no obligation to take the
needs of AXA Equitable or the owners of the Market Stabilizer Option(R) into
consideration in determining, composing or calculating the Index. Neither S&P
nor its third party licensors is responsible for and has not participated in
the determination of the prices and amount of the Market Stabilizer Option(R)
or the timing of the issuance or sale of the Market Stabilizer Option(R) or in
the determination or calculation of the equation by which the Market Stabilizer
Option(R) is to be converted into cash. S&P has no obligation or liability in
connection with the administration, marketing or trading of the Market
Stabilizer Option(R).
--------------------------------------------------------------------------------

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


             
EVM-442 (5/16)
NB
IL OPTIMIZER






  Cat # 142561
        #55647

  







Contents of this Prospectus

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             MARKET STABILIZER OPTION(R)
             ------------------------------------------------------
             Who is AXA Equitable?                               3

             ------------------------------------------------------
             1. DEFINITIONS                                      4
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             2. FEE TABLE SUMMARY                                6
             ------------------------------------------------------

             ------------------------------------------------------
             3. RISK FACTORS                                     7
             ------------------------------------------------------

             ------------------------------------------------------
             4. DESCRIPTION OF THE MARKET STABILIZER OPTION(R)   8
             ------------------------------------------------------

             ------------------------------------------------------
             5. DISTRIBUTION OF THE POLICIES                    17
             ------------------------------------------------------

             ------------------------------------------------------
             6. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 18
             ------------------------------------------------------

             ------------------------------------------------------
             APPENDICES
             ------------------------------------------------------
                                       
              I   --  Early Distribution Adjustment Examples  I-1

              

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


                                      2

                          CONTENTS OF THIS PROSPECTUS






Who is AXA Equitable?

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

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


AXA Financial, Inc. and its consolidated subsidiaries managed approximately
$570.0 billion in assets as of December 31, 2015. For more than 150 years AXA
Equitable has been among the largest insurance companies in the United States.
We are licensed to sell life insurance and annuities in all fifty states, the
District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office
is located at 1290 Avenue of the Americas, New York, NY 10104.


HOW TO REACH US

Please refer to the "How to reach us" section of the appropriate variable life
insurance policy prospectus for more information regarding contacting us and
communicating your instructions. We also have specific forms that we recommend
you use for electing the MSO and any MSO transactions.

                                      3

                             WHO IS AXA EQUITABLE?





1. Definitions


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CHARGE RESERVE AMOUNT -- A minimum amount of policy account value in the
Unloaned GIO that you are required to maintain in order to approximately cover
the estimated monthly charges for the policy (including, but not limited to,
the policy's monthly cost of insurance charge, the policy's monthly
administrative charge, the policy's monthly mortality and expense risk charge,
the MSO's monthly Variable Index Segment Account Charge and any monthly
optional rider charges) during the Segment Term. The Charge Reserve Amount will
be determined on each Segment Start Date as an amount projected to be
sufficient to cover all of the policy's monthly deductions during the Segment
Term, assuming at the time such calculation is made that no interest or
investment performance is credited to or charged against the policy account and
that no policy changes or additional premium payments are made. The Charge
Reserve Amount will be reduced by each subsequent monthly deduction (but not to
less than zero). THERE IS NO REQUIREMENT TO MAINTAIN A CHARGE RESERVE AMOUNT IF
YOU ARE NOT IN A SEGMENT. Please see "Segments" later in this Prospectus for
more information about the investment options from which account value could be
transferred to the Unloaned GIO on a Segment Start Date (or the effective date
of a requested face amount increase) in order to meet this requirement.

DOWNSIDE PROTECTION (ALSO REFERRED TO IN YOUR POLICY AS THE "SEGMENT LOSS
ABSORPTION THRESHOLD RATE") -- This is your protection against negative
performance of the S&P 500 Price Return index for a Segment held until its
Segment Maturity Date. It is currently -25%. THE DOWNSIDE PROTECTION IS SET ON
THE SEGMENT START DATE AT THE COMPANY'S SOLE DISCRETION. However, the Downside
Protection will not change during a Segment Term and at least -25% of Downside
Protection will always be provided when a Segment is held until the Segment
Maturity Date.

EARLY DISTRIBUTION ADJUSTMENT ("EDA," MAY ALSO BE REFERRED TO IN YOUR POLICY AS
THE "MARKET VALUE ADJUSTMENT") -- The EDA is an adjustment that we make to your
Segment Account Value, before a Segment matures, in the event you surrender
your policy, take a loan from a Segment or if we should find it necessary to
make deductions for monthly charges or any other distribution from a Segment.
(Such other distributions would include any distributions from the policy that
we deem necessary to continue to qualify the policy as life insurance under
applicable tax law, any unpaid loan interest, or any distribution in connection
with the exercise of a rider available under your policy.) An EDA that is made
will cause you to lose principal through the application of a Put Option
Factor, and that loss could be substantial. Therefore, you should give careful
consideration before taking any early loan or surrender, or allowing the value
in your other investment options to fall so low that we must make any monthly
deduction from a Segment. Please see "Early Distribution Adjustment" later in
this Prospectus for more information.

GROWTH CAP RATE -- The maximum rate of return that will be applied to a Segment
Account Value. THE GROWTH CAP RATE IS SET FOR EACH SEGMENT ON THE SEGMENT START
DATE AT THE COMPANY'S SOLE DISCRETION. The Growth Cap Rate will not change
during a Segment Term and the Growth Cap Rate will always be at least 6%.

INDEX -- The S&P 500 Price Return index, which is the S&P 500 index excluding
dividends. This index includes 500 leading companies in leading industries in
the U.S. economy.

INDEX PERFORMANCE RATE -- The Index Performance Rate measures the percentage
change in the Index during a Segment Term for each Segment. If the Index is
discontinued or if the calculation of the Index is substantially changed, we
reserve the right to substitute an alternative index. We also reserve the right
to choose an alternative index at our discretion. Please see "Change in Index"
for more information.

The Index Performance Rate is calculated by ((b) divided by (a)) minus one,
where:

(a)is the value of the Index at the close of business on the Segment Start
   Date, and

(b)is the value of the Index at the close of business on the Segment Maturity
   Date.

We determine the value of the Index at the close of business, which is the end
of a business day. Generally, a business day is any day the New York Stock
Exchange is open for trading. If the New York Stock Exchange is not open for
trading or if the Index value is, for any other reason, not published on the
Segment Start Date or a Segment Maturity Date, the value of the Index will be
determined as of the end of the most recent preceding business day for which
the Index value is published.

INDEX-LINKED RATE OF RETURN -- The rate of return we apply to calculate the
Index-Linked Return which is based on the Index Performance Rate adjusted to
reflect the Growth Cap Rate and protection against negative performance.
Therefore, if the performance of the Index is zero or positive, we will apply
that performance up to the Growth Cap Rate. If the performance of the Index is
negative, we will apply performance of zero unless the decline in the
performance of the Index is below -25% in which case negative performance in
excess of -25% will apply. Please see the chart under "Index-Linked Return" for
more information.

INDEX-LINKED RETURN -- The amount that is applied to the Segment Account Value
on the Segment Maturity Date that is equal to that Segment's Index-Linked Rate
of Return multiplied by the Segment Account Value on the Segment Maturity Date.
The Index-Linked Return may be positive, negative or zero. The Indexed-Linked
Return is only applied to amounts that remain in a Segment Account Value until
the Segment Maturity Date. For example, a surrender of your policy before
Segment maturity will eliminate any Index-Linked Return and be subject to an
Early Distribution Adjustment.

INITIAL SEGMENT ACCOUNT -- The amount initially transferred to a Segment from
the MSO Holding Account on its Segment Start Date, net of:

(a)the Variable Index Benefit Charge (see "Charges" later in this Prospectus)

   and

(b)the amount, if any, that may have been transferred from the MSO Holding
   Account to the Unloaned GIO to cover the Charge

                                      4

                                  DEFINITIONS






   Reserve Amount (see "Charge Reserve Amount" later in this Prospectus). Such
   a transfer would be made from the MSO Holding Account to cover the Charge
   Reserve Amount only (1) if you have given us instructions to make such a
   transfer or (2) in the other limited circumstances described under
   "Segments" later in this Prospectus.

MSO HOLDING ACCOUNT -- This is a portion of the EQ/Money Market variable
investment option that holds amounts designated by the policy owner for
investment in the MSO prior to any transfer into the next available new Segment.

SEGMENT -- The portion of your total investment in the MSO that is associated
with a specific Segment Start Date. You create a new Segment each time an
amount is transferred from the MSO Holding Account into a Segment Account.

SEGMENT ACCOUNT VALUE (ALSO REFERRED TO IN YOUR POLICY AS THE "SEGMENT
ACCOUNT") -- The amount of an Initial Segment Account subsequently reduced by
any monthly deductions, policy loans and unpaid loan interest, and
distributions from the policy that we deem necessary to continue to qualify the
policy as life insurance under applicable tax law, which are allocated to the
Segment. Any such reduction in the Segment Account Value prior to its Segment
Maturity Date will result in a corresponding Early Distribution Adjustment,
which will cause you to lose principal, and that loss could be substantial. The
Segment Account Value is used in determining policy account values, death
benefits, and the net amount at risk for monthly cost of insurance calculations
of the policy and the new base policy face amount associated with a requested
change in death benefit option.

For example, if you put $1,000 into the MSO Holding Account, $992.50 would go
into a Segment. This amount represents the Initial Segment Account. The Segment
Account Value represents the value in the Segment which gets reduced by any
deductions allocated to the Segment, with corresponding EDAs, through the
course of the Segment Term. The Segment Distribution Value represents what you
would receive upon surrendering the policy and reflects the EDA upon surrender.

SEGMENT DISTRIBUTION VALUE (ALSO REFERRED TO IN YOUR POLICY AS THE "SEGMENT
VALUE") -- This is the Segment Account Value minus the Early Distribution
Adjustment that would apply on a full surrender of that Segment at any time
prior to the Segment Maturity Date. Segment Distribution Values will be used in
determining policy value available to cover monthly deductions, proportionate
surrender charges for requested face amount reductions, and other
distributions; cash surrender values and maximum loan values subject to any
applicable base policy surrender charge. They will also be used in determining
whether any outstanding policy loan and accrued loan interest exceeds the
policy account value.

SEGMENT MATURITY DATE -- The date on which a Segment Term is completed and the
Index-Linked Return for that Segment is applied to a Segment Account Value.

SEGMENT MATURITY VALUE -- This is the Segment Account Value adjusted by the
Index-Linked Return for that Segment.

SEGMENT START DATE -- The Segment Start Date is the day on which a Segment is
created.

SEGMENT TERM -- The duration of a Segment. The Segment Term for each Segment
begins on its Segment Start Date and ends on its Segment Maturity Date one year
later. We are currently only offering Segment Terms of approximately one year.
We may offer different durations in the future.

                                      5

                                  DEFINITIONS





2. Fee Table Summary

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-----------------------------------------------------------------------------
                         WHEN
                      CHARGE IS
MSO CHARGES            DEDUCTED   CURRENT NON-GUARANTEED  GUARANTEED MAXIMUM
-----------------------------------------------------------------------------
                                                 
Variable              On Segment          0.75%                 0.75%
Index                 Start Date
Benefit
Charge/(1)/
-----------------------------------------------------------------------------
Variable              At the              0.65%                 1.65%
Index Segment         beginning
 Account              of each
Charge                policy
                      month
                      during the
                      Segment
                      Term
-----------------------------------------------------------------------------
Total                                     1.40%                 2.40%
-----------------------------------------------------------------------------




-------------------------------------------------------------------------------
                                                    MAXIMUM SPREAD
                                                      PERCENTAGE
                      WHEN CHARGE IS                   THAT MAY
   OTHER                 DEDUCTED                    BE DEDUCTED
-------------------------------------------------------------------------------
                                              
Loan                  On each policy                New York and
Interest              anniversary (or               Oregon
Spread/(2)/           on loan                       policies:
for Amounts           termination, if               2% All other
of Policy             earlier)                      policies: 5%
Loans
Allocated to
MSO Segment
-------------------------------------------------------------------------------




-------------------------------------------------------------------------------
                                                    MAXIMUM AMOUNT
                      WHEN CHARGE IS                 THAT MAY BE
   OTHER                 DEDUCTED                      DEDUCTED
-------------------------------------------------------------------------------
                                              
Early                 On surrender or               75% of Segment
Distribution          other                         Account
Adjustment            distribution                  Value/(3)/
                      (including loan)
                      from an MSO
                      Segment prior to
                      its Segment
                      Maturity Date
-------------------------------------------------------------------------------

(1)These charges represent annual rates.

(2)We charge interest on policy loans but credit you with interest on the
   amount of the policy account value we hold as collateral for the loan. The
   "spread" is the difference between the interest rate we charge you on a
   policy loan and the interest rate we credit to you on the amount of your
   policy account value that we hold as collateral for the loan.

(3)The actual amount of an Early Distribution Adjustment is determined by a
   formula that depends on, among other things, how the Index has performed
   since the Segment Start Date, as discussed in detail under "Early
   Distribution Adjustment" later in this Prospectus. The maximum amount of the
   adjustment would occur if there is a total distribution at a time when the
   Index has declined to zero.

This fee table applies specifically to the MSO and should be read in
conjunction with the fee table in the appropriate variable life insurance
policy prospectus.

The base variable life insurance policy's mortality and expense risk charge and
current non-guaranteed Customer Loyalty Credit will also apply to a Segment
Account Value or any amounts held in the MSO Holding Account. The mortality and
expense risk charge is part of the policy monthly charges. Please see "How we
deduct policy monthly charges during a Segment Term" for more information. The
Customer Loyalty Credit offsets some of the monthly charges. Please refer to
the appropriate variable life insurance policy prospectus for more information.


CHANGES IN CHARGES

Any changes that we make in our current charges or charge rates will be on a
basis that is equitable to all policies belonging to a given class, and will be
determined based on reasonable assumptions as to expenses, mortality,
investment income, lapses and policy and contract claims associated with
morbidity. For the sake of clarity, the assumptions referenced above include
taxes, the cost of hedging, longevity, volatility, other market conditions,
surrenders, persistency, conversions, disability, accident, illness, inability
to perform activities of daily living, and cognitive impairment, if applicable.
Any changes in charges may apply to then in force policies, as well as to new
policies. You will be notified in writing of any changes in charges under your
policy.


                                      6

                               FEE TABLE SUMMARY





3. Risk Factors

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

There are risks associated with some features of the Market Stabilizer
Option(R):

..   There is a risk of a substantial loss of your principal because you agree
    to absorb all losses from the portion of any negative Index performance
    that exceeds -25%.

..   Your Index-Linked Return is also limited by the Growth Cap Rate, which
    could cause your Index-Linked Return to be lower than it would otherwise be
    if you participated in the full performance of the S&P 500 Price Return
    index.

..   You will not know what the Growth Cap Rate is before the Segment starts.
    Therefore, you will not know in advance the upper limit on the return that
    may be credited to your investment in a Segment.

..   Negative consequences apply if, for any reason, amounts you have invested
    in a Segment are removed before the Segment Maturity Date. Specifically,
    with respect to the amounts removed early, you would (1) forfeit any
    positive Index performance and (2) be subject to an Early Distribution
    Adjustment that exposes you to a risk of potentially substantial loss of
    principal. This exposure is designed to be consistent with the treatment of
    losses on amounts held to the Segment Maturity Date. EVEN WHEN THE INDEX
    PERFORMANCE HAS BEEN POSITIVE, THE EDA WILL CAUSE YOU TO LOSE SOME
    PRINCIPAL ON AN EARLY REMOVAL.

   -- The following types of removals of account value from a Segment will
      result in the above-mentioned penalties to you, if the removals occur
      prior to the Segment Maturity Date: (a) a surrender of your policy; (b) a
      loan from your policy; (c) a distribution in order to enable your policy
      to continue to qualify as life insurance under the federal tax laws;
      (d) certain distributions in connection with the exercise of a rider
      available under your policy; and (e) a charge or unpaid policy loan
      interest that we deduct from your Segment Account Value because the
      Charge Reserve Amount and other funds are insufficient to cover them in
      their entirety. The Charge Reserve Amount may become insufficient because
      of policy changes that you request, additional premium payments,
      investment performance, policy loans, policy partial withdrawals from
      other investment options besides the MSO, and any increases we make in
      current charges for the policy (including for the MSO and optional
      riders).

   -- Certain of the above types of early removals can occur (and thus result
      in penalties to you) without any action on your part. Examples include
      (i) certain distributions we might make from your Segment Account Value
      to enable your policy to continue to qualify as life insurance and
      (ii) deductions we might make from your Segment Account Value to pay
      charges if the Charge Reserve Amount becomes insufficient.

   -- Any applicable EDA will generally be affected by changes in both the
      volatility and level of the S&P 500 Price Return Index. Any EDA applied
      to any Segment Account Value is linked to the estimated value of a put
      option on the S&P 500 Price Return index as described later in this
      Prospectus. The estimated value of the put option and, consequently, the
      amount of the EDA will generally be higher after increases in market
      volatility or after the Index experiences a negative return following the
      Segment Start Date.

..   Once policy account value is in a Segment, you cannot transfer out of a
    Segment and you can only make withdrawals out of a Segment if you surrender
    your policy. This would result in the imposition of any applicable
    surrender charges and EDA.

..   We may not offer new Segments so there is also the possibility that a
    Segment may not be available for a Segment Renewal at the end of your
    Segment Term(s).

..   We also reserve the right to substitute an alternative index for the S&P
    500 Price Return index, which could reduce the Growth Cap Rates we can
    offer.

..   No company other than AXA Equitable has any legal responsibility to pay
    amounts that AXA Equitable owes under the policies.

..   You do not have any rights in the securities underlying the index,
    including, but not limited to, (i) interest payments, (ii) dividend
    payments or (iii) voting rights.

..   Your Segment Maturity Value is dependent on the performance of the index on
    the Segment Maturity Date.

..   Past performance of the index is no indication of future performance.

..   The amounts required to be maintained in the Unloaned GIO for the Charge
    Reserve Amount during the Segment Term may earn a return that is less than
    the return you might have earned on those amounts in another investment
    option had you not invested in a Segment.

                                      7

                                 RISK FACTORS





4. Description of the Market Stabilizer Option(R)

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

We offer a Market Stabilizer Option(R) that provides a rate of return tied to
the performance of the Index.

MSO HOLDING ACCOUNT

The amount of each transfer or loan repayment you make to the MSO, and the
balance of each premium payment you make to the MSO after any premium charge
under your base policy has been deducted, will first be placed in the MSO
Holding Account. The MSO Holding Account is a portion of the regular EQ/Money
Market variable investment option that will hold amounts allocated to the MSO
until the next available Segment Start Date. The MSO Holding Account has the
same rate of return as the EQ/Money Market variable investment option. We
currently plan on offering new Segments on a monthly basis but reserve the
right to offer them less frequently or to stop offering them or to suspend
offering them temporarily.

Before any account value is transferred into a Segment, you can transfer
amounts from the MSO Holding Account into other investment options available
under your policy at any time subject to any transfer restrictions within your
policy. You can transfer into and out of the MSO Holding Account at any time up
to and including the Segment Start Date provided your transfer request is
received at our administrative office by such date. For example, you can
transfer policy account value into the MSO Holding Account on the 3rd Friday of
June. That policy account value would transfer into the Segment starting on
that date, subject to the conditions mentioned earlier. You can also transfer
policy account value out of the MSO Holding Account before the end of the
business day on the Segment Start Date and that account value would not be
swept into the Segment starting on that date. Please refer to the "How to reach
us" section of the appropriate variable life insurance policy prospectus for
more information regarding contacting us and communicating your instructions.
We also have specific forms that we recommend you use for electing the MSO and
any MSO transactions.

On the Segment Start Date, account value in the MSO Holding Account, excluding
charges and any account value transferred to cover the Charge Reserve Amount,
will be transferred into a Segment if all requirements and limitations are met
that are discussed under "Segments" immediately below.

SEGMENTS

Each Segment will have a Segment Start Date of the 3rd Friday of each calendar
month and will have a Segment Maturity Date on the 3rd Friday of the same
calendar month in the succeeding calendar year.

In order for any amount to be transferred from the MSO Holding Account into a
new Segment on a Segment Start Date, all of the following conditions must be
met on that date:

(1)The Growth Cap Rate for that Segment must be equal to or greater than your
   minimum Growth Cap Rate (Please see "Growth Cap Rate" later in this
   Prospectus).

(2)There must be sufficient account value available within the Unloaned GIO and
   the variable investment options including the MSO Holding Account to cover
   the Charge Reserve Amount as determined by us on such date (Please see
   "Charge Reserve Amount" later in this Prospectus).

(3)The Growth Cap Rate must be greater than the sum of the annual interest rate
   we are currently crediting on the Unloaned GIO ("A"), the Variable Index
   Benefit Charge rate ("B"), the annualized monthly Variable Index Segment
   Account Charge rate ("C") and the current annualized monthly mortality and
   expense risk charge rate ("D"). The Growth Cap Rate must be greater than
   (A+B+C+D). This is to ensure that the highest possible rate of return that
   could be received in a Segment after these charges (B+C+D) have been
   considered exceeds the interest crediting rate currently being offered in
   the Unloaned GIO.

(4)It must not be necessary, as determined by us on that date, for us to make a
   distribution from the policy during the Segment Term in order for the policy
   to continue to qualify as life insurance under applicable tax law.

(5)The total amount allocated to your Segments under your policy on that date
   must be less than any limit we may have established.

If there is sufficient policy account value in the Unloaned GIO to cover the
Charge Reserve Amount, then no transfers from other investment options to the
Unloaned GIO will need to be made. If there is insufficient value in the
Unloaned GIO to cover the Charge Reserve Amount and we do not receive
instructions from you specifying the investment options from which we should
transfer the account value to the Unloaned GIO to meet Charge Reserve Amount
requirements at the Segment Start Date, or the transfer instructions are not
possible due to insufficient funds, then the required amount will be
transferred proportionately from your variable investment options including the
MSO Holding Account.

If after any transfers there would be an insufficient amount in the Unloaned
GIO to cover the Charge Reserve Amount or the Growth Cap Rate for the next
available Segment does not qualify per your minimum Growth Cap Rate
instructions and the conditions listed above, then your amount in the MSO
Holding Account will remain there until we receive further instruction from
you. We will mail you a notice informing you that your account value did or did
not transfer from the MSO Holding Account into a Segment. These notices are
mailed on or about the next business day after the applicable Segment Start
Date.

SEGMENT MATURITY

Near the end of the Segment Term, we will notify you between 15 and 45 days
before the Segment Maturity Date that a Segment is about to mature. At that
time, you may choose to have all or a part of:

(a)the Segment Maturity Value rolled over into the MSO Holding Account

                                      8

                DESCRIPTION OF THE MARKET STABILIZER OPTION(R)







(b)the Segment Maturity Value transferred to the variable investment options
   available under your policy

(c)the Segment Maturity Value transferred to the Unloaned GIO.

If we do not receive your transfer instructions before the Segment Maturity
Date, your Segment Maturity Value will automatically be rolled over into the
MSO Holding Account for investment in the next available Segment, subject to
the conditions listed under "Segments" above.

However, if we are not offering the MSO at that time, we will transfer the
Segment Maturity Value to the investment options available under your policy
per your instructions or to the EQ/Money Market investment option if no
instructions are received. Please see "Right to Discontinue and Limit Amounts
Allocated to the MSO" for more information. Although, under the appropriate
variable life insurance policy, we reserve the right to apply a transfer charge
up to $25 for each transfer among your investment options there will be no
transfer charges for any of the transfers discussed in this section.

GROWTH CAP RATE

By allocating your account value to the MSO, you can participate in the
performance of the Index up to the applicable Growth Cap Rate that we declare
on the Segment Start Date.

Please note that this means you will not know the Growth Cap Rate for a new
Segment until after the account value has been transferred from the MSO Holding
Account into the Segment and you are not allowed to transfer the account value
out of a Segment before the Segment Maturity Date. Please see "Transfers" below.

Each Segment is likely to have a different Growth Cap Rate. However, the Growth
Cap Rate will never be less than 6%.

Your protection against negative performance for a Segment held until its
Segment Maturity Date is currently -25% ("Downside Protection" also referred to
in your policy as the "Segment Loss Absorption Threshold Rate"). We reserve the
right, for new Segments, to increase your Downside Protection against negative
performance. For example, if we were to adjust the Downside Protection for a
Segment to -100%, the Index-Linked Rate of Return for that Segment would not go
below 0%. Please note that any increase in the protection against negative
performance would likely result in a lower Growth Cap Rate than would otherwise
apply. We will provide notice between 15 and 45 days before any change in the
Downside Protection is effective. Any change would only apply to new Segments
started after the effective date of the change, which (coupled with the 15-45
day notice we will give) will afford you the opportunity to decline to
participate in any Segment that reflects a change in the Downside Protection.

THE GROWTH CAP RATE AND DOWNSIDE PROTECTION ARE SET AT THE COMPANY'S SOLE
DISCRETION. However, the Growth Cap Rate can never be less than 6% and we may
only increase your Downside Protection from the current -25%.

As part of your initial instructions in selecting the MSO, you will specify
what your minimum acceptable Growth Cap Rate is for a Segment. You may specify
a minimum Growth Cap Rate from 6% to 10%. If the Growth Cap Rate we set, on the
Segment Start Date, is below the minimum you specified then the account value
will not be transferred from the MSO Holding Account into that Segment. If you
do not specify a minimum Growth Cap Rate then your minimum Growth Cap Rate will
be set at 6%. In addition, for account value to transfer into a Segment from
the MSO Holding Account, the Growth Cap Rate must be greater than the sum of
the annual interest rate we are currently crediting on the Unloaned GIO ("A"),
the Variable Index Benefit Charge rate ("B"), the annualized monthly Variable
Index Segment Account Charge rate ("C") and the current annualized monthly
mortality and expense risk charge rate ("D"). The Growth Cap Rate must be
greater than (A+B+C+D).

For example, assume that the annual interest rate we are currently crediting on
the Unloaned GIO were 4.00%, the Variable Index Benefit Charge rate were 0.75%,
the annualized monthly Variable Index Segment Account charge rate were 0.65%
and the annualized monthly mortality and expense risk charge rate were 0.85%.
Based on those assumptions (which we provide only for illustrative purposes and
will not necessarily correspond to actual rates), because these numbers total
6.25%, no amounts would be transferred into any Segment unless we declare a
Growth Cap Rate that is higher than 6.25%. Please see "Index-Linked Return"
later in this Prospectus for more information.

As another example, you may specify a minimum Growth Cap Rate of 8%. If we set
the Growth Cap Rate at 8% or higher for a Segment then a transfer from the MSO
Holding Account will be made into that new Segment provided all other
requirements and conditions discussed in this Prospectus are met. If we set the
Growth Cap Rate below 8% then no transfer from the MSO Holding Account will be
made into that Segment. No transfer will be made until a Segment Growth Cap
Rate equal to or greater than 8% is set and all requirements are met or you
transfer account value out of the MSO Holding Account.

GROWTH CAP RATE AVAILABLE DURING INITIAL YEAR

If you allocate policy account value to any Segment that commences during the
first year that the MSO is available to you under your policy, our current
practice is to establish a Growth Cap Rate that is at least 15%. This 15%
minimum Growth Cap Rate would apply to all Segment Terms that commence:

..   During the first policy year, if the MSO was available to you as a feature
    of your policy when the policy was issued; or

..   For in-force policies, during the one year period beginning with the date
    when the MSO was first made available to you after your policy was issued.

We may terminate or change this 15% initial year minimum Growth Cap Rate at any
time; but any such change or termination would apply to you only if your policy
is issued, or the MSO was first made available to you, after such modification
or termination.

After this initial year 15% minimum Growth Cap Rate, the minimum Growth Cap
Rate will revert back to 6%.

INDEX-LINKED RETURN

We calculate the Index-Linked Return for a Segment by taking the Index-Linked
Rate of Return and multiplying it by the Segment Account Value on the Segment
Maturity Date. The Segment Account Value is net of the Variable Index Benefit
Charge described below as well as any monthly deductions, policy loans and
unpaid interest,

                                      9

                DESCRIPTION OF THE MARKET STABILIZER OPTION(R)






distributions from the policy that we deem necessary to continue to qualify the
policy as life insurance under applicable tax law and any corresponding Early
Distribution Adjustments. The Segment Account Value does not include the Charge
Reserve Amount described later in this Prospectus.

The following table demonstrates the Index-Linked Rate of Return and the
Segment Maturity Value on the Segment Maturity Date based upon a hypothetical
range of returns for the S&P 500 Price Return index. This example assumes a 15%
Growth Cap Rate and a $1,000 investment in the MSO Segment.



------------------------------------------------------
 INDEX PERFORMANCE
RATE OF THE S&P 500 INDEX-LINKED RATE SEGMENT MATURITY
PRICE RETURN INDEX      OF RETURN          VALUE
------------------------------------------------------
                                
        50%               15%         $1,150
------------------------------------------------------
        25%               15%         $1,150
------------------------------------------------------
        10%               10%         $1,100
------------------------------------------------------
        0%                 0%         $1,000
------------------------------------------------------
       -25%                0%         $1,000
------------------------------------------------------
       -50%               -25%         $750
------------------------------------------------------
       -75%               -50%         $500
------------------------------------------------------
       -100%              -75%         $250
------------------------------------------------------


For instance, we may set the Growth Cap Rate at 15%. Therefore, if the Index
has gone up 20% over your Segment Term, you will receive a 15% credit to your
Segment Account Value on the Segment Maturity Date. If the Index had gone up by
13% from your Segment Start Date to your Segment Maturity Date then you would
receive a credit of 13% to your Segment Account Value on the Segment Maturity
Date.

If the Index had gone down 20% over the Segment Term then you would receive a
return of 0% to your Segment Account Value on the Segment Maturity Date.

If the Index had gone down by 30% by your Segment Maturity Date then your
Segment Account Value would be reduced by 5% on the Segment Maturity Date. The
Downside Protection feature of the MSO will absorb the negative performance of
the Index up to -25%.

The minimum Growth Cap Rate is 6%. However, account value will only transfer
into a new Segment from the MSO Holding Account if the Growth Cap Rate is equal
to or greater than your specified minimum Growth Cap Rate and meets the
conditions discussed earlier in the "Growth Cap Rate" section.

In those instances where the account value in the MSO Holding Account does not
transfer into a new Segment, the account value will remain in the MSO Holding
Account until the next available, qualifying Segment unless you transfer the
account value into the Unloaned GIO and/or other investment option available
under your policy subject to any conditions and restrictions.

For instance, if we declare the Growth Cap Rate to be 6% and your specified
minimum Growth Cap Rate is 6% but we are currently crediting an annual interest
rate on the Unloaned GIO that is greater than or equal to 6% minus the sum of
the charges (B+C+D) discussed in the Growth Cap Rate section then your account
value will remain in the MSO Holding Account on the date the new Segment would
have started.

As indicated above, you must transfer account value out of the MSO Holding
Account into the Unloaned GIO and/or other investment options available under
your policy if you do not want to remain in the MSO Holding Account.

If we declare the Growth Cap Rate to be 6% and your specified minimum Growth
Cap Rate is 6% and if the sum of the charges (B+C+D) discussed in the "Growth
Cap Rate" section plus the annual interest rate on the Unloaned GIO are less
than 6% and all requirements are met then the net amount of the account value
in the MSO Holding Account will transfer into a new Segment.

If you specified a minimum Growth Cap Rate of 10% in the above examples then
account value would not transfer into a new Segment from the MSO Holding
Account because the Growth Cap Rate did not meet your specified minimum Growth
Cap Rate.

The Index-Linked Return is only applied to amounts that remain in a Segment
until the Segment Maturity Date. For example, a surrender of your policy before
Segment maturity will eliminate any Index-Linked Return and be subject to a
Early Distribution Adjustment.

CHANGE IN INDEX

If the Index is discontinued or if the calculation of the Index is
substantially changed, we reserve the right to substitute an alternative index.
We also reserve the right to choose an alternative index at our discretion.

If we were to substitute an alternative index at our discretion, we would
provide notice 45 days before making that change. The new index would only
apply to new Segments. Any outstanding Segments would mature on their original
Segment Maturity Dates.

With an alternative index, the Downside Protection would remain the same or
greater. However, an alternative index may reduce the Growth Cap Rates we can
offer. We would attempt to choose a substitute index that has a similar
investment objective and risk profile to the S&P 500 Price Return index.

If the S&P 500 Price Return index were to be discontinued or substantially
changed, thereby affecting the Index-Linked Return of existing Segments, we
will mature the Segments based on the most recently available closing value of
the Index before it is discontinued or changed. Such maturity will be as of the
date of such most recently available closing value of the Index and we will use
that closing value to calculate the Index-linked Return through that date. We
would apply the full Index performance to that date subject to the full Growth
Cap Rate and Downside Protection. For example, if the Index was up 12% at the
time we matured the Segment and the Growth Cap Rate was 8%, we would credit an
8% return to your Segment Account Value. If the Index was down 30% at the time
we matured the Segment, we would credit a 5% negative return to your Segment
Account Value. We would provide notice about maturing the Segment, as soon as
practicable and ask for instructions on where to transfer your Segment Maturity
Value.

If we are still offering Segments at that time, you can request that the
Segment Maturity Value be invested in a new Segment, in which case we will hold
the Segment Maturity Value in the MSO Holding Account for investment in the
next available Segment subject to the same terms and conditions discussed above
under MSO Holding Account and Segments.

                                      10

                DESCRIPTION OF THE MARKET STABILIZER OPTION(R)







In the case of any of the types of early maturities discussed above, there
would be no transfer charges or EDA applied and you can allocate the Segment
Maturity Value to the investment options available under your policy. Please
see "Segment Maturity" earlier in this Prospectus for more information. If we
continued offering new Segments, then such a change in the Index may cause
lower Growth Cap Rates to be offered. However, we would still provide a minimum
Growth Cap Rate of 6% and minimum Downside Protection of -25%. We also reserve
the right to not offer new Segments. Please see "Right to Discontinue and Limit
Amounts Allocated to the MSO" later in this Prospectus.

CHARGES

There is a current percentage charge of 1.40% of any policy account value
allocated to each Segment. We reserve the right to increase or decrease the
charge although it will never exceed 2.40%. Of this percentage charge, 0.75%
will be deducted on the Segment Start Date from the amount being transferred
from the MSO Holding Account into the Segment as an up-front charge ("Variable
Index Benefit Charge"), with the remaining 0.65% annual charge (of the current
Segment Account Value) being deducted from the policy account on a monthly
basis during the Segment Term ("Variable Index Segment Account Charge").



------------------------------------------------------------------------
                                                    CURRENT
                                                      NON-    GUARANTEED
                   MSO CHARGES                     GUARANTEED  MAXIMUM
------------------------------------------------------------------------
                                                        
Variable Index Benefit Charge                        0.75%      0.75%
------------------------------------------------------------------------
Variable Index Segment Account Charge                0.65%      1.65%
------------------------------------------------------------------------
Total                                                1.40%      2.40%
------------------------------------------------------------------------


This fee table applies specifically to the MSO and should be read in
conjunction with the fee table in the appropriate variable life insurance
policy prospectus. Please also see Loans later in this Prospectus for
information regarding the "spread" you would pay on any policy loan.

The base variable life insurance policy's mortality and expense risk charge and
current non-guaranteed Customer Loyalty Credit will also be applicable to a
Segment Account Value or any amounts held in the MSO Holding Account. The
mortality and expense risk charge is part of the policy monthly charges. Please
see "How we deduct policy monthly charges during a Segment Term" for more
information. The Customer Loyalty Credit offsets some of the monthly charges.
Please refer to the appropriate variable life insurance policy prospectus for
more information.

If a Segment is terminated prior to maturity by policy surrender, or reduced
prior to maturity by monthly deductions (if other funds are insufficient) or by
loans or a Guideline Premium Force-out as described below, we will refund a
proportionate amount of the Variable Index Benefit Charge corresponding to the
surrender or reduction and the time remaining until Segment Maturity. The
refund will be administered as part of the Early Distribution Adjustment
process as described above. This refund will increase your surrender value or
remaining Segment Account Value, as appropriate. Please see Appendix I for an
example and further information.

CHARGE RESERVE AMOUNT

If you elect the Market Stabilizer Option(R), you are required to maintain a
minimum amount of policy account value in the Unloaned GIO to approximately
cover the estimated monthly charges for the policy, (including, but not limited
to, the MSO and any optional riders) for the Segment Term. This is the Charge
Reserve Amount.

The Charge Reserve Amount will be determined on each Segment Start Date as an
amount projected to be sufficient to cover all of the policy's monthly
deductions during the Segment Term, assuming at the time such calculation is
made that no interest or investment performance is credited to or charged
against the policy account and that no policy changes or additional premium
payments are made. The Charge Reserve Amount on other than a Segment Start Date
(or the effective date of a requested face amount increase -- please see
"Requested Face Amount Increases" below for more information) will be the
Charge Reserve Amount determined as of the latest Segment Start Date (or
effective date of a face amount increase) reduced by each subsequent monthly
deduction during the longest remaining Segment Term, although it will never be
less than zero. This means, for example, that if you are in a Segment (Segment
A) and then enter another Segment (Segment B) 6 months later, the Charge
Reserve Amount would be re-calculated on the start date of Segment B. The
Charge Reserve Amount would be re-calculated to cover all of the policy's
monthly deductions during the Segment Terms for both Segments A and B.

When you select the MSO, as part of your initial instructions, you will be
asked to specify the investment options from which we should transfer the
account value to the Unloaned GIO to meet Charge Reserve Amount requirements,
if necessary. No transfer restrictions apply to amounts that you wish to
transfer into the Unloaned GIO to meet the Charge Reserve Amount requirement.
If your values in the variable investment options including the MSO Holding
Account and the unloaned portion of our GIO are insufficient to cover the
Charge Reserve Amount, no new Segment will be established. Please see
"Segments" above for more information regarding the Charge Reserve Amount and
how amounts may be transferred to meet this requirement.

Please note that the Charge Reserve Amount may not be sufficient to cover
actual monthly deductions during the Segment Term. Although the Charge Reserve
Amount will be re-calculated on each Segment Start Date, and the amount already
present in the Unloaned GIO will be supplemented through transfers from your
value in the variable investment options including the MSO Holding Account, if
necessary to meet this requirement, actual monthly deductions could vary up or
down during the Segment Term due to various factors including but not limited
to requested policy changes, additional premium payments, investment
performance, loans, policy partial withdrawals from other investment options
besides the MSO, and any changes we might make to current policy charges.

HOW WE DEDUCT POLICY MONTHLY CHARGES DURING A SEGMENT TERM

Under your base variable life insurance policy, monthly deductions are
allocated to the variable investment options and the Unloaned GIO according to
deduction allocation percentages specified by you or based on a proportionate
allocation should any of the individual investment option values be
insufficient.

                                      11

                DESCRIPTION OF THE MARKET STABILIZER OPTION(R)







However, if the Market Stabilizer Option(R) is elected, on the Segment Start
Date, deduction allocation percentages will be changed so that 100% of monthly
deductions will be taken from the Charge Reserve Amount and then any remaining
value in the Unloaned GIO, if the Charge Reserve Amount is depleted, during the
Segment Term. In addition, if the value in the Unloaned GIO is ever
insufficient to cover monthly deductions during the Segment Term, the base
policy's proportionate allocation procedure will be modified as follows:

1. The first step will be to take the remaining portion of the deductions
   proportionately from the values in the variable investment options,
   including any value in the MSO Holding Account but excluding any Segment
   Account Values.

2. If the Unloaned GIO and variable investment options, including any value in
   the MSO Holding Account, are insufficient to cover deductions in their
   entirety, the remaining amount will be allocated to the individual Segments
   proportionately, based on the current Segment Distribution Values.

3. Any portion of a monthly deduction allocated to an individual Segment will
   generate a corresponding Early Distribution Adjustment of the Segment
   Account Value.

The effect of those procedures is that account value will be taken out of a
Segment to pay a monthly deduction (and an EDA therefore applied) only if there
is no remaining account value in any other investment options, as listed in 1.
and 2. above.

In addition, your base variable life insurance policy will lapse if your net
policy account value (please refer to your base variable life insurance policy
prospectus for a further explanation of this term) is not enough to pay your
policy's monthly charges when due (unless one of the available guarantees
against termination is applicable). If you have amounts allocated to MSO
Segments, the Segment Distribution Value will be used in place of the Segment
Account Value in calculating the net policy account.

These modifications will apply during any period in which a Segment exists and
has not yet reached its Segment Maturity Date.

EARLY DISTRIBUTION ADJUSTMENT

OVERVIEW

Before a Segment matures, if you surrender your policy, take a loan from a
Segment or if we should find it necessary to make deductions for monthly
charges or other distributions from a Segment, we will apply an Early
Distribution Adjustment.

The application of the EDA is based on your agreement (under the terms of the
MSO) to be exposed to the risk that, at the Segment Maturity Date, the Index
will have fallen by more than 25%. The EDA uses what we refer to as a Put
Option Factor to estimate the market value, at the time of an early
distribution, of the risk that you would suffer a loss if your Segment were
continued (without taking the early distribution) until its Segment Maturity
Date. By charging you with a deduction equal to that estimated value, the EDA
provides a treatment for an early distribution that is designed to be
consistent with how distributions at the end of a Segment are treated when the
Index has declined over the course of that Segment.

In the event of an early distribution, even if the Index has experienced
positive performance since the Segment Start Date, the EDA will cause you to
lose principal through the application of the Put Option Factor and that loss
may be substantial. That is because there is always some risk that the Index
would have declined by the Segment Maturity Date such that you would suffer a
loss if the Segment were continued (without taking any early distribution)
until that time. However, the other component of the EDA is the proportionate
refund of the Variable Index Benefit Charge (discussed below under "Important
Considerations") which is a positive adjustment to you. As a result, the
overall impact of the EDA is to reduce your Segment Account Value and your
other policy values except in the limited circumstances where the proportionate
refund is greater than your loss from the Put Option Factor.

We determine the EDA and the Put Option Factor by formulas that are described
below under "ADDITIONAL DETAIL."

IMPORTANT CONSIDERATIONS

When any surrender, loan, charge deduction or other distribution is made from a
Segment before its Segment Maturity Date:

1. YOU WILL FORFEIT ANY POSITIVE INDEX PERFORMANCE WITH RESPECT TO THESE
   AMOUNTS. INSTEAD, ANY OF THESE PRE-SEGMENT MATURITY DATE DISTRIBUTIONS WILL
   CAUSE AN EDA TO BE APPLIED THAT WILL USUALLY RESULT IN A REDUCTION IN YOUR
   VALUES. THEREFORE, YOU SHOULD GIVE CAREFUL CONSIDERATION BEFORE TAKING ANY
   SUCH EARLY LOAN OR SURRENDER, OR ALLOWING THE VALUE IN YOUR OTHER INVESTMENT
   OPTIONS TO FALL SO LOW THAT WE MUST MAKE ANY MONTHLY DEDUCTION FROM A
   SEGMENT; AND

2. The EDA will be applied, which means that:

   a. IF THE INDEX HAS FALLEN MORE THAN 25% SINCE THE SEGMENT START DATE, the
      EDA would generally have the effect of charging you for (i) the full
      amount of that loss below 25%, plus (ii) an additional amount for the
      risk that the Index might decline further by the Segment Maturity Date.
      (Please see example III in Appendix I for further information.)


   b. IF THE INDEX HAS FALLEN SINCE THE SEGMENT START DATE, BUT BY LESS THAN
      25%, the EDA would charge you for the risk that, by the Segment Maturity
      Date, the Index might have declined further to a point more than 25%
      below what it was at the Segment Start Date. (Please see example I in
      Appendix I for further information.) This charge would generally be less
      than the amount by which the Index had fallen from the Segment Start Date
      through the date we apply the EDA. It also would generally be less than
      it would be under the circumstances in 2a. above.

   c. IF THE INDEX HAS RISEN SINCE THE SEGMENT START DATE, the EDA would not
      credit you with any of such favorable investment performance. Instead,
      the EDA would charge you for the risk that, by the Segment Maturity Date,
      the Index might have declined to a point more than 25% below what it was
      at the Segment Start Date. (Please see examples II and IV in Appendix I
      for further information.) This charge would generally be less than it
      would be under the circumstances in 2a. and 2b. above.


                                      12

                DESCRIPTION OF THE MARKET STABILIZER OPTION(R)







In addition to the consequences discussed in 2. above, the EDA also has the
effect of pro-rating the Variable Index Benefit Charge. As discussed further
below, this means that you in effect would receive a proportionate refund of
this charge for the portion of the Segment Term that follows the early
surrender, loan, policy distribution, or charge deduction that caused us to
apply the EDA. In limited circumstances, this refund may cause the total EDA to
be positive.

For the reasons discussed above, the Early Distribution Adjustment to the
Segment Account Value will usually reduce the amount you would receive when you
surrender your policy prior to a Segment Maturity Date. For loans and charge
deductions, the Early Distribution Adjustment would usually further reduce the
account value remaining in the Segment Account Value and therefore decrease the
Segment Maturity Value.

ADDITIONAL DETAIL

For purposes of determining the Segment Distribution Value prior to a Segment
Maturity Date, the EDA is:

(a)the Put Option Factor multiplied by the Segment Account Value

                                    -minus-

(b)a pro rata portion of the 0.75% Variable Index Benefit Charge attributable
   to the Segment Account Value. (Please see "Charges" earlier in this
   Prospectus for an explanation of this charge.)

The Put Option Factor multiplied by the Segment Account Value represents, at
any time during the Segment Term, the estimated market value of your potential
exposure to negative S&P 500 Price Return index performance that is worse than
-25%. The Put Option Factor, on any date, represents the estimated value on
that date of a hypothetical "put option" (as described below) on the Index
having a notional value equal to $1 and strike price at Segment Maturity equal
to $0.75 ($1 plus the Downside Protection which is currently -25%). The strike
price of the option ($0.75) is the difference between a 100% loss in the S&P
500 Price Return index at Segment Maturity and the 25% loss at Segment Maturity
that would be absorbed by the Downside Protection feature of the MSO (please
see "Growth Cap Rate" earlier in this Prospectus for an explanation of the
Downside Protection.) In a put option on an index, the seller will pay the
buyer, at the maturity of the option, the difference between the strike price
-- which was set at issue -- and the underlying index closing price, in the
event that the closing price is below the strike price. Prior to the maturity
of the put option, its value generally will have an inverse relationship with
the index. The notional value can be described as the price of the underlying
index at inception of the contract. Using a notional value of $1 facilitates
computation of the percentage change in the Index and the put option factor.

The Company will utilize a fair market value methodology to determine the Put
Option Factor.

For this purpose, we use the Black Scholes formula for valuing a European put
option on the S&P 500 Price Return index, assuming a continuous dividend yield,
with inputs that are consistent with current market prices.


The inputs to the Black Scholes model include:


(1)Implied Volatility of the Index -- This input varies with (i) how much time
   remains until the Maturity Date of the Segment from which an early
   distribution is being made, which is determined by using an expiration date
   for the hypothetical put option that corresponds to that time remaining and
   (ii) the relationship between the strike price of the hypothetical put
   option and the level of the S&P 500 Price Return index at the time of the
   early distribution. This relationship is referred to as the "moneyness" of
   the hypothetical put option described above, and is calculated as the ratio
   of the $0.75 strike price of that hypothetical put option to what the level
   of the S&P 500 Price Return index would be at the time of the early
   distribution if the Index had been $1 at the beginning of the Segment.
   Direct market data for these inputs for any given early distribution are
   generally not available, because put options on the Index that actually
   trade in the market have specific maturity dates and moneyness values that
   are unlikely to correspond precisely to the Maturity Date and moneyness of
   the hypothetical put option that we use for purposes of calculating the EDA.


   Accordingly, we use the following method to estimate the implied volatility
   of the Index. We receive daily quotes of implied volatility from banks using
   the same Black Scholes model described above and based on the market prices
   for certain S&P 500 Price Return put options. Specifically, implied
   volatility quotes are obtained for put options with the closest maturities
   above and below the actual time remaining in the Segment at the time of the
   early distribution and, for each maturity, for those put options having the
   closest moneyness value above and below the actual moneyness of the
   hypothetical put option described above, given the level of the S&P 500
   Price Return index at the time of the early distribution. In calculating the
   Put Option Factor, we will derive a volatility input for your Segment's time
   to maturity and strike price by linearly interpolating between the implied
   volatility quotes that are based on the actual adjacent maturities and
   moneyness values described above, as follows:


   (a)We first determine the implied volatility of a put option that has the
      same moneyness as the hypothetical put option but with the closest
      available time to maturity shorter than your Segment's remaining time to
      maturity. This volatility is derived by linearly interpolating between
      the implied volatilities of put options having the moneyness values that
      are above and below the moneyness value of the hypothetical put option.

   (b)We then determine the implied volatility of a put option that has the
      same moneyness as the hypothetical put option but with the closest
      available time to maturity longer than your Segment's remaining time to
      maturity. This volatility is derived by linearly interpolating between
      the implied volatilities of put options having the moneyness values that
      are above and below the moneyness value of the hypothetical put option.

   (c)The volatility input for your Segment's time to maturity will then be
      determined by linearly interpolating between the volatilities derived in
      steps (a) and (b).

                                      13

                DESCRIPTION OF THE MARKET STABILIZER OPTION(R)







(2)LIBOR Rate -- Key duration LIBOR rates will be retrieved from a recognized
   financial reporting vendor. LIBOR rates will be retrieved for maturities
   adjacent to the actual time remaining in the Segment at the time of the
   early distribution. We will use linear interpolation to derive the exact
   remaining duration rate needed as the input.

(3)Index Dividend Yield -- On a daily basis we will get the projected annual
   dividend yield across the entire Index. This value is a widely used
   assumption and is readily available from recognized financial reporting
   vendors.

In general, the Put Option Factor has an inverse relationship with the S&P 500
Price Return index. In addition to the factors discussed above, the Put Option
Factor is also influenced by time to Segment Maturity. We determine Put Option
Factors at the end of each business day. Generally, a business day is any day
the New York Stock Exchange is open for trading. If any inputs to the Black
Scholes formula are unavailable on a business day, we would use the value of
the input from the most recent preceding business day. The Put Option Factor
that applies to a transaction or valuation made on a business day will be the
Factor for that day. The Put Option Factor that applies to a transaction or
valuation made on a non-business day will be the Factor for the next business
day.

Appendix I at the end of this Prospectus provides examples of how the Early
Distribution Adjustment is calculated.

TRANSFERS

There is no charge to transfer into and out of the MSO Holding Account and you
can make a transfer at any time to or from the investment options available
under your policy subject to any transfer restrictions within your policy. Any
restrictions applicable to transfers between the MSO Holding Account and such
investment options would be the same transfer restrictions applicable to
transfers between the investment options available under your policy. However,
once policy account value has been swept from the MSO Holding Account into a
Segment, transfers into or out of that Segment before its Segment Maturity Date
will not be permitted. Please note that while a Segment is in effect, before
the Segment Maturity Date, the amount available for transfers from the Unloaned
GIO will be limited to avoid reducing the Unloaned GIO below the remaining
Charge Reserve Amount.

Thus the amount available for transfers from the Unloaned GIO will not be
greater than any excess of the Unloaned GIO over the remaining Charge Reserve
Amount.

WITHDRAWALS

Once policy account value has been swept from the MSO Holding Account into a
Segment, you will not be allowed to withdraw the account value out of a Segment
before the Segment Maturity Date unless you surrender your policy. You may also
take a loan; please see "Loans" later in this Prospectus for more information.
Any account value taken out of a Segment before the Segment Maturity Date will
generate an Early Distribution Adjustment. Please note that while a Segment is
in effect, before the Segment Maturity Date, the amount available for
withdrawals from the Unloaned GIO will be limited to avoid reducing the
Unloaned GIO below the Charge Reserve Amount. Thus, if there is any policy
account value in a Segment, the amount which would otherwise be available to
you for a partial withdrawal of net cash surrender value will be reduced, by
the amount (if any) by which the sum of your Segment Distribution Values and
the Charge Reserve Amount exceeds the policy surrender charge.

If the policy owner does not indicate or if we cannot allocate the withdrawal
as requested due to insufficient funds, we will allocate the withdrawal
proportionately from your values in the Unloaned GIO (excluding the Charge
Reserve Amount) and your values in the variable investment options including
the MSO Holding Account.

CASH SURRENDER VALUE, NET CASH SURRENDER VALUE AND LOAN VALUE

If you have amounts allocated to MSO Segments, the Segment Distribution Values
will be used in place of the Segment Account Values in calculating the amount
of any cash surrender value, net cash surrender value and maximum amount
available for loans (please refer to your base variable life insurance policy
prospectus for a further explanation of these latter terms). This means an EDA
would apply to those amounts. Please see Appendix I for more information.

GUIDELINE PREMIUM FORCE-OUTS

For policies that use the Guideline Premium Test, a new Segment will not be
established or created if we determine, when we process your election, that a
distribution from the policy will be required to maintain its qualification as
life insurance under federal tax law at any time during the Segment Term.

However, during a Segment Term if a distribution becomes necessary under the
force-out rules of Section 7702 of the Internal Revenue Code, it will be
deducted proportionately from the values in the Unloaned GIO (excluding the
Charge Reserve Amount) and in any variable investment option, including any
value in the MSO Holding Account but excluding any Segment Account Values.

If the Unloaned GIO (excluding the Charge Reserve Amount) and variable
investment options, including any value in the MSO Holding Account, are
insufficient to cover the force-out in its entirety, any remaining amount
required to be forced out will be taken from the individual Segments
proportionately, based on the current Segment Distribution Values.

ANY PORTION OF A FORCE-OUT DISTRIBUTION TAKEN FROM AN INDIVIDUAL SEGMENT WILL
GENERATE A CORRESPONDING EARLY DISTRIBUTION ADJUSTMENT OF THE SEGMENT ACCOUNT
VALUE.

If the Unloaned GIO (excluding the remaining Charge Reserve Amount), together
with the variable investment options including any value in the MSO Holding
Account, and the Segment Distribution Values, is still insufficient to cover
the force-out in its entirety, the remaining amount of the force-out will be
allocated to the Unloaned GIO and reduce or eliminate any remaining Charge
Reserve Amount under the Unloaned GIO.

LOANS

Please refer to the appropriate variable life insurance policy prospectus for
information regarding policy loan provisions.

You may specify how your loan is to be allocated among the MSO, the variable
investment options and the Unloaned GIO. Any portion of a requested loan
allocated to the MSO will be redeemed from the

                                      14

                DESCRIPTION OF THE MARKET STABILIZER OPTION(R)






individual Segments and the MSO Holding Account proportionately, based on the
value of the MSO Holding Account and the current Segment Distribution Values of
each Segment. Any portion allocated to an individual Segment will generate a
corresponding Early Distribution Adjustment of the Segment Account Value and be
subject to a higher guaranteed maximum loan spread (2% for policies with a
contract state of New York and Oregon and 5% for other policies).

If you do not specify or if we cannot allocate the loan according to your
specifications, we will allocate the loan proportionately from your values in
the Unloaned GIO (excluding the Charge Reserve Amount) and your values in the
variable investment options including the MSO Holding Account.

If the Unloaned GIO (excluding the remaining amount of the Charge Reserve
Amount), together with the variable investment options including any value in
the MSO Holding Account, are insufficient to cover the loan in its entirety,
the remaining amount of the loan will be allocated to the individual Segments
proportionately, based on current Segment Distribution Values.

ANY PORTION OF A LOAN ALLOCATED TO AN INDIVIDUAL SEGMENT WILL GENERATE A
CORRESPONDING EARLY DISTRIBUTION ADJUSTMENT OF THE SEGMENT ACCOUNT VALUE AND BE
SUBJECT TO A HIGHER GUARANTEED MAXIMUM LOAN SPREAD.

If the Unloaned GIO (excluding the remaining amount of the Charge Reserve
Amount), together with the variable investment options including any value in
the MSO Holding Account and the Segment Distribution Values, are still
insufficient to cover the loan in its entirety, the remaining amount of the
loan will be allocated to the Unloaned GIO and will reduce or eliminate the
remaining Charge Reserve Amount.

Loan interest is due on each policy anniversary. If the interest is not paid
when due, it will be added to your outstanding loan and allocated on the same
basis as monthly deductions. See "How we deduct policy monthly charges during a
Segment Term."

Whether or not any Segment is in effect and has not yet reached its Segment
Maturity Date, loan repayments will first reduce any loaned amounts that are
subject to the higher maximum loan interest spread. Loan repayments will first
be used to restore any amounts that, before being designated as loan
collateral, had been in the Unloaned GIO. Any portion of an additional loan
repayment allocated to the MSO at the policy owner's direction (or according to
premium allocation percentages) will be transferred to the MSO Holding Account
to await the next available Segment Start Date and will be subject to the same
conditions described earlier in this Prospectus.

PAID UP DEATH BENEFIT GUARANTEE

Please note that the MSO is not available while the Paid Up Death Benefit
Guarantee is in effect. Please see the appropriate variable life insurance
policy prospectus for more information.

REQUESTED FACE AMOUNT INCREASES

Please refer to the appropriate variable life insurance policy prospectus for
conditions that will apply for a requested face amount increase.

If you wish to make a face amount increase during a Segment Term, the MSO
requires that a minimum amount of policy account value be available to be
transferred into the Unloaned GIO (if not already present in the Unloaned GIO),
and that the balance after deduction of monthly charges remain there during the
longest remaining Segment Term subject to any loans as described above. This
minimum amount will be any amount necessary to supplement the existing Charge
Reserve Amount so as to be projected to be sufficient to cover all monthly
deductions during the longest remaining Segment Term. Such amount will be
determined assuming at the time such calculation is made that no interest or
investment performance is credited to or charged against the policy account
value, and that no further policy changes or additional premium payments are
made.

Any necessary transfers to supplement the amount already present in the
Unloaned GIO in order to meet this minimum requirement will take effect on the
effective date of the face amount increase. There will be no charge for this
transfer. Any transfer from the variable investment options including the MSO
Holding Account will be made in accordance with your directions. Your transfer
instructions will be requested as part of the process for requesting the face
amount increase. If the requested allocation is not possible due to
insufficient funds, the required amount will be transferred proportionately
from the variable investment options, as well as the MSO Holding Account. If
such transfers are not possible due to insufficient funds, your requested face
amount increase will be declined.

YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS

Please refer to the appropriate variable insurance policy prospectus for more
information regarding your right to cancel your policy within a certain number
of days. However, the policy prospectus provisions that address when amounts
will be allocated to the investment options do not apply to amounts allocated
to the MSO.

In those states that require us to return your premium without adjustment for
investment performance within a certain number of days, we will initially put
all amounts which you have allocated to the MSO into our EQ/Money Market
investment option. In this case, on the first business day following the later
of the twentieth day after your policy is issued or the Investment Start Date
(30th day in most states if your policy is issued as the result of a
replacement, 60th day in New York), we will reallocate those amounts to the MSO
Holding Account where they will remain until the next available Segment Start
Date, at which time such amounts will be transferred to a new Segment of the
MSO subject to meeting the conditions described in this Prospectus. However, if
we have not received all necessary requirements for your policy as of the day
your policy is issued, we will reallocate those amounts to the MSO Holding
Account on the 20th day (longer if your policy is issued as the result of a
replacement) following the date we receive all necessary requirements to put
your policy in force at our Administrative Office.

In all other states, any amounts allocated to the MSO will first be allocated
to the MSO Holding Account where they will remain for 20 days (unless the
policy is issued as the result of a replacement, in which case amounts in the
MSO Holding Account will remain there for 30 days (45 days in Pennsylvania)).
Thereafter, such amounts will be transferred to a new Segment of the MSO on the
next available Segment Start Date, subject to meeting the conditions described
in this Prospectus.

                                      15

                DESCRIPTION OF THE MARKET STABILIZER OPTION(R)







RIGHT TO DISCONTINUE AND LIMIT AMOUNTS ALLOCATED TO THE MSO

We reserve the right to restrict or terminate future allocations to the MSO at
any time. If this right were ever to be exercised by us, all Segments
outstanding as of the effective date of the restriction would be guaranteed to
continue uninterrupted until the Segment Maturity Date. As each such Segment
matured, the balance would be reallocated to the Unloaned GIO and/or variable
investment options per your instructions, or to the EQ/Money Market investment
option if no instructions are received. We may also temporarily suspend
offering Segments at any time and for any reason including emergency conditions
as determined by the Securities and Exchange Commission. We also reserve the
right to establish a maximum amount for any single policy that can be allocated
to the MSO.

ABOUT SEPARATE ACCOUNT NO. 67

Amounts allocated to the MSO are held in a "non-unitized" separate account we
have established under the New York Insurance Law. We own the assets of the
separate account, as well as any favorable investment performance on those
assets. You do not participate in the performance of the assets held in this
separate account. We may, subject to state law that applies, transfer all
assets allocated to the separate account to our general account. We guarantee
all benefits relating to your value in the MSO, regardless of whether assets
supporting the MSO are held in a separate account or our general account.

Our current plans are to invest separate account assets in fixed-income
obligations, including corporate bonds, mortgage-backed and asset-backed
securities, and government and agency issues. Futures, options and interest
rate swaps may be used for hedging purposes.

Although the above generally describes our plans for investing the assets
supporting our obligations under MSO, we are not obligated to invest those
assets according to any particular plan except as we may be required to by
state insurance laws.

                                      16

                DESCRIPTION OF THE MARKET STABILIZER OPTION(R)





5. Distribution of the policies

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

The MSO is only available only under certain variable life insurance policies
issued by AXA Equitable. Extensive information about the arrangements for
distributing the variable life insurance policies, including sales
compensation, is included under "Plan of Distribution" in the appropriate
variable life insurance policy prospectus and under "Distribution of the
Policies" in the statement of additional information that relates to that
prospectus. All of that information applies regardless of whether you choose to
use the MSO, and there is no additional plan of distribution or sales
compensation with respect to the MSO. There is also no change to the
information regarding the fact that the principal underwriter(s) is an
affiliate or an indirect wholly owned subsidiary of AXA Equitable.

                                      17

                         DISTRIBUTION OF THE POLICIES





6. Incorporation of certain documents by reference

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


AXA Equitable's Annual Report on Form 10-K for the period ended December 31,
2015 (the "Annual Report") is considered to be part of this Prospectus because
it is incorporated by reference.

AXA Equitable files reports and other information with the SEC, as required by
law. You may read and copy this information at the SEC's public reference
facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by
accessing the SEC's website at www.sec.gov. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. Under the Securities Act of 1933, AXA Equitable has filed with
the SEC a registration statement relating to the Market Stabilizer Option(R)
(the "Registration Statement"). This Prospectus has been filed as part of the
Registration Statement and does not contain all of the information set forth in
the Registration Statement.

After the date of this Prospectus and before we terminate the offering of the
securities under the Registration Statement, all documents or reports we file
with the SEC under the Securities Exchange Act of 1934 ("Exchange Act"), will
be considered to become part of this Prospectus because they are incorporated
by reference.

Any statement contained in a document that is or becomes part of this
Prospectus, will be considered changed or replaced for purposes of this
Prospectus if a statement contained in this Prospectus changes or is replaced.
Any statement that is considered to be a part of this Prospectus because of its
incorporation will be considered changed or replaced for the purpose of this
Prospectus if a statement contained in any other subsequently filed document
that is considered to be part of this Prospectus changes or replaces that
statement. After that, only the statement that is changed or replaced will be
considered to be part of this Prospectus.

We file the Registration Statement and our Exchange Act documents and reports,
including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q,
electronically according to EDGAR under CIK No.0000727920. The SEC maintains a
website that contains reports, proxy and information statements, and other
information regarding registrants that file electronically with the SEC. The
address of the site is www.sec.gov.

Upon written or oral request, we will provide, free of charge, to each person
to whom this Prospectus is delivered, a copy of any or all of the documents
considered to be part of this Prospectus because they are incorporated herein.
In accordance with SEC rules, we will provide copies of any exhibits
specifically incorporated by reference into the text of the Exchange Act
reports (but not any other exhibits). Requests for documents should be directed
to AXA Equitable Life Insurance Company, 1290 Avenue of the Americas, New York,
New York 10104. Attention: Corporate Secretary (telephone: (212) 554-1234). You
can access our website at www.axa.com or us.axa.com for those outside the U.S.


INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The consolidated financial statements of AXA Equitable Life Insurance Company
incorporated in this Prospectus by reference to the Annual Report on Form 10-K
for the year ended December 31, 2015 have been so incorporated in reliance on
the report of PricewaterhouseCoopers LLP, an independent registered public
accounting firm, given on the authority of said firm as experts in auditing and
accounting.


PricewaterhouseCoopers LLP provides independent audit services and certain
other non-audit services to AXA Equitable as permitted by the applicable SEC
independence rules, and as disclosed in AXA Equitable's Form 10-K.
PricewaterhouseCoopers LLP's address is 300 Madison Avenue, New York, New York
10017.

                                      18

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE





Appendix I: Early Distribution Adjustment Examples

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

              HYPOTHETICAL EARLY DISTRIBUTION ADJUSTMENT EXAMPLES

A. EXAMPLES OF EARLY DISTRIBUTION ADJUSTMENT TO DETERMINE SEGMENT DISTRIBUTION
VALUE

The following examples represent a policy owner who has invested in both
Segments 1 and 2. They are meant to show how much value is available to a
policy owner when there is a full surrender of the policy by the policy owner
or other full distribution from these Segments as well as the impact of Early
Distribution Adjustments on these Segments. The date of such hypothetical
surrender or distribution is the Valuation Date specified below and, on that
date, the examples assume 9 months remain until Segment 1's maturity date and 3
months remain until Segment 2's maturity date.

Explanation of formulas and derivation of Put Option Factors is provided in
notes (1)-(3) below.



------------------------------------------------------------------------------------------------------------------
  DIVISION OF MSO INTO                  SEGMENT 1                                SEGMENT 2
        SEGMENTS              (DISTRIBUTION AFTER 3 MONTHS)            (DISTRIBUTION AFTER 9 MONTHS)        TOTAL
------------------------------------------------------------------------------------------------------------------
                                                                                                   
Start Date                 3rd Friday of July, Calendar Year Y     3rd Friday of January, Calendar Year Y
------------------------------------------------------------------------------------------------------------------
Maturity Date             3rd Friday of July, Calendar Year Y+1   3rd Friday of January, Calendar Year Y+1
------------------------------------------------------------------------------------------------------------------
Segment Term                              1 year                                   1 year
------------------------------------------------------------------------------------------------------------------
Valuation Date            3rd Friday of October, Calendar Year Y   3rd Friday of October, Calendar Year Y
------------------------------------------------------------------------------------------------------------------
INITIAL SEGMENT ACCOUNT                   1,000                                    1,000                    2,000
------------------------------------------------------------------------------------------------------------------
Variable Index Benefit
 Charge                                   0.75%                                    0.75%
------------------------------------------------------------------------------------------------------------------
Remaining Segment Term      9 months / 12 months = 9/12 = 0.75       3 months / 12 months = 3/12 = 0.25
------------------------------------------------------------------------------------------------------------------


EXAMPLE I - THE INDEX IS DOWN 10% AT THE TIME OF THE EARLY DISTRIBUTION
ADJUSTMENT



-------------------------------------------------------------------------------------------------------------------------------
CHANGE IN INDEX VALUE                         -10%                                          -10%                       TOTAL
                                                                                                             
-------------------------------------------------------------------------------------------------------------------------------
Put Option Factor                           0.020673                                      0.003425
-------------------------------------------------------------------------------------------------------------------------------
                          Put Option Component:                         Put Option Component:
                          1000 * 0.020673 = 20.67                       1000 * 0.003425 = 3.43
                          Charge Refund Component:                      Charge Refund Component:
                          1000 * 0.75 * (0.0075 / (1 - 0.0075)) = 5.67  1000 * 0.25 * (0.0075 / (1 - 0.0075)) = 1.89
Early Distribution        Total EDA:                                    Total EDA:
 Adjustment               20.67 - 5.67 = 15.00                          3.43 - 1.89 = 1.54                             16.54
-------------------------------------------------------------------------------------------------------------------------------
SEGMENT DISTRIBUTION
 VALUE                               1000 - 15.00 = 985.00                          1000 - 1.54 = 998.46              1,983.46
-------------------------------------------------------------------------------------------------------------------------------
% change in principal
due to the Put Option
Component                                   -2.067%                                       -0.343%
-------------------------------------------------------------------------------------------------------------------------------
% change in principal
due to the Charge Refund
Component                                    0.567%                                        0.189%
-------------------------------------------------------------------------------------------------------------------------------
Total % change in
Segment Account Value
due to the EDA                               -1.50%                                        -0.15%
-------------------------------------------------------------------------------------------------------------------------------


                                      I-1

              APPENDIX I: EARLY DISTRIBUTION ADJUSTMENT EXAMPLES







EXAMPLE II - THE INDEX IS UP 10% AT THE TIME OF THE EARLY DISTRIBUTION
ADJUSTMENT



-------------------------------------------------------------------------------------------------------------------------------
CHANGE IN INDEX VALUE                         10%                                           10%                        TOTAL
                                                                                                             
-------------------------------------------------------------------------------------------------------------------------------
Put Option Factor                           0.003229                                      0.000037
-------------------------------------------------------------------------------------------------------------------------------
                          Put Option Component:                         Put Option Component:
                          1000 * 0.003229 = 3.23                        1000 * 0.000037 = 0.04
                          Charge Refund Component:                      Charge Refund Component:
                          1000 * 0.75 * (0.0075 / (1 - 0.0075)) = 5.67  1000 * 0.25 * (0.0075 / (1 - 0.0075)) = 1.89
Early Distribution        Total EDA:                                    Total EDA:
 Adjustment               3.23 - 5.67 = -2.44                           0.04 - 1.89 = -1.85                            -4.29
-------------------------------------------------------------------------------------------------------------------------------
SEGMENT DISTRIBUTION
 VALUE                              1000 - (-2.44) = 1002.44                      1000 - (-1.85) = 1001.85            2,004.29
-------------------------------------------------------------------------------------------------------------------------------
% change in principal
due to the Put Option
Component                                   -0.323%                                        -.004%
-------------------------------------------------------------------------------------------------------------------------------
% change in principal
due to the Charge Refund
Component                                    0.567%                                        0.189%
-------------------------------------------------------------------------------------------------------------------------------
Total % change in
Segment Account Value
due to the EDA                               0.244%                                        0.185%
-------------------------------------------------------------------------------------------------------------------------------


EXAMPLE III - THE INDEX IS DOWN 40% AT THE TIME OF THE EARLY DISTRIBUTION
ADJUSTMENT



-------------------------------------------------------------------------------------------------------------------------------
CHANGE IN INDEX VALUE                         -40%                                          -40%                       TOTAL
                                                                                                             
-------------------------------------------------------------------------------------------------------------------------------
Put Option Factor                           0.163397                                      0.152132
-------------------------------------------------------------------------------------------------------------------------------
                          Put Option Component:                         Put Option Component:
                          1000 * 0.163397 = 163.40                      1000 * 0.152132 = 152.13
                          Charge Refund Component:                      Charge Refund Component:
                          1000 * 0.75 * (0.0075 / (1 - 0.0075)) = 5.67  1000 * 0.25 * (0.0075 / (1 - 0.0075)) = 1.89
Early Distribution        Total EDA:                                    Total EDA:
 Adjustment               163.40 - 5.67 = 157.73                        152.13 - 1.89 = 150.24                         307.97
-------------------------------------------------------------------------------------------------------------------------------
SEGMENT DISTRIBUTION
 VALUE                               1000 - 157.73 = 842.27                        1000 - 150.24 = 849.76             1,692.03
-------------------------------------------------------------------------------------------------------------------------------
% change in principal
due to the Put Option
Component                                   -16.34%                                       -15.213%
-------------------------------------------------------------------------------------------------------------------------------
% change in principal
due to the Charge Refund
Component                                    0.567%                                        0.189%
-------------------------------------------------------------------------------------------------------------------------------
Total % change in
Segment Account Value
due to the EDA                              -15.773%                                      -15.024%
-------------------------------------------------------------------------------------------------------------------------------


EXAMPLE IV - THE INDEX IS UP 40% AT THE TIME OF THE EARLY DISTRIBUTION
ADJUSTMENT



-------------------------------------------------------------------------------------------------------------------------------
CHANGE IN INDEX VALUE                         40%                                           40%                        TOTAL
                                                                                                             
-------------------------------------------------------------------------------------------------------------------------------
Put Option Factor                           0.000140                                      0.000000
-------------------------------------------------------------------------------------------------------------------------------
                          Put Option Component:                         Put Option Component:
                          1000 * 0.000140 = 0.14                        1000 * .000000 = 0.00
                          Charge Refund Component:                      Charge Refund Component:
                          1000 * 0.75 * (0.0075 / (1 - 0.0075)) = 5.67  1000 * 0.25 * (0.0075 / (1 - 0.0075)) = 1.89
Early Distribution        Total EDA:                                    Total EDA:
 Adjustment               0.14 - 5.67 = -5.53                           0.00 - 1.89 = -1.89                            -7.42
-------------------------------------------------------------------------------------------------------------------------------
SEGMENT DISTRIBUTION
 VALUE                              1000 - (-5.53) = 1005.53                      1000 - (-1.89) = 1001.89            2,007.42
-------------------------------------------------------------------------------------------------------------------------------
% change in principal
due to the Put Option
Component                                   -0.014%                                          0%
-------------------------------------------------------------------------------------------------------------------------------
% change in principal
due to the Charge Refund
Component                                    0.567%                                        0.189%
-------------------------------------------------------------------------------------------------------------------------------
Total % change in
Segment Account Value
due to the EDA                               0.553%                                        0.189%
-------------------------------------------------------------------------------------------------------------------------------

(1)Early Distribution Adjustment = (Segment Account Value) x [ (Put Option
   Factor)-(Number of days between Valuation Date and Maturity Date)/(Number of
   days between Start Date and Maturity Date) x ( 0.0075 / (1-0.0075) )]. The
   denominator of the charge refund component of this formula, I.E.,
   "(1-0.0075)," is an adjustment that is necessary in order for the pro rata
   refund of the Variable Index Benefit Charge to be based on the gross amount
   on which that charge was paid by the policy owner on the Segment Start Date.
(2)Segment Distribution Value = (Segment Account Value)-(Early Distribution
   Adjustment).
(3)Derivation of Put Option Factor: In practice, the Put Option Factor will be
   calculated based on a Black Scholes model, with input values which are
   consistent with current market prices. We will utilize implied volatility
   quotes-the standard measure used by the market to quote option prices-as an
   input to a Black Scholes model in order to derive the estimated market
   prices. The input values to the Black Scholes model that have been utilized
   to generate the hypothetical examples above are as follows: (1) Implied
   volatility -25%; (2) Libor rate corresponding to remainder of segment term
   -1.09% annually; (3) Index dividend yield -2% annually.

                                      I-2

              APPENDIX I: EARLY DISTRIBUTION ADJUSTMENT EXAMPLES







B. EXAMPLE OF AN EARLY DISTRIBUTION ADJUSTMENT CORRESPONDING TO A LOAN
  ALLOCATED TO SEGMENTS, FOR THE SEGMENT DISTRIBUTION VALUES AND SEGMENT
  ACCOUNT VALUES LISTED ABOVE FOR A CHANGE IN INDEX VALUE OF -40%

This example is meant to show the effect on a policy if, rather than a full
distribution, you took a loan in the circumstances outlined in Example III
above when the Index is down 40%. Thus the policy owner is assumed to have an
initial Segment Account Value of 1,000 in each of Segment 1 and Segment 2. It
is also assumed that 9 months remain until Segment 1's maturity date and 3
months remain until Segment 2's maturity date.

Loan Amount: 750
Loan Date: 3rd Friday of October, Calendar Year Y

Explanation of formulas is provided in notes (a)-(d) below.

THE INDEX IS DOWN 40% AT THE TIME OF THE EARLY DISTRIBUTION ADJUSTMENT



---------------------------------------------------------------------------------------
CHANGE IN INDEX VALUE                                          -40%     -40%    TOTAL
---------------------------------------------------------------------------------------
                                                                      
Segment Account Value before Loan                            1,000.00 1,000.00 2,000.00
---------------------------------------------------------------------------------------
Loan Allocation/(a)/                                           373.34   376.66   750.00
---------------------------------------------------------------------------------------
EARLY DISTRIBUTION ADJUSTMENT/(b)/                              69.91    66.59   136.55
---------------------------------------------------------------------------------------
Segment Account Value after Loan/(c)/                          556.73   556.72 1,113.45
---------------------------------------------------------------------------------------
Segment Distribution Value after Loan/(d)/                     468.93   473.10   942.03
---------------------------------------------------------------------------------------

(a)When more than one Segment is being used, we would allocate the loan between
   the Segments proportionately to the Segment Distribution Value in each. We
   take the Segment Distribution Value of each Segment (shown in Example III
   above) and divide it by the total Segment Distribution Values for Segments 1
   and 2. This gives us the proportionate amount of the loan that should be
   allocated to each Segment. For example, for Segment 1, that would be 750 x
   (842.27/1,692.03) = 373.34
(b)This is the Early Distribution Adjustment that would be deducted from each
   Segment, as a result of the loan, based on the amount of the loan that is
   allocated to that Segment. It is equal to a percentage of the Early
   Distribution Adjustment that would apply if a full distribution from the
   Segment were being made, rather than only a partial distribution. This
   percentage would be 44.32545% for Segment 1 in this example: i.e., 373.34
   (the amount of reduction in Segment Distribution Value as a result of the
   loan) divided by 842.27 (the Segment Distribution Value before the loan).
   Thus, the Early Distribution Adjustment that is deducted for Segment 1 due
   to the loan in this example would be 69.91 (i.e., 44.32545% of the 157.73
   Early Distribution adjustment shown in Example III above that would apply if
   a full rather than only a partial distribution from the Segment were being
   made). Of this 69.91, 72.43 would be attributable to the Put Option
   Component and -2.51 would be attributable to the Charge Refund Component
   (which are calculated by applying 44.32545% to the 163.40 Put Option
   Component and the 5.67 Charge Refund Component shown in Example III).
   Similarly, the Early Distribution Adjustment deducted as a result of the
   loan from Segment 2 would be 66.59, of which 67.43 would be attributable to
   the Put Option Component and -0.84 would be attributable to the Charge
   Refund Component.
(c)The Segment Account Value after Loan represents the Segment Account Value
   before Loan minus the Loan Allocation and the Early Distribution Adjustment.
   For example, for Segment 1, that would be 1,000 - 373.34 - 69.93 = 556.73.
(d)Segment Distribution Value after Loan represents the amount a policy owner
   would receive from a Segment if they decided to surrender their policy
   immediately after this loan transaction. We would take the pre-loan Segment
   Distribution Value (shown in Example III above) and subtract the Loan
   Allocation. For example, for Segment 1, that would be 842.27 - 373.34 =
   468.93.

                                      I-3

              APPENDIX I: EARLY DISTRIBUTION ADJUSTMENT EXAMPLES





Incentive Life Optimizer(R) II

An individual flexible premium variable life insurance policy issued by AXA
Equitable Life Insurance Company with variable investment options offered under
AXA Equitable's Separate Account FP.


PROSPECTUS DATED MAY 1, 2016


PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE. IT CONTAINS
IMPORTANT INFORMATION THAT YOU SHOULD KNOW BEFORE PURCHASING, OR TAKING ANY
OTHER ACTION UNDER A POLICY. THIS PROSPECTUS SUPERSEDES ALL PRIOR PROSPECTUSES
AND SUPPLEMENTS. ALSO, YOU SHOULD READ THE PROSPECTUSES FOR EACH TRUST, WHICH
CONTAIN IMPORTANT INFORMATION ABOUT THE PORTFOLIOS.

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

This prospectus describes the Incentive Life Optimizer(R) II policy, but is not
itself a policy. This prospectus is a disclosure document and describes all of
the policy's material features, benefits, rights and obligations, as well as
other information. The description of the policy's material provisions in this
prospectus is current as of the date of this prospectus. If certain material
provisions under the policy are changed after the date of this prospectus in
accordance with the policy, those changes will be described in a supplement to
this prospectus. You should carefully read this prospectus in conjunction with
any applicable supplements. Certain optional features and benefits described in
the prospectus may not be available at the time you purchase the policy. We
reserve the right to restrict availability of any optional feature or benefit.
In addition, not all optional features and benefits may be available in
combination with other optional features and benefits. To make this prospectus
easier to read, we sometimes use different words than the policy. AXA Equitable
or your financial professional can provide any further explanation about your
policy.

Although this prospectus is primarily designed for potential purchasers of the
policy, you may have previously purchased a policy and be receiving this
prospectus as a current policy owner. If you are a current policy owner, you
should note that the options, features and charges of the policy may have
varied over time. For more information about the particular options, features
and charges applicable to you, please contact your financial professional
and/or refer to your policy. For information about income, estate and gift
taxes in connection with life insurance policies as well as possible estate and
gift tax consequences associated with the death benefits, please see the Tax
information section later in this prospectus, including the information under
"Estate, gift, and generation-skipping taxes".

WHAT IS INCENTIVE LIFE OPTIMIZER(R) II?

Incentive Life Optimizer(R) II provides life insurance coverage, plus the
opportunity for you to earn a return in our guaranteed interest option, the
Market Stabilizer Option(R) and/or one or more of the following variable
investment options:

VARIABLE INVESTMENT OPTIONS
--------------------------------------------------------------------------------
.. All Asset Aggressive-Alt 25
.. All Asset Growth-Alt 20
.. All Asset Moderate Growth-Alt 15
.. American Century VP Mid Cap Value
.. American Funds Insurance Series(R) Global Small Capitalization Fund/SM/
.. American Funds Insurance Series(R) New World Fund(R)
.. AXA Balanced Strategy/(1)/
.. AXA Conservative Growth Strategy/(1)/
.. AXA Conservative Strategy/(1)/
.. AXA 400 Managed Volatility
.. AXA 500 Managed Volatility
.. AXA 2000 Managed Volatility
.. AXA Global Equity Managed Volatility
.. AXA Growth Strategy/(1)/
.. AXA International Core Managed Volatility
.. AXA International Managed Volatility
.. AXA International Value Managed Volatility
.. AXA Large Cap Core Managed Volatility
.. AXA Large Cap Growth Managed Volatility
.. AXA Large Cap Value Managed Volatility
.. AXA Mid Cap Value Managed Volatility
.. AXA Moderate Growth Strategy/(1)/

.. AXA SmartBeta Equity/(2)/

.. Charter/SM/ Multi-Sector Bond
.. Charter/SM/ Small Cap Growth
.. Charter/SM/ Small Cap Value

.. AXA/AB Small Cap Growth

.. AXA/Loomis Sayles Growth
.. EQ/BlackRock Basic Value Equity
.. EQ/Boston Advisors Equity Income
.. EQ/Calvert Socially Responsible
.. EQ/Capital Guardian Research
.. EQ/Common Stock Index
--------------------------------------------------------------------------------
VARIABLE INVESTMENT OPTIONS
--------------------------------------------------------------------------------

.. EQ/Convertible Securities/(2)/

.. EQ/Core Bond Index
.. EQ/Equity 500 Index
.. EQ/GAMCO Mergers and Acquisitions
.. EQ/GAMCO Small Company Value
.. EQ/Global Bond PLUS
.. EQ/Intermediate Government Bond

.. EQ/International Equity Index

.. EQ/Invesco Comstock
.. EQ/JPMorgan Value Opportunities
.. EQ/Large Cap Growth Index
.. EQ/Large Cap Value Index
.. EQ/MFS International Growth
.. EQ/Mid Cap Index
.. EQ/Money Market
.. EQ/Morgan Stanley Mid Cap Growth
.. EQ/PIMCO Ultra Short Bond
.. EQ/Quality Bond PLUS
.. EQ/Small Company Index
.. EQ/T. Rowe Price Growth Stock
.. EQ/UBS Growth and Income
.. EQ/Wells Fargo Omega Growth
.. Fidelity(R) VIP Contrafund(R)
.. Fidelity(R) VIP Growth & Income
.. Fidelity(R) VIP Mid Cap
.. Franklin Mutual Shares VIP
.. Franklin Rising Dividends VIP
.. Franklin Small Cap Value VIP
.. Franklin Strategic Income VIP
.. Goldman Sachs VIT Mid Cap Value
.. Invesco V.I. Global Real Estate
.. Invesco V.I. International Growth
.. Invesco V.I. Mid Cap Core Equity
.. Invesco V.I. Small Cap Equity
.. Ivy Funds VIP Energy
.. Ivy Funds VIP High Income
.. Ivy Funds VIP Mid Cap Growth
.. Ivy Funds VIP Science and Technology
.. Ivy Funds VIP Small Cap Growth
.. Lazard Retirement Emerging Markets Equity
.. MFS(R) International Value
.. MFS(R) Investors Trust

.. MFS(R) Massachusetts Investors Growth Stock

.. Multimanager Aggressive Equity
.. Multimanager Core Bond
.. Multimanager Mid Cap Growth
.. Multimanager Mid Cap Value
.. Multimanager Technology
.. PIMCO CommodityRealReturn(R) Strategy
.. PIMCO Real Return
.. PIMCO Total Return

.. Target 2025 Allocation
.. Target 2035 Allocation
.. Target 2045 Allocation
.. Target 2055 Allocation
.. T. Rowe Price Equity Income II

.. Templeton Developing Markets VIP
.. Templeton Global Bond VIP
.. Templeton Growth VIP

.. VanEck VIP Global Hard Assets

--------------------------------------------------------------------------------
(1)Also referred to as an "AXA Strategic Allocation investment option" in this
   prospectus.

(2)This variable investment option will be available on or about May 20, 2016,
   subject to regulatory approval. Please see "About the Portfolios of the
   Trusts" later in this prospectus for more information.


Amounts that you allocate under your policy to any of the variable investment
options are invested in a corresponding "Portfolio" that is part of one of the
trusts (the "Trusts"), which are mutual funds. Please see "About the Portfolios
of the Trusts" for more detailed information about the Portfolios and the
Trusts. Your investment results in a variable investment option will depend on
those of the related Portfolio. Any gains will generally be tax deferred and
the life insurance benefits we pay if the policy's insured person dies will
generally be income tax free. If you are the policy's owner and the insured
person, the death benefit will generally be includible in your estate for
purposes of federal estate tax.



THE SECURITIES AND EXCHANGE COMMISSION ("SEC") HAS NOT APPROVED OR DISAPPROVED
THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE POLICIES 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.


                                                      Catalog No. 145327 (5/16)
                                                               #36448/AA & ADLL








THE MARKET STABILIZER OPTION(R). The Market Stabilizer Option(R) ("MSO") is an
investment option that is also available under this policy. The option provides
for participation in the performance of the S&P 500 Price Return index which
excludes dividends, (the "Index") up to the Growth Cap Rate that we set on the
Segment Start Date. On the Segment Maturity Date, we will apply the
Index-Linked Rate of Return to the Segment Account Value based on the
performance of the Index. If the performance of the Index has been positive for
the Segment Term and equal to or below the Growth Cap Rate, we will apply to
the Segment Account Value an Index-Linked Rate of Return equal to the full
Index performance. If the performance of the Index has been positive for the
Segment Term and above the Growth Cap Rate, we will apply an Index-Linked Rate
of Return equal to the Growth Cap Rate. If the Index has negative performance,
the Index-Linked Rate of Return will be 0% unless the Index performance goes
below -25% for the Segment Term. In that case only the negative performance in
excess of -25% will be applied to the Segment Account Value. Please see "About
the Market Stabilizer Option(R)" for more information and definitions of terms
associated with the MSO.

--------------------------------------------------------------------------------
PLEASE NOTE THAT YOU WILL NOT BE CREDITED WITH ANY POSITIVE INDEX PERFORMANCE
WITH RESPECT TO AMOUNTS THAT ARE REMOVED FROM A SEGMENT PRIOR TO THE SEGMENT
MATURITY DATE. EVEN WHEN THE INDEX PERFORMANCE HAS BEEN POSITIVE, SUCH EARLY
REMOVALS WILL CAUSE YOU TO LOSE SOME PRINCIPAL. PLEASE SEE "EARLY DISTRIBUTION
ADJUSTMENT" LATER IN THIS PROSPECTUS.
--------------------------------------------------------------------------------

OTHER CHOICES YOU HAVE. You have considerable flexibility to tailor the policy
to meet your needs. For example, subject to our rules, you can (1) choose when
and how much you contribute (as "premiums") to your policy, (2) pay certain
premium amounts to guarantee that your insurance coverage will continue for at
least a certain number of policy years, regardless of investment performance,
(3) borrow or withdraw amounts you have accumulated, (4) choose between two
life insurance death benefit options, (5) increase or decrease the amount of
insurance coverage, (6) elect to receive an insurance benefit if the insured
person becomes terminally ill, and (7) obtain certain optional benefits that we
offer by "riders" to your policy.

OTHER AXA EQUITABLE POLICIES. We offer a variety of fixed and variable life
insurance policies which offer policy features, including investment options,
that are different from those offered by this prospectus. Not every policy or
feature is offered through your financial professional. Replacing existing
insurance with Incentive Life Optimizer(R) II or another policy may not be to
your advantage. You can contact us to find out more about any other AXA
Equitable insurance policy.

-------------
The Market Stabilizer Option(R) is not sponsored, endorsed, sold or promoted by
Standard & Poor's ("S&P") or its third party licensors. Neither S&P nor its
third party licensors makes any representation or warranty, express or implied,
to the owners of the Market Stabilizer Option(R) or any member of the public
regarding the advisability of investing in securities generally or in the
Market Stabilizer Option(R) particularly or the ability of the S&P 500 Price
Return index (the "Index") to track general stock market performance. S&P's and
its third party licensor's only relationship to AXA Equitable is the licensing
of certain trademarks and trade names of S&P and the third party licensors and
of the Index which is determined, composed and calculated by S&P or its third
party licensors without regard to AXA Equitable or the Market Stabilizer
Option(R). S&P and its third party licensors have no obligation to take the
needs of AXA Equitable or the owners of the Market Stabilizer Option(R) into
consideration in determining, composing or calculating the Index. Neither S&P
nor its third party licensors is responsible for and has not participated in
the determination of the prices and amount of the Market Stabilizer Option(R)
or the timing of the issuance or sale of the Market Stabilizer Option(R) or in
the determination or calculation of the equation by which the Market Stabilizer
Option(R) is to be converted into cash. S&P has no obligation or liability in
connection with the administration, marketing or trading of the Market
Stabilizer Option(R).







Contents of this Prospectus

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

                                                                          
Definitions of Key Terms                                                      5

--------------------------------------------------------------------------------
1. RISK/BENEFIT SUMMARY: CHARGES AND EXPENSES YOU WILL PAY                    7
--------------------------------------------------------------------------------
Tables of policy charges                                                      7
How we allocate charges among your investment options                        10
Changes in charges                                                           10

--------------------------------------------------------------------------------
2. RISK/BENEFIT SUMMARY: POLICY FEATURES, BENEFITS AND RISKS                 11
--------------------------------------------------------------------------------
How you can pay for and contribute to your policy                            11
The minimum amount of premiums you must pay                                  11
You can guarantee that your policy will not terminate before a certain date  12
You can elect a "paid up" death benefit guarantee                            13
You can receive an accelerated death benefit under the Long-Term Care
  Services/SM/ Rider                                                         13
Investment options within your policy                                        13
About your life insurance benefit                                            15
Alternative higher death benefit in certain cases                            15
You can increase or decrease your insurance coverage                         16
Accessing your money                                                         17
Risks of investing in a policy and the Market Stabilizer Option(R)           18
How the Incentive Life Optimizer(R) II variable life insurance policy is
  available                                                                  19

--------------------------------------------------------------------------------
3. WHO IS AXA EQUITABLE?                                                     20
--------------------------------------------------------------------------------
How to reach us                                                              21
About our Separate Account FP                                                21
About Separate Account No. 67                                                22
Your voting privileges                                                       22
About the Trusts                                                             22

--------------------------------------------------------------------------------
4. ABOUT THE PORTFOLIOS OF THE TRUSTS                                        23
--------------------------------------------------------------------------------
Portfolios of the Trusts                                                     24



-------------
"We," "our" and "us" refer to AXA Equitable. "Financial professional" means the
registered representative of either AXA Advisors or an unaffiliated broker
dealer which has entered into a selling agreement with AXA Distributors who is
offering you this policy.

When we address the reader of this Prospectus with words such as "you" and
"your," we mean the person or persons having the right or responsibility that
the prospectus is discussing at that point. This usually is the policy's owner.
If a policy has more than one owner, all owners must join in the exercise of
any rights an owner has under the policy, and the word "owner" therefore refers
to all owners.


When we use the word "state" we also mean any other local jurisdiction whose
laws or regulations affect a policy.

This prospectus does not offer Incentive Life Optimizer(R) II anywhere such
offers are not lawful. AXA Equitable does not authorize any information or
representation about the offering other than that contained or incorporated in
this prospectus, in any current supplements thereto, or in any related sales
materials authorized by AXA Equitable.

                                      3

                          CONTENTS OF THIS PROSPECTUS







                                                                          
--------------------------------------------------------------------------------
5. ABOUT THE MARKET STABILIZER OPTION(R) (APPLICABLE ONLY IF ALLOCATING
  AMOUNTS TO THE MSO)                                                        32
--------------------------------------------------------------------------------
Definitions                                                                  32
Description of the Market Stabilizer Option(R)                               33

--------------------------------------------------------------------------------
6. DETERMINING YOUR POLICY'S VALUE                                           42
--------------------------------------------------------------------------------
Your policy account value                                                    42

--------------------------------------------------------------------------------
7. TRANSFERRING YOUR MONEY AMONG OUR INVESTMENT OPTIONS                      43
--------------------------------------------------------------------------------
Transfers you can make                                                       43
How to make transfers                                                        44
Our automatic transfer service                                               44
Our asset rebalancing service                                                44

--------------------------------------------------------------------------------
8. ACCESSING YOUR MONEY                                                      45
--------------------------------------------------------------------------------
Borrowing from your policy                                                   45
Loan extension (for guideline premium test policies only)                    46
Making withdrawals from your policy                                          47
Surrendering your policy for its net cash surrender value                    47
Your option to receive a terminal illness living benefit under the Living
  Benefits Rider                                                             48

--------------------------------------------------------------------------------
9. TAX INFORMATION                                                           49
--------------------------------------------------------------------------------
Basic income tax treatment for you and your beneficiary                      49
Tax treatment of distributions to you (loans, partial withdrawals, and full
  surrender)                                                                 49
Tax treatment of Living Benefits Rider or Long-Term Care Services/SM/ Rider
  under a policy with the applicable rider                                   50
Business and employer owned policies                                         51
Requirement that we diversify investments                                    51
Estate, gift, and generation-skipping taxes                                  52
Pension and profit-sharing plans                                             52
Split-dollar and other employee benefit programs                             52
ERISA                                                                        52
3.8% Tax on Net Investment Income or "NII"                                   52
Our taxes                                                                    52
When we withhold taxes from distributions                                    53
Possibility of future tax changes and other tax information                  53

--------------------------------------------------------------------------------
10. MORE INFORMATION ABOUT POLICY FEATURES AND  BENEFITS                     54
--------------------------------------------------------------------------------
Guarantee premium test for the no-lapse guarantees                           54
Paid up death benefit guarantee                                              54
Other benefits you can add by rider                                          55
Customer loyalty credit                                                      60
Variations among Incentive Life Optimizer(R) II policies                     61
Your options for receiving policy proceeds                                   61
Your right to cancel within a certain number of days                         61




                                                                          
--------------------------------------------------------------------------------
11. MORE INFORMATION ABOUT CERTAIN POLICY CHARGES                            62
--------------------------------------------------------------------------------
Deducting policy charges                                                     62
Charges that the Trusts deduct                                               66

--------------------------------------------------------------------------------
12. MORE INFORMATION ABOUT PROCEDURES THAT APPLY TO  YOUR POLICY             67
--------------------------------------------------------------------------------
Dates and prices at which policy events occur                                67
Policy issuance                                                              68
Ways to make premium and loan payments                                       68
Assigning your policy                                                        68
You can change your policy's insured person                                  69
Requirements for surrender requests                                          69
Gender-neutral policies                                                      69
Future policy exchanges                                                      69
Broker transaction authority                                                 69

--------------------------------------------------------------------------------
13. MORE INFORMATION ABOUT OTHER MATTERS                                     70
--------------------------------------------------------------------------------
About our general account                                                    70
Transfers of your policy account value                                       70
Telephone and Internet requests                                              71
Cybersecurity                                                                72
Suicide and certain misstatements                                            72
When we pay policy proceeds                                                  72
Changes we can make                                                          72
Reports we will send you                                                     73
Distribution of the policies                                                 73
Legal proceedings                                                            75

--------------------------------------------------------------------------------
14. FINANCIAL STATEMENTS OF SEPARATE ACCOUNT FP AND  AXA EQUITABLE           76
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
15.INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE                           77
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
16.PERSONALIZED ILLUSTRATIONS                                                78
--------------------------------------------------------------------------------
Illustrations of policy benefits                                             78




                                                                 
--------------------------------------------------------------------------------
APPENDICES
--------------------------------------------------------------------------------
  I   --   Hypothetical illustrations                                       I-1
 II   --   MSO Early Distribution Adjustment Examples                      II-1
III   --   Calculating the alternate death benefit                        III-1
 IV   --   Policy variations                                               IV-1
  V   --   State policy availability and/or variations of certain
             features and benefits                                          V-1

--------------------------------------------------------------------------------
REQUESTING MORE INFORMATION
  Statement of Additional Information
  Table of contents
--------------------------------------------------------------------------------



                                      4

                          CONTENTS OF THIS PROSPECTUS





Definitions of Key Terms


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

ALTERNATIVE DEATH BENEFIT -- the alternate higher death benefit is based upon
the life insurance qualification test that you choose. We will automatically
pay an alternative death benefit if it is higher than the basic death benefit
option you have selected.

AMOUNT AT RISK -- our amount at risk on any date is the difference between
(a) the death benefit that would be payable if the insured person died on that
date and (b) the then total account value under the policy.

BENEFICIARY -- the person or entity you designate to receive the death benefit
payable at the death of the Insured.

BUSINESS DAY -- is generally any day the New York Stock Exchange ("NYSE") is
open for regular trading and generally ends at 4:00 p.m. Eastern Time (or as of
an earlier close of regular trading). A business day does not include a day on
which we are not open due to emergency conditions determined by the Securities
and Exchange Commission. We may also close early due to such emergency
conditions. Premium payments will be applied and any other transaction requests
will be processed when they are received along with all the required
information unless another date applies as indicated below.

..   If your premium payment, transfer or any other transaction request
    containing all the required information reaches us on any of the following,
    we will use the next business day:

   -- on a non-business day;

   -- after 4:00 p.m. Eastern Time on a business day; or

   -- after an early close of regular trading on the NYSE on a business day.

CASH SURRENDER VALUE -- the cash surrender value is equal to the difference
between your policy account value and any surrender charges that are in effect
under your policy.

COST OF INSURANCE CHARGE -- the monthly cost of insurance charge is determined
by multiplying the cost of insurance rate that is then applicable to your
policy by the amount we have at risk under your policy divided by $1,000.

COST OF INSURANCE RATES -- the cost of insurance rates vary depending on a
number of factors, including, but not limited to, the individual
characteristics of the insured, the face amount and the policy year.

CUSTOMER LOYALTY CREDIT -- a customer loyalty credit is provided for policies
that have been in force for more than 8 years. This is added to your policy
account value each month.

ENHANCED NO LAPSE GUARANTEE -- the enhanced no lapse guarantee is an optional
rider that may be elected at issue at no additional charge that provides a
longer guarantee period than described below with a possible higher and/or
longer premium requirement, provided that you allocate all of your policy
account value to any of the AXA Strategic Allocation investment options.

FACE AMOUNT -- represents the amount of insurance coverage you want on the life
of the insured person.

GUARANTEED INTEREST ACCOUNT -- is a fixed account that is part of our General
Account.

GUARANTEE PREMIUM -- you can generally guarantee that your policy will not
terminate for a number of years by paying at least certain specified amounts of
premiums. We call these amounts "guarantee premiums" and they will be set forth
in your policy.

INSURED -- the person on whose life we base this policy.

LONG-TERM CARE SERVICES/SM/ RIDER -- subject to restrictions, this is an
optional rider that may be elected at issue that provides for the acceleration
of the policy death benefit as a payment of a portion of the policy's death
benefit each month as a result of the insured person being a chronically ill
individual who is receiving qualified long-term care services.


MARKET STABILIZER OPTION(R) ("MSO") -- the MSO is an optional rider that
provides a rate of return tied to the performance of the S&P 500 Price Return
Index.


NET CASH SURRENDER VALUE -- The net cash surrender value equals your policy
account value, minus any outstanding loan and unpaid loan interest, minus any
amount of your policy account value that is "restricted" as a result of
previously distributed terminal illness living benefits, and further reduced
for any monthly benefit payments under the Long-Term Care Services/SM/ Rider,
and minus any surrender charge that then remains applicable. If you have any
policy account value in the MSO, the Segment Distribution Value and not the
Segment Account Value will be used to calculate your policy account value for
the purpose of determining your net cash surrender value.

NET POLICY ACCOUNT VALUE -- your "net policy account value" is the total of
(i) your amounts in our variable investment options, (ii) your Segment Account
Value(s), (iii) your amounts in our guaranteed interest option, (iv) plus any
interest credited on loaned amounts, minus any interest accrued on outstanding
loans and minus any "restricted" amounts that we hold in the guaranteed
interest option as a result of any payment received under a Living Benefits
Rider.

NO-LAPSE GUARANTEE -- provides a guarantee against policy termination for a
specific period of time.

OWNER -- the owner of the policy. "You" or "your" refers to the owner.

PAID UP DEATH BENEFIT GUARANTEE -- the "paid up" death benefit provides an
opportunity to lock in all or a portion of your policy's death benefit without
making additional premium payments.

POLICY -- the policy with any attached application(s), any riders, and any
endorsements.

POLICY ACCOUNT VALUE -- your policy account value is the total of (i) your
amounts in our variable investment options, (ii) your Segment

                                      5

                           DEFINITIONS OF KEY TERMS






Account Value(s), (iii) your amounts in our guaranteed interest option (other
than in (iv)), and (iv) any amounts that we are holding to secure policy loans
that you have taken (including any interest on those amounts which has not yet
been allocated to the investment options).

PREMIUM PAYMENTS -- We call the amounts you contribute to your policy
"premiums" or "premium payments."

REGISTER DATE -- Your policy's "register date" will be shown in your policy and
is the date from which we measure the months, years and anniversaries of your
policy. Your register date is determined as described in "Policy issuance"
under "More information about procedures that apply to your policy" later in
this prospectus.

SEGMENT MATURITY GIO LIMITATION -- A specified percentage limitation on the
amount of your Segment Maturity Value that may be allocated to the guaranteed
interest option. AXA Equitable reserves the right to implement a specified
percentage limitation on the amount of your Segment Maturity Value that may be
allocated to the guaranteed interest option. The specified percentage
limitation can be changed at anytime, but it will never be less than 5% of your
Segment Maturity Value. We will transfer any portion of your Segment Maturity
Value that is allocated to the guaranteed interest option in excess of the
Segment Maturity GIO Limitation to the EQ/Money Market variable investment
option unless we receive your instructions prior to the Segment Maturity Date
that the Segment Maturity Value should be allocated to the MSO Holding Account
or to any other available variable investment option. Please see "Appendix IV:
Policy variations" later in this prospectus for more information.

SEGMENT MATURITY DATE -- The date on which a Segment Term is completed and the
Index-Linked Return for that Segment is applied to a Segment Account Value.

SEGMENT MATURITY VALUE -- This is the Segment Account Value adjusted by the
Index-Linked Return for that Segment.

SEGMENT START DATE -- The Segment Start Date is the day on which a Segment is
created.

SEGMENT TERM -- The duration of a Segment. The Segment Term for each Segment
begins on its Segment Start Date and ends on its Segment Maturity Date one year
later. We are currently only offering Segment Terms of approximately one year.
We may offer different durations in the future.


                                      6

                           DEFINITIONS OF KEY TERMS





1. Risk/benefit summary: Charges and expenses you will pay

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

TABLES OF POLICY CHARGES

The following tables describe the fees and expenses that you will pay when
buying, owning and surrendering the policy.

The first table shows the charges that we deduct under the terms of your policy
when you buy and each time you contribute to your policy, surrender the policy,
reduce the face amount or transfer policy account value among investment
options. ALL CHARGES ARE SHOWN ON A GUARANTEED MAXIMUM BASIS. THE CURRENT
CHARGES MAY BE LOWER THAN THE GUARANTEED MAXIMUM FOR CERTAIN CHARGES./(1)/



-------------------------------------------------------------------------------------------------------------------------
 TRANSACTION FEES
-------------------------------------------------------------------------------------------------------------------------
 CHARGE                                            WHEN CHARGE IS DEDUCTED         MAXIMUM AMOUNT THAT MAY BE DEDUCTED
-------------------------------------------------------------------------------------------------------------------------
                                                                             
PREMIUM CHARGE                                     From each premium               6% of each premium/(2)/
SURRENDER (TURNING IN) OF YOUR POLICY DURING ITS   Upon surrender                  Initial surrender charge per $1,000
FIRST 10 YEARS OR THE FIRST 10 YEARS AFTER YOU                                     of initial base policy face amount or
HAVE REQUESTED AN INCREASE IN YOUR POLICY'S                                        per $1,000 of requested base policy
FACE AMOUNT/(3)(5)/                                                                face amount increase:/(4)/
                                                                                   Highest: $45.91
                                                                                   Lowest: $8.71
                                                                                   Representative: $16.62/(6)/
REQUEST A DECREASE IN YOUR POLICY'S FACE           Effective date of the decrease  A pro rata portion of the charge that
AMOUNT/(3)/                                                                        would apply to a full surrender at
                                                                                   the time of the decrease.
TRANSFERS AMONG INVESTMENT OPTIONS                 Upon transfer                   $25 per transfer./(7)/
SPECIAL SERVICES CHARGES                           At the time of the transaction  Current and Maximum Charge: $90
..   Wire transfer charge/(8)/                      At the time of the transaction  Current and Maximum Charge: $35
..   Express mail charge/(8)/                       At the time of the transaction  Current and Maximum Charge: $25
..   Policy illustration charge/(9)/                At the time of the transaction  Current and Maximum Charge: $35
..   Duplicate policy charge/(9)/                   At the time of the transaction  Current and Maximum Charge: $50
..   Policy history charge/(9)(10)/                 At the time of the transaction  Current and Maximum Charge: $25
..   Charge for returned payments/(9)/
-------------------------------------------------------------------------------------------------------------------------


This table shows the fees and expenses that you will pay periodically during
the time that you own the Policy, not including underlying Trust portfolio fees
and expenses.



-----------------------------------------------------------------------------------------
 PERIODIC CHARGES OTHER THAN UNDERLYING TRUST PORTFOLIO
 OPERATING EXPENSES
-----------------------------------------------------------------------------------------
 CHARGE              WHEN CHARGE IS DEDUCTED  MAXIMUM AMOUNT THAT MAY BE DEDUCTED
-----------------------------------------------------------------------------------------
                                                           
ADMINISTRATIVE              Monthly           (1)Policy Year        Amount deducted
CHARGE/(3)(11)/
                                                1                   $15/(12)/
                                                2+                  $10/(12)/
                                                             plus

                                          
                                                (2)Charge per
                                                   $1,000 of the
                                                   initial base
                                                   policy face
                                                   amount and any
                                                   requested base
                                                   policy face
                                                   amount increase
                                                   that exceeds the
                                                   highest previous
                                                   face amount:

                                                  Highest: $0.34
                                                  Lowest: $0.09
                                                  Representative:
                                                  $0.11/(6)/
--------------------------------------------------------------------
COST OF INSURANCE CHARGE/(3)(11)(13)/  Monthly  Charge per $1,000
                                                of the amount for
                                                which we are at
                                                risk:/(14)/

                                                Highest: $83.34
                                                Lowest: $0.02
                                                Representative:
                                                $0.09/(15)/
--------------------------------------------------------------------



                                      7

            RISK/BENEFIT SUMMARY: CHARGES AND EXPENSES YOU WILL PAY








----------------------------------------------------------------------------------------------------------------
 PERIODIC CHARGES OTHER THAN UNDERLYING TRUST PORTFOLIO OPERATING EXPENSES
----------------------------------------------------------------------------------------------------------------
 CHARGE                            WHEN CHARGE IS DEDUCTED  MAXIMUM AMOUNT THAT MAY BE DEDUCTED
----------------------------------------------------------------------------------------------------------------
                                                                
MORTALITY AND EXPENSE RISK CHARGE         Monthly                        Annual % of your value in our variable
                                                            Policy Year  investment options and MSO
                                                            -----------  --------------------------------------

                                                            1-10         1.00%
                                                            11+          0.50%
----------------------------------------------------------------------------------------------------------------

                                                         
LOAN INTEREST SPREAD/(16)/  On each policy anniversary (or on  1% of loan amount.
                            loan termination, if earlier)




---------------------------------------------------------------------------------------------------------------------------
 OPTIONAL RIDER CHARGES//           WHEN CHARGE IS DEDUCTED          MAXIMUM AMOUNT THAT MAY BE DEDUCTED
---------------------------------------------------------------------------------------------------------------------------
                                                               
CHILDREN'S TERM INSURANCE           Monthly (while the rider is in   Charge per $1,000 of rider benefit amount:
                                    effect)

                                                                     $0.50
---------------------------------------------------------------------------------------------------------------------------
DISABILITY DEDUCTION WAIVER/(3)/    Monthly (while the rider is in   Percentage of all other monthly charges:
                                    effect)

                                                                     Highest: 132%
                                                                     Lowest: 7%
                                                                     Representative: 12%/(15)/
---------------------------------------------------------------------------------------------------------------------------
DISABILITY PREMIUM WAIVER/(3)/      Monthly (while the rider is in   Charge for Disability Premium Waiver per $1,000 of
(Initial base policy face           effect)                          benefit for which such rider is purchased:/(17)/
amount/(18)/)

                                                                     Highest: $0.60
                                                                     Lowest: $0.01
                                                                     Representative: $0.06/(15)/
---------------------------------------------------------------------------------------------------------------------------
DISABILITY PREMIUM WAIVER/(3)/      Monthly (while the rider is in   Charge for Disability Premium Waiver per $1,000 of
(Children's Term Insurance)         effect)                          benefit for which such rider is purchased:/(17)/

                                                                     Highest: $0.03
                                                                     Lowest: $0.01
                                                                     Representative: $0.01/(15)/
---------------------------------------------------------------------------------------------------------------------------
DISABILITY PREMIUM WAIVER/(3)/      Monthly (while the rider is in   Charge for Disability Premium Waiver per $1,000 of
(Long-Term Care Services/SM /Rider) effect)                          benefit for which such rider is purchased:/(17)/

                                                                     Highest: $0.02
                                                                     Lowest: $0.0009
                                                                     Representative: $0.003/(15)/
---------------------------------------------------------------------------------------------------------------------------
DISABILITY PREMIUM WAIVER/(3)/      Monthly (while the rider is in   Charge for Disability Premium Waiver per $1,000 of
(Option To Purchase Additional      effect)                          benefit for which such rider is purchased:/(17)/
Insurance)
                                                                     Highest: $0.07
                                                                     Lowest: $0.02
                                                                     Representative: $0.03/(15)/
---------------------------------------------------------------------------------------------------------------------------
LONG-TERM CARE SERVICES/SM/         Monthly                          Charge per $1,000 of the amount for which we are at
RIDER/(3)(11)(24)/                                                   risk:/(19)/
                                                                     With the optional Nonforfeiture Benefit:
                                                                        Highest: $2.94
                                                                        Lowest: $0.25
                                                                        Representative: $0.53/(20)/
                                                                     Without the optional Nonforfeiture Benefit:
                                                                        Highest: $2.67
                                                                        Lowest: $0.22
                                                                        Representative: $0.49/(20)/
---------------------------------------------------------------------------------------------------------------------------
OPTION TO PURCHASE ADDITIONAL       Monthly (while the rider is in   Charge per $1,000 of rider benefit amount:
INSURANCE/(3)/                      effect)
                                                                     Highest: $0.17
                                                                     Lowest: $0.04
                                                                     Representative: $0.16/(20)/
---------------------------------------------------------------------------------------------------------------------------
CASH VALUE PLUS RIDER/(21)/         Monthly (while the rider is in   Charge per $1,000 of the initial base policy face
                                    effect)                          amount:
                                                                     $0.04
---------------------------------------------------------------------------------------------------------------------------
ADDING LIVING BENEFITS RIDER        At the time of the transaction   $100 (if elected after policy issue)
---------------------------------------------------------------------------------------------------------------------------
EXERCISING LIVING BENEFITS RIDER    At the time of the transaction   $250
---------------------------------------------------------------------------------------------------------------------------

-------------
+  There is no additional charge for the Charitable Legacy Rider or the
   Enhanced No Lapse Guarantee Rider.

                                      8

            RISK/BENEFIT SUMMARY: CHARGES AND EXPENSES YOU WILL PAY








-----------------------------------------------------------------------------------------
 PERIODIC CHARGES OTHER THAN UNDERLYING TRUST PORTFOLIO OPERATING EXPENSES
-----------------------------------------------------------------------------------------
 MSO RIDER                                                MAXIMUM AMOUNT THAT MAY BE
 CHARGES++      WHEN CHARGE IS DEDUCTED                   DEDUCTED
-----------------------------------------------------------------------------------------
                                                    
MARKET          Please see "Definitions" under "About the Market Stabilizer Option(R)
STABILIZER      " later in this prospectus for key words and phrases related to the
OPTION(R) (MSO) MSO, as well as the meaning of special terms that are relevant to the
                MSO.
-----------------------------------------------------------------------------------------
LOAN INTEREST   On each policy anniversary (or on loan    2% for New York and Oregon
SPREAD/(16)/    termination, if earlier)                  policies
FOR AMOUNTS OF                                            5% for all other policies
POLICY LOANS
ALLOCATED TO
AN MSO SEGMENT
-----------------------------------------------------------------------------------------
MSO EARLY       On surrender or other distribution        75% of Segment Account
DISTRIBUTION    (including loan) from an MSO Segment      Value/(22)/
ADJUSTMENT      prior to its Segment Maturity Date
-----------------------------------------------------------------------------------------
VARIABLE INDEX  On Segment Start Date                     0.75%
BENEFIT
CHARGE/(25)/
-----------------------------------------------------------------------------------------
VARIABLE INDEX  At the beginning of each policy month     1.65%/(23)/
SEGMENT         during the Segment Term
ACCOUNT
CHARGE/(25)/
-----------------------------------------------------------------------------------------
TOTAL                                                     2.40%
-----------------------------------------------------------------------------------------
++ Please see "Charges" and "Charge Reserve Amount" under "About the Market Stabilizer
   Option(R) " for more information on how charges are deducted.

(1)For more information about some of these charges, see "Deducting policy
   charges" under "More information about certain policy charges" later in this
   prospectus. The illustrations of Policy Benefits that your financial
   professional will provide will show the impact of the actual current and
   guaranteed maximum rates, if applicable, of the policy charges, based on
   various assumptions (except for the loan interest spread, where we use
   current rates in all cases).
(2)Currently, we reduce this charge to 4% after an amount equal to two"target
   premiums" has been paid. The "target premium" is actuarially determined for
   each policy, based on that policy's specific characteristics, and death
   benefit option, as well as the policy's face amount, among other factors. A
   similar charge applies to premiums attributed to requested face amount
   increases that are above your highest previous face amount. If your policy
   includes the Cash Value Plus Rider, a portion of the premium charge will be
   refunded upon surrender within the first three policy years, subject to a
   cumulative premium-based cap on the rider benefits (see "Cash Value Plus
   Rider" in "More information about policy features and benefits" later in
   this prospectus).
(3)This charge varies based on individual characteristics of the insured, and
   for the Long-Term Care Services/SM/ Rider on the benefit percentage you
   choose and may not be representative of the charge that you will pay. In
   particular, the initial amount of the surrender charge depends on each
   insured's specific characteristics. Your financial professional can provide
   you with more information about these charges as they relate to the
   insured's particular characteristics. See "Deducting policy charges" under
   "More information about certain policy charges."
(4)If your policy includes the Cash Value Plus Rider, the surrender charges are
   reduced, subject to a cumulative premium-based cap on the rider benefits
   (see "Cash Value Plus Rider" in "More information about policy features and
   benefits" later in this prospectus).
(5)The surrender charge attributable to each increase in your policy's face
   amount is in addition to any remaining surrender charge attributable to the
   policy's initial face amount.
(6)This representative amount is the rate we guarantee for a representative
   insured male age 35 at issue or at the time of a requested face amount
   increase, in the preferred elite non-tobacco user risk class.
(7)No charge, however, will ever apply to a transfer of all of your variable
   investment option amounts to our guaranteed interest option, or to any
   transfer pursuant to our automatic transfer service or asset rebalancing
   service as discussed later in this prospectus. Nor will this charge apply to
   any transfers to or from any MSO Holding Account that we make available in
   connection with any Market Stabilizer Option(R) available as an investment
   option. Please see "About the Market Stabilizer Option(R)" later in this
   prospectus for information about the MSO and the related "Holding Account."
(8)Unless you specify otherwise, this charge will be deducted from the amount
   you request.
(9)The charge for this service must be paid using funds outside of your policy.
   Please see "Deducting policy charges" under "More Information about certain
   policy charges" for more information.
(10)The charge for this service may be less depending on the policy history you
    request. Please see "Deducting policy charges" under "More Information
    about certain policy charges" for more information.
(11)Not applicable after the insured person reaches age 121.
(12)Not applicable if the minimum face amount stated in your policy is $10,000.
    Please see "Your policy's face amount" under "About your life insurance
    benefit" in "Risk/ benefit summary: Policy features, benefits and risks"
    later in this prospectus.
(13)Insured persons who present particular health, occupational or vocational
    risks may be charged other additional charges as specified in their
    policies.
(14)Our amount "at risk" is the difference between the amount of death benefit
    and the policy account value as of the deduction date.
(15)This representative amount is the rate we guarantee in the first policy
    year for a representative insured male age 35 at issue in the preferred
    elite non-tobacco user risk class.
(16)We charge interest on policy loans but credit you with interest on the
    amount of the policy account value we hold as collateral for the loan. The
    rate is the greater of (a) 3% or (b) the "Monthly Average Corporate" yield
    published by Moody's Corporate Bond Yield Averages for the month that ends
    two months before the interest rate is set. The loan interest spread is the
    excess of the interest rate we charge over the interest rate we credit,
    which will not exceed 1%. For more information on the maximum rate see
    "Borrowing from your policy -- Loan interest we charge" in "Accessing your
    money" later in this prospectus. However, for MSO Segments, the guaranteed
    maximum spread is higher as noted above. This spread is the maximum
    difference between the annual interest rate we credit and the annual loan
    interest rate we charge on the amount of any loan deducted from a Segment.
    See "Loans" and "How we deduct monthly charges during a Segment Term" under
    "About the Market Stabilizer Option(R)" later in this prospectus for more
    information about how loan interest is deducted from your policy.

                                      9

            RISK/BENEFIT SUMMARY: CHARGES AND EXPENSES YOU WILL PAY






(17)Amount charged equals the total sum of Disability Premium Waiver rider
    charges corresponding to the base policy, any Children's Term Insurance,
    Option To Purchase Additional Insurance and/or any Long-Term Care
    Services/SM/ Rider that you have added to your policy and to any base
    policy face amount increases.
(18)The monthly charges corresponding to the base policy will be adjusted
    proportionately to any face amount reduction made at your request or
    resulting from a partial withdrawal under death benefit Option A.
(19)Our amount "at risk" for this rider depends on the death benefit option
    selected under the policy. See "More information about policy features and
    benefits -- Long-Term Care Services/SM/ Rider" later in this prospectus.
(20)This representative amount is the rate we guarantee in any policy year
    while the rider is in effect for a representative insured male age 35 at
    issue in the preferred elite non-tobacco user risk class.
(21)This rider is not available if you elect the Long-Term Care Services/SM/
    Rider. Please see "Appendix IV: Policy variations" later in this prospectus
    for more information on the charge applicable under the prior version of
    this rider. This rider was available beginning May 2, 2011.
(22)The actual amount of an Early Distribution Adjustment is determined by a
    formula that depends on, among other things, how the Index has performed
    since the Segment Start Date, as discussed in detail in "Early Distribution
    Adjustment" under "About the Market Stabilizer Option(R)" later in this
    prospectus. The maximum amount of the adjustment would occur if there is a
    total distribution at a time when the Index has declined to zero.
(23)Currently we deduct this charge at an annual rate of 0.65%, rather than at
    the maximum rate shown.
(24)This rider is not available if you elect the Cash Value Plus Rider.
(25)These charges represent annual rates.

You also bear your proportionate share of all fees and expenses paid by a
Portfolio that corresponds to any variable investment option you are using.
This table shows the lowest and highest total operating expenses currently
charged by any of the Portfolios that you will pay periodically during the time
that you own the Policy. These fees and expenses are reflected in the
Portfolio's net asset value each day. Therefore, they reduce the investment
return of the Portfolio and the related variable investment option. Actual fees
and expenses are likely to fluctuate from year to year. MORE DETAIL CONCERNING
EACH PORTFOLIO'S FEES AND EXPENSES IS CONTAINED IN THE TRUST PROSPECTUS FOR
THAT PORTFOLIO.


                                                                                                
-------------------------------------------------------------------------------------------------------------
             PORTFOLIO OPERATING EXPENSES EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET ASSETS
-------------------------------------------------------------------------------------------------------------
Total Annual Portfolio Operating Expenses for 2015 (expenses that are deducted from Portfolio  Lowest Highest
assets including management fees, 12b-1 fees, service fees and/or other expenses)/(1)/         0.61%  2.09%
-------------------------------------------------------------------------------------------------------------





(1)"Total Annual Portfolio Operating Expenses" are based, in part, on estimated
   amounts for options added during the fiscal year 2015, if applicable, and
   for the underlying Portfolios. Pursuant to a contract, AXA Equitable Funds
   Management Group, LLC has agreed to make payments or waive its management,
   administrative and other fees to limit the expenses of certain affiliated
   Portfolios through April 30, 2017 ("Expense Limitation Arrangement") (unless
   the Trust's Board of Trustees consents to an earlier revision or termination
   of this agreement). The Expense Limitation Arrangement may be terminated by
   AXA Equitable Funds Management Group, LLC at any time after April 30, 2017.
   The range of expenses in the table above does not include the effect of any
   Expense Limitation Arrangement. The range of expense in the table below
   includes the effect of the Expense Limitation Arrangements.



                                                                                                                
-----------------------------------------------------------------------------------------------------------------------------
                         PORTFOLIO OPERATING EXPENSES EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET ASSETS
-----------------------------------------------------------------------------------------------------------------------------
Total Annual Portfolio Operating Expenses for 2015 after the effect of Expense Limitation Arrangements/(/*/)/  Lowest Highest
                                                                                                               0.61%  1.58%
-----------------------------------------------------------------------------------------------------------------------------





   (*)"Total Annual Portfolio Operating Expenses" are based, in part, on
      estimated amounts for the underlying portfolios. In addition, the
      "Lowest" represents the total annual operating expenses of the EQ/Equity
      500 Index Portfolio. The "Highest" represents the total annual operating
      expenses of the Templeton Developing Markets VIP Fund.


HOW WE ALLOCATE CHARGES AMONG YOUR INVESTMENT OPTIONS

In your application for a policy, you tell us from which investment options you
want us to take the policy's monthly deductions as they fall due. You can
change these instructions at any time. If we cannot deduct the charge as your
most current instructions direct, we will allocate the deduction among your
investment options proportionately to your value in each. If the Enhanced No
Lapse Guarantee Rider or the paid up death benefit guarantee is in effect, we
will allocate the deduction among the investment options available with these
guarantees, proportionately to your value in each.

Substantially different procedures apply, however, if you allocate any of your
policy account value to the MSO investment option. In that case, for example,
you will be required to maintain a certain amount of policy account value in
the policy's guaranteed interest option, from which we will make the policy's
monthly deductions. Please see "About the Market Stabilizer Option(R)" later in
this prospectus for more information about these procedures, including the
procedure we will follow if amounts in the guaranteed interest option are
insufficient to pay the deductions.

CHANGES IN CHARGES

We reserve the right in the future to (1) make a charge for certain taxes or
reserves set aside for taxes (see "Our taxes" under "Tax information" later in
this prospectus) that might be imposed on us; (2) make a charge for the
operating expenses of our variable investment options (including, without
limitation, SEC registration fees and related legal counsel fees and auditing
fees); or (3) change our other current policy charges (in no event will they
exceed the maximum charges guaranteed in your policy).


Any changes that we make in our current charges or charge rates will be on a
basis that is equitable to all policies belonging to a given class, and will be
determined based on reasonable assumptions as to expenses, mortality,
investment income, lapses and policy and contract claims associated with
morbidity. These assumptions include taxes, the cost of hedging, longevity,
volatility, other market conditions, surrenders, persistency, conversions,
disability, accident, illness, inability to perform activities of daily living,
and cognitive impairment, if applicable. Any changes in charges may apply to
then in force policies, as well as to new policies. You will be notified in
writing of any changes in charges under your policy.


                                      10

            RISK/BENEFIT SUMMARY: CHARGES AND EXPENSES YOU WILL PAY





2. Risk/benefit summary: Policy features, benefits and risks

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

Incentive Life Optimizer(R) II is a variable life insurance policy that
provides you with flexible premium payment plans and benefits to meet your
specific needs. The basic terms of the policy require you to make certain
payments in return for life insurance coverage. The payments you can make and
the coverage you can receive under this "base policy" are described below.

Riders to your base policy can increase the benefits you receive and affect the
amounts you pay in certain circumstances. Available riders are listed in "Other
benefits you can add by rider" under "More information about policy features
and benefits" later in this prospectus.

In addition, depending on when you purchased your policy, certain variations
may apply to your policy which differ from the information contained in this
section. Please see "Appendix IV: Policy variations" later in this prospectus
for more information.

HOW YOU CAN PAY FOR AND CONTRIBUTE TO YOUR POLICY

PREMIUM PAYMENTS. We call the amounts you contribute to your policy "premiums"
or "premium payments." The amount we require as your first premium varies
depending on the specifics of your policy and the insured person. Each
subsequent premium payment must be at least $50, although we can increase this
minimum if we give you advance notice. Otherwise, with a few exceptions
mentioned below, you can make premium payments at any time and in any amount.

SECTION 1035 EXCHANGES OF POLICIES WITH OUTSTANDING LOANS. If we approve, you
may purchase an Incentive Life Optimizer(R) II policy through an assignment and
exchange of another life insurance policy with a cash surrender value pursuant
to a valid Internal Revenue Code Section 1035 exchange. If such other policy is
subject to a policy loan, we may permit you to carry over all or a portion of
such loan to the Incentive Life Optimizer(R) II policy, subject to our
administrative rules then in effect. In this case, we will treat any cash paid,
plus any loaned amount carried over to the Incentive Life Optimizer(R) II
policy, as premium received in consideration of our issuing the policy. If we
allow you to carry over all or a portion of any such outstanding loan, then we
will hold amounts securing such loan in the same manner as the collateral for
any other policy loan, and your policy also will be subject to all our other
rules regarding loans (see "Borrowing from your policy" later in this
prospectus).

--------------------------------------------------------------------------------
YOU CAN GENERALLY PAY PREMIUMS AT SUCH TIMES AND IN SUCH AMOUNTS AS YOU LIKE
BEFORE THE POLICY ANNIVERSARY NEAREST TO THE INSURED'S 121ST BIRTHDAY, SO LONG
AS YOU DON'T EXCEED CERTAIN LIMITS DETERMINED BY THE FEDERAL INCOME TAX LAWS
APPLICABLE TO LIFE INSURANCE.
--------------------------------------------------------------------------------

YOUR CHOICE OF A LIFE INSURANCE QUALIFICATION TEST AND LIMITS ON PREMIUM
PAYMENTS. A policy must satisfy either of two testing methods to qualify as a
life insurance contract for tax purposes under Section 7702 of the Code. In
your application, you may choose either the guideline premium/cash value
corridor test ("guideline premium test") or the cash value accumulation test.
If you do not choose a life insurance qualification test, your policy will be
issued using the guideline premium test. Once your policy is issued, the
qualification method cannot be changed.

The qualification method you choose will depend upon your objective in
purchasing the policy. Generally, under the cash value accumulation test, you
have the flexibility to pay more premiums in the earlier years than under the
guideline premium test for the same face amount and still qualify as life
insurance for federal income tax purposes. Under the guideline premium test,
the federal tax law definition of "life insurance" limits your ability to pay
certain high levels of premiums (relative to your policy's insurance coverage)
but increases those limits over time. We will return any premium payments that
exceed these limits.

You should note, however, that the alternative death benefit under the cash
value accumulation test may be higher in earlier policy years than under the
guideline premium test, which will result in higher charges. Under either test,
if at any time your policy account value (as defined under "Determining your
policy's value," later in the prospectus) is high enough that the alternative
higher death benefit would apply, we reserve the right to limit the amount of
any premiums that you pay, unless the insured person provides us with evidence
of insurability satisfactory to us.

Regardless of which life insurance qualification test you choose, if your
premium payments exceed certain other amounts specified under the Code, your
policy will become a "modified endowment contract," which may subject you to
additional taxes and penalties on any distributions from your policy. See "Tax
information" later in this prospectus. We may return any premium payments that
would cause your policy to become a modified endowment contract if we have not
received a satisfactory modified endowment contract acknowledgment from you.

You can ask your financial professional to provide you with an illustration of
Policy Benefits that shows you the amount of premiums you can pay, based on
various assumptions, without exceeding applicable tax law limits. The tax law
limits can change as a result of certain changes you make to your policy. For
example, a reduction in the face amount of your policy may reduce the amount of
premiums that you can pay and may impact whether your policy is a modified
endowment contract.

You should discuss your choice of life insurance qualification test and
possible limitations on policy premiums with your financial professional and
tax advisor before purchasing the policy.

PLANNED PERIODIC PREMIUMS. Page 3 of your policy will specify a "planned
periodic premium." This is the amount that you request us to bill you. However,
payment of these or any other specific amounts of premiums is not mandatory.
You need to pay only the amount of premiums (if any) necessary to keep your
policy from lapsing and terminating as discussed below.

THE MINIMUM AMOUNT OF PREMIUMS YOU MUST PAY

POLICY "LAPSE" AND TERMINATION. Your policy will lapse (also referred to in
your policy as "default") if your "net policy account

                                      11

           RISK/BENEFIT SUMMARY: POLICY FEATURES, BENEFITS AND RISKS






value" is not enough to pay your policy's monthly charges when due unless:

..   you have paid sufficient premiums to maintain one of our available
    guarantees against termination, the guarantee is still in effect and any
    outstanding loan and accrued loan interest does not exceed the policy
    account value (see "You can guarantee that your policy will not terminate
    before a certain date" below);

..   you are receiving monthly benefit payments under the Long-Term Care
    Services/SM/ Rider (see "Other benefits you can add by rider" under "More
    information about policy features and benefits" later in this prospectus);

..   you have elected the paid up death benefit guarantee and it remains in
    effect and any outstanding policy loan and accrued loan interest does not
    exceed the policy account value. (see "You can elect a "paid up" death
    benefit guarantee" below); or

..   your policy has an outstanding loan that would qualify for "loan extension."

("Policy account value" and "net policy account value" are explained under
"Determining your policy's value" later in this prospectus.)

We will mail a notice to you at your last known address if your policy lapses.
You will have a 61-day grace period to pay at least an amount prescribed in
your policy which would be enough to keep your policy in force for
approximately three months (without regard to investment performance). You may
not make any transfers or request any other policy changes during a grace
period. If we receive the requested amount before the end of the grace period,
it will be treated as a loan repayment to the extent it is less than or equal
to any outstanding policy loan and accrued loan interest. The remainder of the
payment, if any, will be treated as a premium payment. If the guaranteed
interest option limitation is in effect, we may limit you from allocating a
portion of your payment to the guaranteed interest option as described
elsewhere in this prospectus. Any such portion of the payment will be allocated
to the variable investment options in proportion to any payment amounts for the
variable investment options that you have specified with that
payment. Otherwise, any such portion of the payment will be allocated in
proportion to the premium allocation percentages for the variable investment
options then in effect. If you have not specified any payment amounts for the
variable investment options and if there are no premium allocation percentages
for any variable investment options then in effect, any such portion of the
payment will be refunded to you except for any minimum amount necessary to keep
the policy from terminating, which will be allocated to the guaranteed interest
option. If your policy account value is still insufficient to cover total
monthly deductions, we will send a written notice that a new 61-day grace
period has begun and request an additional payment. If we do not receive your
payment by the end of the grace period, your policy (and all riders to the
policy) will terminate without value and all coverage under your policy will
cease. We will mail an additional notice to you if your policy terminates.
Please see "Appendix IV: Policy variations" later in this prospectus for more
information.

If the insured person dies during a grace period, we will pay the death
benefit, less any overdue charges (but not more than the guarantee premium
amount required to maintain one of the available guarantees against
termination), policy loans or liens and accrued loan or lien interest, to the
beneficiary you have named.

--------------------------------------------------------------------------------
YOUR POLICY WILL TERMINATE IF YOU DON'T PAY ENOUGH PREMIUMS (I) TO PAY THE
CHARGES WE DEDUCT, OR (II) TO MAINTAIN ONE OF OUR NO LAPSE GUARANTEES THAT CAN
KEEP YOUR POLICY FROM TERMINATING. HOWEVER, WE WILL FIRST SEND YOU A NOTICE AND
GIVE YOU THE OPPORTUNITY TO PAY ANY SHORTFALL.
--------------------------------------------------------------------------------

You may owe taxes if your policy terminates while you have a loan outstanding,
even though you receive no additional money from your policy at that time. See
"Tax information," later in this prospectus.

RESTORING A TERMINATED POLICY. To have your policy "restored" (put back in
force), you must apply within three years after the date of termination. You
must also (i) present evidence of insurability satisfactory to us and (ii) pay
at least the amount of premium that we require. The amount of payment will not
be more than an amount sufficient to cover total monthly deductions for 3
months, calculated from the effective date of restoration, and the premium
charge. We will determine the amount of this required payment as if no interest
or investment performance were credited to or charged against your policy
account. Your policy contains additional information about the minimum amount
of this premium and about the values and terms of the policy after it is
restored and the effective date of such restoration. You may only restore your
policy if it has terminated without value. You may not restore a policy that
was given up for its net cash surrender value. Any no-lapse guarantee also
terminates and cannot be restored after the policy terminates.

YOU CAN GUARANTEE THAT YOUR POLICY WILL NOT TERMINATE BEFORE A CERTAIN DATE

NO LAPSE GUARANTEE. You can generally guarantee that your policy will not
terminate for a number of years by paying at least certain specified amounts of
premiums. We call these amounts "guarantee premiums"and they will be set forth
on page 3 of your policy. We call this guarantee against termination our
"no-lapse guarantee." The length of your policy's guarantee period will range
from 5 to 20 years depending on the insured's age when we issue the policy.
Under the No Lapse Guarantee provision, the policy is guaranteed not to lapse
during a no lapse guarantee period of 20 years for issue ages 0-55, the number
of years to attained age 75 for issue ages 56-69, and 5 years for issue ages 70
and over. In some states, this guarantee may be referred to by a different name.

Your policy will not terminate, even if your net policy account value is not
sufficient to pay your monthly charges, as long as:

..   You have satisfied the "guarantee premium test" (discussed in "guarantee
    premium test for the no-lapse guarantee" under "More information about
    policy benefits" later in this prospectus); and

..   Any outstanding loan and accrued loan interest does not exceed the policy
    account value.

There is no extra charge for this guarantee.

ENHANCED NO LAPSE GUARANTEE RIDER. An optional rider may be elected at issue at
no additional charge that provides a longer guarantee period than described
above with a possible higher and/or longer premium requirement, provided that
you allocate all of your policy account value to any of the AXA Strategic
Allocation investment options. The length of your policy's guarantee period
will range from

                                      12

           RISK/BENEFIT SUMMARY: POLICY FEATURES, BENEFITS AND RISKS






15 to 30 years, depending on the insured's age when we issue the policy. Under
the Enhanced No Lapse Guarantee Rider, the policy is guaranteed not to lapse
during the enhanced no lapse guarantee period of 30 years for issue ages 0-55,
or to age 85 for issue ages 56-70. For issue ages over 70, the Enhanced No
Lapse Guarantee Rider is not available. You can terminate this rider at any
time but it cannot be reinstated once terminated. For more information about
this rider, see "Optional benefits you can add by rider" under "More
information about policy features and benefits" later in this prospectus.

--------------------------------------------------------------------------------
IF YOU PAY AT LEAST CERTAIN PRESCRIBED AMOUNTS OF PREMIUMS, AND ANY OUTSTANDING
POLICY LOAN AND ACCRUED LOAN INTEREST DO NOT EXCEED THE POLICY ACCOUNT VALUE,
YOUR POLICY WILL NOT LAPSE FOR A NUMBER OF YEARS, EVEN IF THE VALUE IN YOUR
POLICY BECOMES INSUFFICIENT TO PAY THE MONTHLY CHARGES.
--------------------------------------------------------------------------------

The Market Stabilizer Option(R) is not available if you elect the Enhanced No
Lapse Guarantee Rider.

YOU CAN ELECT A "PAID UP" DEATH BENEFIT GUARANTEE

Provided certain requirements are met, and subject to our approval, you may
elect to take advantage of our "paid up" death benefit guarantee at any time
after the fourth year of your policy if the insured's attained age is 120 or
less. If you elect the paid up death benefit guarantee, we may reduce your base
policy's face amount. Thereafter, your policy will not lapse so long as the
paid up death benefit guarantee remains in effect. Also, if you elect the paid
up death benefit guarantee, you will be required to reallocate your existing
policy account value to a limited number of variable investment options
(currently the AXA Strategic Allocation investment options) that we make
available at our discretion. The guaranteed interest option will also be
available; however, we will limit the amount that may be allocated to the
guaranteed interest option at any time. If the policy guaranteed interest
option limitation is in effect at the time you elect the "paid up" death
benefit guarantee, it will no longer apply while the paid up death benefit
guarantee remains in effect. The limitation amounts applicable under the "paid
up" death benefit guarantee may permit you to allocate different amounts into
the guaranteed interest option. Our paid up death benefit guarantee is not
available if you received benefit payments under the Living Benefits Rider at
any time. Our paid up death benefit guarantee is not available if you received
monthly benefit payments under the Long-Term Care Services/SM/ Rider prior to
continuing coverage under any Nonforfeiture Benefit. Also, election of a paid
up death benefit guarantee will terminate any Long-Term Care Services/SM/ Rider
subject to any Nonforfeiture Benefit, if elected. Please also see Appendix IV
later in this prospectus for policy and/or rider variations.

The guarantee will terminate if (i) at any time following the election, the sum
of any outstanding policy loan and accrued interest, exceeds your policy
account value, (ii) if we make a payment under the Living Benefits Rider or
Long-Term Care Services/SM/ Rider prior to continuing coverage under any
Nonforfeiture Benefit, or (iii) you request that we terminate the election. For
more information about the circumstances under which you can elect the paid up
death benefit, the possible reduction in face amount after this guarantee is
elected (including the possible imposition of surrender charges upon such
reduction), restrictions on allocating your policy account value and other
effects of this guarantee on your policy, see "Paid up death benefit guarantee"
under "More information about policy features and benefits" later in this
prospectus.

The Market Stabilizer Option(R) is not available while the paid up death
benefit guarantee is in effect.

YOU CAN RECEIVE AN ACCELERATED DEATH BENEFIT UNDER THE LONG-TERM CARE
SERVICES/SM/ RIDER

In states where approved and subject to our eligibility requirements, the
Long-Term Care Services/SM/ Rider may be added to your policy at issue that
provides an acceleration of the policy's death benefit in the form of monthly
payments if the insured becomes chronically ill and is receiving qualifying
long-term care services in accordance with a plan of care. The long-term care
specified amount at issue must be at least $100,000. The monthly rate for this
rider varies based on the individual characteristics of the insured and the
benefit percentage you select and whether you select the rider with or without
the optional Nonforfeiture Benefit. You can terminate this rider after your
first policy year. For more information about this rider, see "Other benefits
you can add by rider" under "More information about policy features and
benefits" later in this prospectus. Please also see Appendix IV later in this
prospectus for rider variations.

YOU CAN RECEIVE A TERMINAL ILLNESS LIVING BENEFIT UNDER THE LIVING BENEFITS
RIDER. Subject to our insurance underwriting guidelines and availability in
your state, your policy will automatically include our Living Benefits Rider if
you apply for a face amount of at least $100,000 unless it is issued as a
result of an Option To Purchase Additional Insurance election or a conversion
from a term life policy or term rider. This feature enables you to receive a
portion (generally the lesser of 75% or $500,000) of the policy's death benefit
(excluding death benefits payable under certain other policy riders), if the
insured person has a terminal illness (as defined in the rider). The maximum
aggregate amount of payments that will be paid under this Living Benefits Rider
for all policies issued by AXA Equitable or an affiliate company on the life of
the same insured person is $500,000. We make no additional charge for the
rider, but we will deduct a one-time administrative charge of up to $250 from
any living benefit we pay.

If you tell us that you do not wish to have the Living Benefits Rider added at
issue, but you later ask to add it, there will be a $100 administrative charge.
Also, we will need to evaluate the insurance risk at that time, and we may
decline to issue the rider.

For more information about that rider, see "Your option to receive a terminal
illness living benefit under the Living Benefits Rider" under
"Accessing your money" later in this prospectus.

INVESTMENT OPTIONS WITHIN YOUR POLICY

Except as set forth in the next paragraph, we will initially put all unloaned
amounts which you have allocated to variable investment options into such
options on the later of the business day that we receive the full minimum
initial premium at our Administrative Office or the register date of your
policy (the "Investment Start Date"). Before this date, your initial premium
will be held in a non-interest bearing account. See "Policy issuance" in "More
information about procedures that apply to your policy" later in this
prospectus.

In those states that require us to return your premium without adjustment for
investment performance within a certain number of days (see "Your right to
cancel within a certain number of days," later in this prospectus), we will
initially put all amounts which you have allocated to the variable investment
options into our EQ/Money

                                      13

           RISK/BENEFIT SUMMARY: POLICY FEATURES, BENEFITS AND RISKS







Market investment option as of the later of the Investment Start Date and the
issue date for 20 calendar days (the "Money Market Lock-in Period"). On the
first business day following the Money Market Lock-in Period, we will
reallocate that investment in accordance with your premium allocation
instructions then in effect. For policies issued in these states, the
"Allocation Date" is the first business day following the Money Market Lock-in
Period. For all other policies, the Allocation Date is the Investment Start
Date, and there is no automatic initial allocation to the EQ/Money Market
investment option. Please also see "Your right to cancel within a certain
number of days" under "About the Market Stabilizer Option(R)" later in this
prospectus for the procedures that apply if the MSO is elected.


You give such allocation instructions in your application to purchase a policy.
You can change the premium allocation percentages at any time, but this will
not affect any prior allocations. The allocation percentages that you specify
must always be in whole numbers and total exactly 100%.

However, if the policy guaranteed interest option limitation is in effect, we
will limit you from allocating more than a specified percentage of any premium
payment to the guaranteed interest option. Any portion of the premium payment
in excess of the limitation amount will be allocated to the variable investment
options in proportion to any premium payment amounts for the variable
investment options that you have specified with that premium payment.
Otherwise, the excess will be allocated in proportion to the premium allocation
percentages for the variable investment options then in effect. If you have not
specified any premium payment amounts for the variable investment options and
if there are no premium allocation percentages for any variable investment
options then in effect, any portion of the premium payment in excess of the
limitation amount will be refunded to you (except for any minimum amount
necessary to keep the policy from terminating, which will be allocated to the
guaranteed interest option). The specified percentage limitation on premium
payments allocated to the guaranteed interest option can be changed at any
time, but it will never be less than 5%. Please see "Appendix IV: Policy
variations" later in this prospectus for more information.

The policy is between you and AXA Equitable. The policy is not an investment
advisory account, and AXA Equitable is not providing any investment advice or
managing the allocations under your policy. In the absence of a specific
written arrangement to the contrary, you, as the owner of the policy, have the
sole authority to make investment allocations and other decisions under the
policy. Your AXA Advisors' financial professional is acting as a broker-dealer
registered representative, and is not authorized to act as an investment
advisor or to manage the allocations under your policy. If your financial
professional is a registered representative with a broker-dealer other than AXA
Advisors, you should speak with him/her regarding any different arrangements
that may apply.

--------------------------------------------------------------------------------
YOU CAN CHOOSE AMONG VARIABLE INVESTMENT OPTIONS.
--------------------------------------------------------------------------------

VARIABLE INVESTMENT OPTIONS. The available variable investment options are
listed on the front cover of this prospectus. (Your policy and other
supplemental materials may refer to these as "Investment Funds.") The
investment results you will achieve in any one of these options will depend on
the investment performance of the corresponding Portfolio that shares the same
name as that option. That Portfolio follows investment practices, policies and
objectives that are appropriate to the variable investment option you have
chosen. You can lose your principal when investing in the variable investment
options. In periods of poor market performance, the net return, after charges
and expenses, may result in negative yields, including for the EQ/Money Market
variable investment option.

The advisers who make the investment decisions for each Portfolio are set forth
later in the prospectus under "About the Portfolios of the Trusts."

You will find other important information about each Portfolio in the separate
prospectuses for each Trust which accompany this prospectus, including a
comprehensive discussion of the risks of investing in each Portfolio. TO OBTAIN
COPIES OF TRUST PROSPECTUSES THAT DO NOT ACCOMPANY THIS PROSPECTUS, YOU MAY
CALL ONE OF OUR CUSTOMER SERVICE REPRESENTATIVES AT 1-800-777-6510 (FOR U.S.
RESIDENTS) OR 1-704-341-7000 (OUTSIDE OF THE U.S.). We may add or delete
variable investment options or Portfolios at any time.

If you elect at issue the Enhanced No Lapse Guarantee Rider or subsequently
exercise the paid up death benefit guarantee, your choice of variable
investment options will be limited to the AXA Strategic Allocation investment
options, or those investment options we are then making available under the
rider. Please see "Other benefits you can add by rider" under "More information
about policy features and benefits" later in this prospectus.

GUARANTEED INTEREST OPTION. You can also allocate some or all of your policy's
value to our guaranteed interest option. We, in turn, invest such amounts as
part of our general assets. Periodically, we declare a fixed rate of interest
(2% minimum) on amounts that you allocate to our guaranteed interest option. We
credit and compound the interest daily at an effective annual rate that equals
the declared rate. The rates we are declaring on existing policies at any time
may differ from the rates we are then declaring for newly issued policies. (The
guaranteed interest option is part of what your policy and other supplemental
material may refer to as the "Guaranteed Interest Account.")

Upon advance notification, AXA Equitable has the right to implement the policy
guaranteed interest option limitation. If the policy guaranteed interest option
limitation is in effect, AXA Equitable has the right to limit you from
allocating more than a specified percentage of your premium to the guaranteed
interest option. We may also reject any transfer you request from the variable
investment options to the unloaned portion of the guaranteed interest option if
the transfer would result in the unloaned portion of the guaranteed interest
option exceeding a specified percentage of the total unloaned policy account
value. Finally, we may limit you from allocating more than a specified
percentage of any additional loan repayment to the guaranteed interest option
after you have repaid any loaned amounts that were taken from the guaranteed
interest option. The specified percentage limitation on allocations of premium
payments, additional loan repayments, and requested transfers to the guaranteed
interest option can be changed at any time, but it will never be less than 5%.

If you elect the paid up death benefit guarantee, we will restrict the amount
of the policy account value that can be transferred or allocated to the
guaranteed interest option. The policy guaranteed interest option limitation
will not apply while the paid up death benefit guarantee remains in effect. The
limitation amounts applicable under the paid up death benefit guarantee may
permit you to allocate different amounts into the guaranteed interest option.
If you elect the Enhanced No Lapse Guarantee Rider at issue, and while it
remains in

                                      14

           RISK/BENEFIT SUMMARY: POLICY FEATURES, BENEFITS AND RISKS






effect, you are required to allocate all of your policy account value to any of
the AXA Strategic Allocation investment options. Therefore, you may not
allocate any amounts to the guaranteed interest option whether or not the
guaranteed interest option limitation is in effect at that time. For more
information on these restrictions, see "Paid up death benefit guarantee" and
"Enhanced No Lapse Guarantee Rider" under "More information about policy
features and benefits" and "Appendix IV: Policy variations" later in this
prospectus.

--------------------------------------------------------------------------------
WE WILL PAY AT LEAST 2% ANNUAL INTEREST ON OUR GUARANTEED INTEREST OPTION.
--------------------------------------------------------------------------------

MARKET STABILIZER OPTION(R). The MSO is a rider that provides you with an
investment option linked to the performance of the S&P 500 Price Return index,
which excludes dividends, up to a Growth Cap Rate. While the Growth Cap Rate is
set at the Company's sole discretion, the Growth Cap Rate will not change
during a Segment Term and the Growth Cap Rate will always be at least 6%.
Additionally, the MSO provides a specified level of protection against declines
in the performance of the S&P 500 Price Return index of up to negative 25%.
Please see "About the Market Stabilizer Option(R)" later in this prospectus for
a more detailed explanation about the provisions and terms used for the MSO.

--------------------------------------------------------------------------------
PLEASE NOTE THAT YOU WILL NOT BE CREDITED WITH ANY POSITIVE INDEX PERFORMANCE
WITH RESPECT TO AMOUNTS THAT ARE REMOVED FROM A SEGMENT PRIOR TO THE SEGMENT
MATURITY DATE. EVEN WHEN THE INDEX PERFORMANCE HAS BEEN POSITIVE, SUCH EARLY
REMOVALS WILL CAUSE YOU TO LOSE SOME PRINCIPAL. PLEASE SEE "EARLY DISTRIBUTION
ADJUSTMENT" LATER IN THIS PROSPECTUS.
--------------------------------------------------------------------------------

ABOUT YOUR LIFE INSURANCE BENEFIT

YOUR POLICY'S FACE AMOUNT. In your application to buy an Incentive Life
Optimizer(R) II policy, you tell us how much insurance coverage you
want on the life of the insured person. We call this the "face amount" of the
base policy. Generally, $100,000 is the minimum amount of coverage you can
request. If you have elected the Charitable Legacy Rider, the minimum face
amount is $1 million. If you have elected the Cash Value Plus Rider, the
minimum face amount is $250,000 per life when one or two policies are purchased
on the lives of members of an insured group and $100,000 per life when policies
are purchased on the lives of three or more members. Please see "Appendix IV:
Policy variations" later in this prospectus for more information on the prior
version of this rider. If you are exercising the Option To Purchase Additional
Insurance under another policy, or a conversion from certain term life policies
or term riders, the minimum face amount is $25,000. For: 1) policies that
exceed our Disability Deduction Waiver or Disability Premium Waiver maximum
coverage limit 2) face amount increases issued on a less favorable underwriting
basis than the base policy 3) policy owners of certain discontinued AXA
Equitable variable life products where a requested increase in coverage
involves the issuance of an additional variable life policy or 4) face amount
increases on a 1980 CSO product issued on a less favorable underwriting basis
than the base policy, the minimum face amount is $10,000.

--------------------------------------------------------------------------------
IF THE INSURED PERSON DIES, WE PAY A LIFE INSURANCE BENEFIT TO THE
"BENEFICIARY" YOU HAVE NAMED. THE AMOUNT WE PAY DEPENDS ON WHETHER YOU HAVE
CHOSEN DEATH BENEFIT OPTION A OR DEATH BENEFIT OPTION B. (SEE "YOUR OPTIONS FOR
RECEIVING POLICY PROCEEDS" UNDER "MORE INFORMATION ABOUT POLICY FEATURES AND
BENEFITS" LATER IN THIS PROSPECTUS.)
--------------------------------------------------------------------------------

YOUR POLICY'S "DEATH BENEFIT" OPTIONS. In your policy application, you also
choose whether the basic amount (or "benefit") we will pay if the insured
person dies is:

..   Option A -- THE POLICY'S FACE AMOUNT on the date of the insured person's
    death. The amount of this death benefit doesn't change over time, unless
    you take any action that changes the policy face amount;

                                     -or-

..   Option B -- THE FACE AMOUNT PLUS THE "POLICY ACCOUNT VALUE" on the date of
    death. Under this option, the amount of the death benefit generally changes
    from day to day, because many factors (including investment performance,
    charges, premium payments and withdrawals) affect your policy account value.

Your "policy account value" is the total amount that at any time is earning
interest for you or being credited with investment gains and losses under your
policy. For any amounts invested in an MSO Segment, your policy account value
will reflect the Segment Account Value. (Policy account value is discussed in
more detail under "Determining your policy's value" later in this prospectus.)

Under Option B, your policy's death benefit will tend to be higher than under
Option A, assuming the same policy face amount and policy account value. As a
result, the monthly insurance charge we deduct will also be higher to
compensate us for our additional risk. If you have elected the paid up death
benefit guarantee or your policy has been placed on loan extension, the death
benefit option will be Option A and must remain Option A thereafter.

ALTERNATIVE HIGHER DEATH BENEFIT IN CERTAIN CASES

Your policy is designed to always provide a minimum level of insurance
protection relative to your policy account value, in part to meet the Code's
definition of "life insurance."

We will automatically pay an alternative death benefit if it is HIGHER than the
basic Option A or Option B death benefit you have selected. The alternate
higher death benefit is based upon the life insurance qualification test that
you choose. For the guideline premium test, this alternative death benefit is
computed by multiplying your policy account value on the insured person's date
of death by a percentage specified in your policy. Representative percentages
are as follows:

--------------------------------------------------------------------------------
IF THE ACCOUNT VALUE IN YOUR POLICY IS HIGH ENOUGH, RELATIVE TO THE FACE
AMOUNT, THE LIFE INSURANCE BENEFIT WILL AUTOMATICALLY BE GREATER THAN THE
OPTION A OR OPTION B DEATH BENEFIT YOU HAVE SELECTED.
--------------------------------------------------------------------------------

----------------------------------------------
 AGE:*   40 AND UNDER  45   50   55   60   65
----------------------------------------------
 %:         250%      215% 185% 150% 130% 120%
----------------------------------------------
 AGE:     70   75-90   91   92   93  94- OVER
----------------------------------------------
 %:      115%  105%   104% 103% 102%   101%
----------------------------------------------
*  For the then-current policy year.

For example, if the guideline premium test is selected, if the insured is age
65 at the time of death and has a policy with the face amount of $100,000, an
account value of $85,000, and a death benefit percentage of 120%, then the
death benefit under Option A is the alternative death benefit of $102,000 and
the death benefit under Option B is the death benefit of $185,000. For more
details regarding

                                      15

           RISK/BENEFIT SUMMARY: POLICY FEATURES, BENEFITS AND RISKS






how we calculate that death benefit under Option A and Option B, please see
"Appendix III: Calculating the alternate death benefit" later in this
prospectus.

For the cash value accumulation test, the alternate death benefit is the
greater of the minimum death benefit as determined under the Code under this
test or 101% of the policy account value. The death benefit must be large
enough to ensure that the policy's cash surrender value (as computed under
section 7702 of the Code) is never larger than the net single premium needed to
fund future policy benefits. The net single premium varies based upon the
insured's age, sex and risk class and is calculated using an interest rate of
4% and mortality charges based upon the 2001 Commissioner's Standard Ordinary
Mortality Tables.

For example, if the cash value accumulation test is selected, if the insured is
age 65 at the time of death and has a policy with the face amount of $100,000,
an account value of $85,000, and a death benefit percentage of 185.7%, then the
death benefit under Option A is the alternative death benefit of $157,845 and
the death benefit under Option B is the death benefit of $185,000. For more
details regarding how we calculate that death benefit under Option A and Option
B, please see "Appendix III: Calculating the alternate death benefit" later in
this prospectus.

These higher alternative death benefits expose us to greater insurance risk
than the regular Option A and B death benefit. Because the cost of insurance
charges we make under your policy are based in part on the amount of our risk,
you will pay more cost of insurance charges for any periods during which a
higher alternative death benefit is the operative one.

The operative period for the higher alternative death benefit is generally
determined in connection with the requirements of the Code. The calculation of
the death benefit is built into the monthly calculation of the cost of
insurance charge, which is based on the net amount at risk. The need for the
higher alternative death benefit is assessed on each monthly anniversary date,
and on the death of the insured. Each policy owner receives an annual statement
showing various policy values.

The annual statement shows the death benefit amount as of the policy
anniversary, and that amount would reflect the alternative higher death benefit
amount, if applicable at that time. This annual statement also reflects the
monthly cost of insurance charge for the policy year, reflecting a higher net
amount at risk in those months when the higher alternative death benefit is in
effect.

OTHER ADJUSTMENTS TO DEATH BENEFIT. We will increase the death benefit proceeds
by the amount of any other benefits we owe upon the insured person's death
under any optional riders which are in effect.

We will reduce the death benefit proceeds by the amount of any outstanding
policy loan and unpaid loan interest, as well as any amount of monthly charges
under the policy that remain unpaid because the insured person died during a
grace period. We also reduce the death benefit if we have already paid part of
it under a Living Benefits Rider. We reduce it by the amount of the living
benefits payment plus interest. See "Your option to receive a terminal illness
living benefit under the Living Benefits Rider" later in this prospectus. Under
the Long-Term Care Services/SM/ Rider, any monthly benefit payments will be
treated as a lien against the death benefit and reduce your death benefit,
unless benefits are being paid under the optional Nonforfeiture Benefit. Please
see "Long-Term Care Services/SM/ Rider" later in this prospectus.

DEATH BENEFIT IF YOUR POLICY IS ON LOAN EXTENSION. Your policy offers an
additional feature against policy termination due to an outstanding loan,
called "loan extension." Availability of this feature is subject to certain
terms and conditions, including that you must have elected the guideline
premium test and have had your policy in force for at least 20 years. If your
policy is on loan extension, the death benefit payable under the policy will be
determined differently. For more information on loan extension, see "Borrowing
from your policy" under "Accessing your money."

--------------------------------------------------------------------------------
YOU CAN REQUEST A CHANGE IN YOUR DEATH BENEFIT OPTION FROM OPTION B ANY TIME
AFTER THE FIFTH YEAR OF THE POLICY OR FROM OPTION A ANY TIME AFTER THE SECOND
YEAR OF THE POLICY AND BEFORE THE POLICY ANNIVERSARY NEAREST TO THE INSURED'S
121ST BIRTHDAY.
--------------------------------------------------------------------------------

CHANGE OF DEATH BENEFIT OPTION. If you change your death benefit option, we
will adjust your policy's face amount. The adjustment will be in the amount (up
or down) necessary so that your death benefit amount immediately after the
change is equal to your death benefit amount immediately before the change.

The following rules apply if the alternative death benefit (referenced above)
is NOT higher than the base policy's death benefit at the time of the change in
the death benefit option. If you change from Option B to Option A, we
automatically increase your base policy's face amount by an amount equal to
your policy account value at the time of the change. If you change from Option
A to Option B, we will automatically reduce your base policy's face amount by
an amount equal to your policy account value at the time of the change. You can
request a change from Option A to Option B any time after the second policy
year or from Option B to Option A any time after the fifth policy year. Any
request to change an Option must occur before the policy anniversary nearest
the insured's 121st birthday.

If the alternative death benefit (referenced above) is higher than the base
policy's death benefit at the time of the change in death benefit option, we
will determine the new base policy face amount somewhat differently from the
general procedures described above. See "Alternative higher death benefit in
certain cases" earlier in this section.

We may refuse a change from Option A to Option B if the policy's face amount
would be reduced below $100,000. A change from Option A to Option B is not
permitted (a) beyond the policy year in which the insured person reaches the
attained age 120, (b) if the paid up death benefit guarantee is in effect, or
(c) your policy is on loan extension.

We will not deduct or establish any amount of surrender charge as a result of a
change in death benefit option. You may not request a change of the death
benefit option from Option A to Option B under the policy while the Long-Term
Care Services/SM/ Rider is in effect. You may request a change from Option B to
Option A. Please see Appendix IV later in this prospectus for rider variations.
Please also refer to "Tax information" later in this prospectus, to learn about
certain possible income tax consequences that may result from a change in death
benefit option, including the effect of an automatic increase or decrease in
face amount.

YOU CAN INCREASE OR DECREASE YOUR INSURANCE COVERAGE

After the first policy year while this policy is in force, you may request an
increase in life insurance coverage under your policy. You may

                                      16

           RISK/BENEFIT SUMMARY: POLICY FEATURES, BENEFITS AND RISKS






request a decrease in your policy's face amount any time after the second year
of your policy but before the policy year in which the insured person reaches
age 121. The requested increase or decrease must be at least $10,000. Please
refer to "Tax information" for certain possible tax consequences and
limitations of changing the face amount of your policy.

We can refuse or limit any requested increase or decrease. We will not approve
any increase or decrease if (i) we are at that time being required to waive
charges or pay premiums under any optional disability waiver rider that is part
of the policy; (ii) the paid up death benefit guarantee is in effect; or
(iii) your policy is on loan extension. Also, we will not approve a face amount
increase if (i) the insured person has reached the maximum issue age for a face
amount increase as described in their policy (or age 71 if the Enhanced No
Lapse Guarantee Rider is in effect); or (ii) while the Cash Value Plus Rider is
in effect or, while the Long-Term Care Services/SM /Rider is in effect, unless
coverage has been continued under the optional Nonforfeiture Benefit. Further,
if the underwriting class for the insured person is changed after issue, the
maximum age at which the insured person may apply for a face amount increase
will be the maximum issue age for the underwriting class for the insured person
at the time the increase is requested (which may be different than it was
previously). We will not accept a request for a face amount decrease while you
are receiving monthly benefit payments under the Long-Term Care Services/SM/
Rider.

Certain policy changes, including increases and decreases in your insurance
coverage, may also affect the guarantee premiums under the policy.

The following additional conditions also apply:

FACE AMOUNT INCREASES. We treat an increase in face amount in many respects as
if it were the issuance of a new policy. For example, you must submit
satisfactory evidence that the insured person still meets our requirements for
coverage. Also, we establish additional amounts of surrender charge and
guarantee premiums under your policy for the face amount increase, reflecting
the additional amount of coverage.

In most states, you can cancel the face amount increase within 10 days after
you receive a new policy page showing the increase. If you cancel, we will
reverse any charges attributable to the increase and recalculate all values
under your policy to what they would have been had the increase not taken place.

The monthly cost of insurance charge we make for the amount of the increase
will be based on the underwriting classification of the insured person when the
original policy was issued, provided the insured qualifies for the same
underwriting classification. An additional 10 year surrender charge and an
additional administrative charge will apply to the face amount that exceeds the
highest previous face amount. If the insured qualifies for a less favorable
underwriting classification than the base policy, we may offer to issue a
separate policy based on the rating class for the increase. See "Risk/benefit
summary: Charges and expenses you will pay."

If you elect the MSO, the same conditions as described above for a face amount
increase will apply while any Segment is in effect. However, the Charge Reserve
Amount will be recalculated on the effective date of the requested face amount
increase so that the amount in the Unloaned GIO is sufficient to cover the
estimated monthly deductions for the policy during the longest remaining
Segment Term. If the Charge Reserve Amount requirement is not satisfied, the
requested Face Amount Increase will be declined. Please see "About the Market
Stabilizer Option(R)" later in this prospectus for a more detailed explanation
about when the Charge Reserve Amount may be insufficient and the provisions and
terms used for the MSO.

FACE AMOUNT DECREASES. You may not reduce the face amount below the minimum
stated in your policy. Nor will we permit a decrease that would cause your
policy to fail the Internal Revenue Code's definition of life insurance.
Guarantee premiums, as well as our monthly deductions for the cost of insurance
coverage, will generally decrease from the time you reduce the face amount.

If you reduce the face amount during the first 10 years of your policy, or
during the first 10 years after a face amount increase you have requested, we
will deduct all or part of the remaining surrender charge from your policy
account. Assuming you have not previously changed the face amount, the amount
of the surrender charge we will deduct will be determined by dividing the
amount of the decrease by the initial face amount and multiplying that fraction
by the total amount of surrender charge that still remains applicable to your
policy. We deduct the charge from the same investment options as if it were
part of a regular monthly deduction under your policy.

In some cases, we may have to make a distribution to you from your policy at
the time we decrease your policy's face amount or change your death benefit
option. This may be necessary in order to preserve your policy's status as life
insurance under the Internal Revenue Code. We may also be required to make such
distribution to you in the future on account of a prior decrease in face amount
or change in death benefit option. The distribution may be taxable.

ACCESSING YOUR MONEY

You can access the money in your policy in different ways. You may borrow up to
90% of the cash surrender value, less any outstanding loan and accrued loan
interest before the policy year in which the insured reaches age 75 (100%
thereafter). In your policy, the cash surrender value is equal to the
difference between your policy account value and any surrender charges that are
in effect under your policy. However, the amount you can borrow will be reduced
by any amount that we hold on a "restricted" basis following your receipt of a
terminal illness living benefits payment, as well as by any other loans and
accrued loan interest you have outstanding. The cash surrender value available
for loans is also reduced on a pro rata basis for the portion of the policy
death benefit amount accelerated to date but not by more than the accumulated
benefit lien amount. See "More information about policy features and benefits:
Other benefits you can add by rider: Long-Term Care Services/SM/ Rider" later
in this prospectus. We will charge interest on the amount of the loan. See
"Borrowing from your policy" later in this prospectus for more information.

You can also make a partial withdrawal of $500 or more of your net cash
surrender value (defined later in this prospectus under "Surrendering your
policy for its net cash surrender value") at any time after the first year of
your policy and before the policy anniversary nearest to the insured's 121st
birthday. Partial withdrawals are not permitted if you have elected the paid up
death benefit guarantee, your policy is on loan extension, or you are receiving
monthly benefit payments under the Long-Term Care Services/SM/ Rider before

                                      17

           RISK/BENEFIT SUMMARY: POLICY FEATURES, BENEFITS AND RISKS






coverage is continued under the optional Nonforfeiture Benefit. See "Making
withdrawals from your policy" later in this prospectus for more information.

If you elected the MSO, different procedures and restrictions apply to
withdrawals. See "Withdrawals" under "About the Market Stabilizer Option(R)"
later in this prospectus for additional information about withdrawals if you
elected the MSO.

Finally, you can surrender (turn in) your policy for its net cash surrender
value at any time. See "Surrendering your policy for its net cash surrender
value" later in this prospectus. See "Tax information" later in this
prospectus, for the tax treatment of the various ways in which you can access
your money.

RISKS OF INVESTING IN A POLICY AND THE MARKET STABILIZER OPTION(R)

The policy is unsuitable as a short-term savings vehicle. Some of the principal
risks of investing in a policy are as follows:

..   If the investment options you choose perform poorly, you could lose some or
    all of the premiums you pay.

..   If the investment options you choose do not make enough money to pay for
    the policy charges, except to the extent provided by any no lapse
    guarantee, paid up death benefit guarantee or loan extension feature you
    may have, you could have to pay more premiums to keep your policy from
    terminating.

..   If any policy loan and any accrued loan interest either equals or exceeds
    the policy account value, your policy will terminate subject to the
    policy's Grace Period provision and any Loan Extension Endorsement you may
    have.

..   We can increase, without your consent and subject to any necessary
    regulatory approvals, any charge that you currently pay at less than the
    maximum amount. We will not increase any charge beyond the highest maximum
    noted in the tables in "Tables of policy charges" under "Risk/benefit
    summary: Charges and expenses you will pay" earlier in this prospectus.

..   You may have to pay a surrender charge and there may be adverse tax
    consequences if you wish to discontinue some or all of your insurance
    coverage under a policy.

..   Partial withdrawals from your policy are available only after the first
    policy year and must be at least $500 and no more than the net cash
    surrender value. Under certain circumstances, we will automatically reduce
    your policy's face amount as a result of a partial withdrawal.

Your policy permits other transactions that also have risks. These and other
risks and benefits of investing in a policy are discussed in detail throughout
this prospectus.

A comprehensive discussion of the risks of each investment option may be found
in the Trust prospectus for that investment option.

MSO RISK FACTORS

There are risks associated with some features of the Market Stabilizer
Option(R):

..   There is a risk of a substantial loss of your principal because you agree
    to absorb all losses from the portion of any negative Index performance
    that exceeds -25%.

..   Your Index-Linked Return is also limited by the Growth Cap Rate, which
    could cause your Index-Linked Return to be lower than it would otherwise be
    if you participated in the full performance of the S&P 500 Price Return
    index.

..   You will not know what the Growth Cap Rate is before the Segment starts.
    Therefore, you will not know in advance the upper limit on the return that
    may be credited to your investment in a Segment.

..   Negative consequences apply if, for any reason, amounts you have invested
    in a Segment are removed before the Segment Maturity Date. Specifically,
    with respect to the amounts removed early, you would (1) forfeit any
    positive Index performance and (2) be subject to an Early Distribution
    Adjustment that exposes you to a risk of potentially substantial loss of
    principal. This exposure is designed to be consistent with the treatment of
    losses on amounts held to the Segment Maturity Date. EVEN WHEN THE INDEX
    PERFORMANCE HAS BEEN POSITIVE, THE EDA WILL CAUSE YOU TO LOSE SOME
    PRINCIPAL ON AN EARLY REMOVAL.

   -- The following types of removals of account value from a Segment will
      result in the above-mentioned consequences to you, if the removals occur
      prior to the Segment Maturity Date: (a) a surrender of your policy; (b) a
      loan from your policy; (c) a distribution in order to enable your policy
      to continue to qualify as life insurance under the federal tax laws;
      (d) certain transfers in connection with the exercise of a rider
      available under your policy; and (e) a charge or unpaid policy loan
      interest that we deduct from your Segment Account Value because the
      Charge Reserve Amount and other funds are insufficient to cover them in
      their entirety. The Charge Reserve Amount may become insufficient because
      of policy changes that you request, additional premium payments,
      investment performance, policy loans, policy partial withdrawals from
      other investment options besides the MSO, and any increases we make in
      current charges for the policy (including for the MSO and optional
      riders).

   -- Certain of the above types of early removals can occur (and thus result
      in penalties to you) without any action on your part. Examples include
      (i) certain distributions we might make from your Segment Account Value
      to enable your policy to continue to qualify as life insurance and
      (ii) deductions we might make from your Segment Account Value to pay
      charges if the Charge Reserve Amount becomes insufficient.

   -- Any applicable EDA will generally be affected by changes in both the
      volatility and level of the S&P 500 Price Return index. Any EDA applied
      to any Segment Account Value is linked to the estimated value of a put
      option on the S&P 500 Price Return index as described in "About the
      Market Stabilizer Option(R)" later in this prospectus. The estimated
      value of the put option and, consequently, the amount of the EDA will
      generally be higher after increases in market volatility or after the
      Index experiences a negative return following the Segment Start Date.

..   Once policy account value is in a Segment, you cannot transfer out of a
    Segment. You can only make withdrawals out of a Segment if you surrender
    your policy. This would result in the imposition of any applicable
    surrender charges and EDAs.

                                      18

           RISK/BENEFIT SUMMARY: POLICY FEATURES, BENEFITS AND RISKS






..   We may not offer new Segments so there is also the possibility that a
    Segment may not be available for a Segment Renewal at the end of your
    Segment Term(s).

..   We also reserve the right to substitute an alternative index for the S&P
    500 Price Return index, which could reduce the Growth Cap Rates we can
    offer.

..   No company other than AXA Equitable has any legal responsibility to pay
    amounts that AXA Equitable owes under the policies.

..   You do not have any rights in the securities underlying the index,
    including, but not limited to, (i) interest payments, (ii) dividend
    payments or (iii) voting rights.

..   Your Segment Maturity Value is dependent on the performance of the index on
    the Segment Maturity Date.

..   Upon advance notification, AXA Equitable reserves the right to implement a
    Segment Maturity GIO Limitation. Please see "Appendix IV: Policy
    variations" later in this prospectus for more information.

..   Past performance of the index is no indication of future performance.

..   The amounts required to be maintained in the Unloaned GIO for the Charge
    Reserve Amount during the Segment Term may earn a return that is less than
    the return you might have earned on those amounts in another investment
    option had you not invested in a Segment.

Please see "About the Market Stabilizer Option(R)" later in this prospectus for
more detailed information about this investment option.

HOW THE INCENTIVE LIFE OPTIMIZER(R) II VARIABLE LIFE INSURANCE POLICY IS
AVAILABLE

Incentive Life Optimizer(R) II is primarily intended for purchasers other than
retirement plans. However, we do not place limitations on its use. Please see
"Tax information" for more information. Incentive Life Optimizer(R) II is
available for issue ages 0 to 85.

                                      19

           RISK/BENEFIT SUMMARY: POLICY FEATURES, BENEFITS AND RISKS





3. Who is AXA Equitable?

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

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


AXA Financial, Inc. and its consolidated subsidiaries managed approximately
$573.0 billion in assets as of December 31, 2015. For more than 150 years AXA
Equitable has been among the largest insurance companies in the United States.
We are licensed to sell life insurance and annuities in all fifty states, the
District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office
is located at 1290 Avenue of the Americas, New York, NY 10104.


                                      20

                             WHO IS AXA EQUITABLE?






HOW TO REACH US

To obtain (1) any forms you need for communicating with us, (2) unit values and
other values under your policy, and (3) any other information or materials that
we provide in connection with your policy or the Portfolios, you may
communicate with our Administrative Office as listed below for the purposes
described. Please refer to "Telephone and Internet requests" for effective
dates for processing telephone, Internet and fax requests, later in this
prospectus.
--------------------------------------------------------------------------------
 BY MAIL:

AT THE POST OFFICE BOX FOR OUR ADMINISTRATIVE OFFICE:

  AXA Equitable -- AXA Life Operations Center
  P.O. Box 1047
  Charlotte, North Carolina 28201-1047
--------------------------------------------------------------------------------
 BY EXPRESS DELIVERY ONLY:

AT THE STREET ADDRESS FOR OUR ADMINISTRATIVE OFFICE:

  AXA Equitable -- AXA Life Operations Center
  8501 IBM Drive, Suite 150
  Charlotte, North Carolina 28262-4333
  1-704-341-7000 (for express delivery purposes only)
--------------------------------------------------------------------------------
 BY PHONE:

Policy information, basic transactions, forms and statements are available 24
hours a day -- 7 days a week through AXA Equitable's Interactive Telephone
Service.

AXA Equitable's Interactive Telephone Service provides the gateway to personal
assisted service, Monday through Friday, 8 AM to 7 PM, Eastern Time:
1-800-777-6510 (for U.S. residents) or 1-704-341-7000 (outside of the U.S.).
--------------------------------------------------------------------------------
 BY E-MAIL:

  life-service@axa.us.com
--------------------------------------------------------------------------------
 BY FAX:

  1-855-268-6378
--------------------------------------------------------------------------------
 BY INTERNET:

You may register for online account access at www.axa.com or us.axa.com for
those outside the U.S. Our website provides access to account information and
customer service. After registering, you can view account details, perform
certain transactions, print customer service forms and find answers to common
questions.

REQUIRED FORMS. We require that the following types of communications be on
specific forms we provide for that purpose:

(1)request for our automatic transfer service (our dollar cost averaging
   service);

(2)request for our asset rebalancing service;

(3)transfers among investment options (if submitted by e-mail);

(4)designation of new policy owner(s); and

(5)designation of new beneficiary(ies).

OTHER REQUESTS. We also have specific forms that we recommend you use for the
following:

(a)policy surrenders;

(b)transfers among investment options (not submitted by e-mail);

(c)changes in allocation percentages for premiums and deductions;

(d)electing the paid up death benefit guarantee; and

(e)electing the MSO and any MSO transactions.

You can also change your allocation percentages, transfer among investment
options and/or change your address (1) by toll-free phone and assisted service,
(2) over the Internet, through axa.com or us.axa.com for those outside the
U.S., or (3) by writing our Administrative Office. For more information about
transaction requests you can make by phone or over the Internet, see "How to
make transfers" and "Telephone and Internet requests" later in this prospectus.

Certain methods of contacting us, such as by telephone or electronically, may
be unavailable or delayed (for example our fax 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.

We reserve the right to limit access to these services if we determine that you
are engaged in a disruptive transfer activity, such as "market timing." (See
"Disruptive transfer activity" in "More information about other matters.")

FORMAL REQUIREMENTS. Except for properly authorized telephone or Internet
transactions, any notice or request that does not use our standard form must be
in writing. It must be dated and signed by you and should also specify your
name, the insured person's name (if different), your policy number and adequate
details about the notice you wish to give or other action you wish us to take.
We may require you to return your policy to us before we make certain policy
changes that you may request.

The proper person to sign forms, notices and requests would normally be the
owner or any other person that our procedures permit to exercise the right or
privilege in question. If there are joint owners all must sign. Any irrevocable
beneficiary or assignee that we have on our records also must sign certain
types of requests.

You should send all requests, notices and payments to our Administrative Office
at the addresses specified above. We will also accept requests and notices by
fax at the above number, if we believe them to be genuine. We reserve the
right, however, to require an original signature before acting on any faxed
item. You must send premium payments after the first one to our Administrative
Office at the above addresses; except that you should send any premiums for
which we have billed you to the address on the billing notice.

ABOUT OUR SEPARATE ACCOUNT FP

Each variable investment option is a part (or "subaccount") of our Separate
Account FP. We established Separate Account FP under special provisions of the
New York Insurance Law. These provisions prevent creditors from any other
business we conduct from reaching the assets we hold in our variable investment
options for owners of our variable life insurance policies. We are the legal
owner of all of the assets in Separate Account FP and may withdraw any amounts
that exceed our reserves and other liabilities with respect to variable

                                      21

                             WHO IS AXA EQUITABLE?






investment options under our policies. For example, we may withdraw amounts
from Separate Account FP that represent our investments in Separate Account FP
or that represent fees and charges under the policies that we have earned.
Income, gains and losses credited to, or charged against Separate Account FP
reflect its own investment experience and not the investment experience of AXA
Equitable's other assets.

Separate Account FP is registered with the SEC under the Investment Company Act
of 1940 and is registered and classified under that act as a "unit investment
trust." The SEC, however, does not manage or supervise AXA Equitable or
Separate Account FP. Although the Separate Account is registered, the SEC does
not monitor the activity of Separate Account FP on a daily basis. AXA Equitable
is not required to register, and is not registered, as an investment company
under the Investment Company Act of 1940.

Each subaccount (variable investment option) of Separate Account FP available
under Incentive Life Optimizer(R) II invests solely in the applicable class of
shares issued by the corresponding Portfolio of the applicable Trust. Separate
Account FP immediately reinvests all dividends and other distributions it
receives from a Portfolio in additional shares of that class in that Portfolio.

The Trusts sell their shares to AXA Equitable separate accounts in connection
with AXA Equitable's variable life insurance and/or annuity products, and to
separate accounts of insurance companies, both affiliated and unaffiliated with
AXA Equitable. EQ Advisors Trust and AXA Premier VIP Trust also sell their
shares to the trustee of a qualified plan for AXA Equitable. We currently do
not foresee any disadvantages to our policy owners arising out of these
arrangements. However, the Board of Trustees or Directors of each Trust intends
to monitor events to identify any material irreconcilable conflicts that may
arise and to determine what action, if any, should be taken in response. If we
believe that a Board's response insufficiently protects our policyowners, we
will see to it that appropriate action is taken to do so.

ABOUT SEPARATE ACCOUNT NO. 67

Amounts allocated to the MSO are held in a "non-unitized" separate account we
have established under the New York Insurance Law. We own the assets of the
separate account, as well as any favorable investment performance on those
assets. You do not participate in the performance of the assets held in this
separate account. We may, subject to state law that applies, transfer all
assets allocated to the separate account to our general account. These assets
are also available to the insurer's general creditors and an owner should look
to the financial strength of AXA Equitable for its claims-paying ability. We
guarantee all benefits relating to your value in the MSO, regardless of whether
assets supporting the MSO are held in a separate account or our general account.

Our current plans are to invest separate account assets in fixed-income
obligations, including corporate bonds, mortgage-backed and asset-backed
securities, and government and agency issues. Futures, options and interest
rate swaps may be used for hedging purposes.

Although the above generally describes our plans for investing the assets
supporting our obligations under MSO, we are not obligated to invest those
assets according to any particular plan except as we may be required to by
state insurance laws.

YOUR VOTING PRIVILEGES

VOTING OF PORTFOLIO SHARES. As the legal owner of any Portfolio shares that
support a variable investment option, we will attend (and have the right to
vote at) any meeting of shareholders of the Portfolio (or the Trusts). To
satisfy currently-applicable legal requirements, however, we will give you the
opportunity to tell us how to vote the number of each Portfolio's shares that
are attributable to your policy. The number of full and fractional votes you
are entitled to will be determined by dividing the policy account value (minus
any policy indebtedness) allocable to an investment option by the net asset
value per unit for the Portfolio underlying that investment option. We will
vote shares attributable to policies for which we receive no instructions in
the same proportion as the instructions we do receive from all policies that
participate in our Separate Account FP (discussed below). With respect to any
Portfolio shares that we are entitled to vote directly (because we do not hold
them in a separate account or because they are not attributable to policies),
we will vote in proportion to the instructions we have received from all
holders of variable annuity and variable life insurance policies who are using
that Portfolio. One effect of proportional voting is that a small number of
policy owners may control the outcome of a vote.

Under current legal requirements, we may disregard the voting instructions we
receive from policy owners only in certain narrow circumstances prescribed by
SEC regulations. If we do, we will advise you of the reasons in the next annual
or semiannual report we send to you.

VOTING AS POLICY OWNER. In addition to being able to instruct voting of
Portfolio shares as discussed above, policy owners that use our variable
investment options may in a few instances be called upon to vote on matters
that are not the subject of a shareholder vote being taken by any Portfolio. If
so, you will have one vote for each $100 of policy account value in any such
option; and we will vote our interest in Separate Account FP in the same
proportion as the instructions we receive from holders of Incentive Life
Optimizer(R) II and other policies that Separate Account FP supports.

ABOUT THE TRUSTS

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

The Trusts do not impose sales charges or "loads" for buying and selling their
shares. All dividends and other distributions on the Trusts' shares are
reinvested in full. The Board of Trustees of each Trust serves for the benefit
of each Trust's shareholders. The Board of Trustees may take many actions
regarding the Portfolios (for example, the Board of Trustees can establish
additional Portfolios or eliminate existing Portfolios; change Portfolio
investment objectives; and change Portfolio investment policies and
strategies). In accordance with applicable law, certain of these changes may be
implemented without a shareholder vote and, in certain instances, without
advanced notice. More detailed information about certain actions subject to
notice and shareholder vote for each Trust, and other information about the
Portfolios, including portfolio investment objectives, policies, restrictions,
risks, expenses, its Rule 12b-1 plan and other aspects of its operations,
appears in the prospectuses for each Trust, which generally accompany this
prospectus, or in their respective SAIs, which are available upon request.

                                      22

                             WHO IS AXA EQUITABLE?





4. About the Portfolios of the Trusts

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


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


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

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

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


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


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

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

Portfolios that utilize the AXA volatility management strategy (or, in the case
of certain AXA Fund of Fund Portfolios, invest in other Portfolios that use the
AXA volatility management strategy) are designed to reduce the overall
volatility of your account value and provide you with risk-adjusted returns
over time. During rising markets, the AXA volatility management strategy,
however, could result in your account value rising less than would have been
the case had you been invested in a Portfolio that does not utilize the AXA
volatility management strategy or, in the case of the AXA Fund of Fund
Portfolios, that invest exclusively in other Portfolios that do not use the
volatility management strategy. Conversely, investing in investment options
that feature a managed-volatility strategy may be helpful in a declining market
when high market volatility triggers a reduction in the investment option's
equity exposure because during these periods of high volatility, the risk of
losses from investing in equity securities may increase. In these instances,
your account value may decline less than would have been the case had you not
been invested in investment options that feature a volatility management
strategy.

Please see the underlying Portfolio prospectuses for more information in
general, as well as more information about the AXA volatility management
strategy. Please further note that certain other affiliated Portfolios, as well
as unaffiliated Portfolios, may utilize volatility management techniques that

                                      23

                      ABOUT THE PORTFOLIOS OF THE TRUSTS






differ from the AXA volatility management strategy. Any such Portfolio is not
identified under "Volatility Management" below in the chart. Such techniques
could also impact your account value in the same manner described above. Please
see the Portfolio prospectuses for more information about the Portfolios'
objective and strategies.

Portfolio allocations in certain AXA variable annuity contracts with guaranteed
benefits are subject to our Asset Transfer Program (ATP) feature. The ATP helps
us manage our financial exposure in connection with providing certain
guaranteed benefits, by using predetermined mathematical formulas to move
account value between the AXA Ultra Conservative Strategy Portfolio (an
investment option utilized solely by the ATP) and the other Portfolios offered
under those contracts. You should be aware that operation of the predetermined
mathematical formulas underpinning the ATP has the potential to adversely
impact the Portfolios, including their performance, risk profile and expenses.
This means that Portfolio investments in contracts with no ATP feature, such as
yours, could still be adversely impacted. Particularly during times of high
market volatility, if the ATP triggers substantial asset flows into and out of
a Portfolio, it could have the following effects on all contract owners
invested in that Portfolio:

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

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

PORTFOLIOS OF THE TRUSTS






----------------------------------------------------------------------------------------------------------------------
 AXA PREMIER VIP
 TRUST CLASS B
 SHARES                                                           INVESTMENT MANAGER (OR                   VOLATILITY
 PORTFOLIO NAME      OBJECTIVE                                    SUB-ADVISER(S), AS APPLICABLE)           MANAGEMENT
----------------------------------------------------------------------------------------------------------------------
                                                                                                  
CHARTER/SM/          Seeks to achieve high total return through   .   AXA Equitable Funds Management
  MULTI-SECTOR BOND  a combination of current income and              Group, LLC
                     capital appreciation.
----------------------------------------------------------------------------------------------------------------------
CHARTER/SM/ SMALL    Seeks to achieve long-term growth of         .   AXA Equitable Funds Management
  CAP GROWTH         capital.                                         Group, LLC
----------------------------------------------------------------------------------------------------------------------
CHARTER/SM/ SMALL    Seeks to achieve long-term growth of         .   AXA Equitable Funds Management
  CAP VALUE          capital.                                         Group, LLC
----------------------------------------------------------------------------------------------------------------------
TARGET 2025          Seeks the highest total return over time     .   AXA Equitable Funds Management
  ALLOCATION         consistent with its asset mix. Total return      Group, LLC
                     includes capital growth and income.
----------------------------------------------------------------------------------------------------------------------
TARGET 2035          Seeks the highest total return over time     .   AXA Equitable Funds Management
  ALLOCATION         consistent with its asset mix. Total return      Group, LLC
                     includes capital growth and income.
----------------------------------------------------------------------------------------------------------------------
TARGET 2045          Seeks the highest total return over time     .   AXA Equitable Funds Management
  ALLOCATION         consistent with its asset mix. Total return      Group, LLC
                     includes capital growth and income.
----------------------------------------------------------------------------------------------------------------------
TARGET 2055          Seeks the highest total return over time     .   AXA Equitable Funds Management
  ALLOCATION         consistent with its asset mix. Total return      Group, LLC
                     includes capital growth and income.





-----------------------------------------------------------------------------------------------------------
 EQ ADVISORS
 TRUST CLASS IB                                                INVESTMENT MANAGER
 SHARES                                                        (OR SUB-ADVISER(S),              VOLATILITY
 PORTFOLIO NAME      OBJECTIVE                                 AS APPLICABLE)                   MANAGEMENT
-----------------------------------------------------------------------------------------------------------
                                                                                       
ALL ASSET            Seeks long-term capital appreciation and  AXA Equitable Funds Management
  AGGRESSIVE - ALT   current income, with a greater emphasis      Group, LLC
  25                 on capital appreciation.
-----------------------------------------------------------------------------------------------------------
ALL ASSET GROWTH -   Seeks long-term capital appreciation and  AXA Equitable Funds Management
  ALT 20             current income.                              Group, LLC
-----------------------------------------------------------------------------------------------------------
ALL ASSET            Seeks long-term capital appreciation and  AXA Equitable Funds Management
  MODERATE GROWTH -  current income, with a greater emphasis      Group, LLC
  ALT 15             on current income.
-----------------------------------------------------------------------------------------------------------



                                      24

                      ABOUT THE PORTFOLIOS OF THE TRUSTS









----------------------------------------------------------------------------------------------------------------
 EQ ADVISORS
 TRUST CLASS IB                                                 INVESTMENT MANAGER
 SHARES                                                         (OR SUB-ADVISER(S),                VOLATILITY
 PORTFOLIO NAME      OBJECTIVE                                  AS APPLICABLE)                     MANAGEMENT
----------------------------------------------------------------------------------------------------------------
                                                                                          
AXA 400 MANAGED      Seeks to achieve long-term growth of       AllianceBernstein L.P.             (check mark)
  VOLATILITY         capital with an emphasis on risk-adjusted  AXA Equitable Funds Management
                     returns and managing volatility in the        Group, LLC
                     Portfolio.                                 BlackRock Investment
                                                                   Management, LLC
----------------------------------------------------------------------------------------------------------------
AXA 500 MANAGED      Seeks to achieve long-term growth of       AllianceBernstein L.P.             (check mark)
  VOLATILITY         capital with an emphasis on risk-adjusted  AXA Equitable Funds Management
                     returns and managing volatility in the        Group, LLC
                     Portfolio.                                 BlackRock Investment
                                                                   Management, LLC
----------------------------------------------------------------------------------------------------------------
AXA 2000 MANAGED     Seeks to achieve long-term growth of       AllianceBernstein L.P.             (check mark)
  VOLATILITY         capital with an emphasis on risk-adjusted  AXA Equitable Funds Management
                     returns and managing volatility in the        Group, LLC
                     Portfolio.                                 BlackRock Investment
                                                                   Management, LLC
----------------------------------------------------------------------------------------------------------------
AXA/AB SMALL CAP     Seeks to achieve long-term growth of       AllianceBernstein L.P.
  GROWTH             capital.
----------------------------------------------------------------------------------------------------------------
AXA BALANCED         Seeks long-term capital appreciation and   AXA Equitable Funds Management     (check mark)
  STRATEGY           current income.                               Group, LLC
----------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE     Seeks current income and growth of         AXA Equitable Funds Management     (check mark)
  GROWTH STRATEGY    capital, with a greater emphasis on           Group, LLC
                     current income.
----------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE     Seeks a high level of current income.      AXA Equitable Funds Management     (check mark)
  STRATEGY                                                         Group, LLC
----------------------------------------------------------------------------------------------------------------
AXA GLOBAL EQUITY    Seeks to achieve long-term capital         AXA Equitable Funds Management     (check mark)
  MANAGED VOLATILITY appreciation with an emphasis on risk-        Group, LLC
                     adjusted returns and managing volatility   BlackRock Investment
                     in the Portfolio.                             Management, LLC
                                                                Morgan Stanley Investment
                                                                   Management Inc.
                                                                OppenheimerFunds, Inc.
----------------------------------------------------------------------------------------------------------------
AXA GROWTH STRATEGY  Seeks long-term capital appreciation and   AXA Equitable Funds Management     (check mark)
                     current income, with a greater emphasis       Group, LLC
                     on capital appreciation.
----------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL    Seeks to achieve long-term growth of       AXA Equitable Funds Management     (check mark)
  CORE MANAGED       capital with an emphasis on risk-adjusted     Group, LLC
  VOLATILITY         returns and managing volatility in the     BlackRock Investment
                     Portfolio.                                    Management, LLC
                                                                EARNEST Partners, LLC
                                                                Massachusetts Financial Services
                                                                   Company d/b/a MFS Investment
                                                                   Management
                                                                Federated Global Investment
                                                                   Management Corp.
----------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL    Seeks to achieve long-term growth of       AllianceBernstein L.P.             (check mark)
  MANAGED VOLATILITY capital with an emphasis on risk-adjusted  AXA Equitable Funds Management
                     returns and managing volatility in the        Group, LLC
                     Portfolio.                                 BlackRock Investment
                                                                   Management, LLC
----------------------------------------------------------------------------------------------------------------



                                      25

                      ABOUT THE PORTFOLIOS OF THE TRUSTS









----------------------------------------------------------------------------------------------------------------
 EQ ADVISORS
 TRUST CLASS IB                                                 INVESTMENT MANAGER
 SHARES                                                         (OR SUB-ADVISER(S),                VOLATILITY
 PORTFOLIO NAME      OBJECTIVE                                  AS APPLICABLE)                     MANAGEMENT
----------------------------------------------------------------------------------------------------------------
                                                                                          
AXA INTERNATIONAL    Seeks to provide current income and long-  AXA Equitable Funds Management     (check mark)
  VALUE MANAGED      term growth of income, accompanied by         Group, LLC
  VOLATILITY         growth of capital with an emphasis on      BlackRock Investment
                     risk-adjusted returns and managing            Management, LLC
                     volatility in the Portfolio.               Northern Cross, LLC
----------------------------------------------------------------------------------------------------------------
AXA LARGE CAP CORE   Seeks to achieve long-term growth of       AXA Equitable Funds Management     (check mark)
  MANAGED VOLATILITY capital with an emphasis on risk-adjusted     Group, LLC
                     returns and managing volatility in the     BlackRock Investment
                     Portfolio.                                    Management, LLC
                                                                Capital Guardian Trust Company
                                                                Vaughan Nelson Investment
                                                                   Management
                                                                Thornburg Investment
                                                                   Management, Inc.
----------------------------------------------------------------------------------------------------------------
AXA LARGE CAP        Seeks to provide long-term capital growth  AXA Equitable Funds Management     (check mark)
  GROWTH MANAGED     with an emphasis on risk-adjusted returns     Group, LLC
  VOLATILITY         and managing volatility in the Portfolio.  BlackRock Investment
                                                                   Management, LLC
                                                                Loomis, Sayles & Company, L.P.
                                                                T. Rowe Price Associates, Inc.
                                                                Wells Capital Management, Inc.
----------------------------------------------------------------------------------------------------------------
AXA LARGE CAP VALUE  Seeks to achieve long-term growth of       AllianceBernstein L.P.             (check mark)
  MANAGED VOLATILITY capital with an emphasis on risk-adjusted  AXA Equitable Funds Management
                     returns and managing volatility in the        Group, LLC
                     Portfolio.                                 BlackRock Investment
                                                                   Management, LLC
                                                                Massachusetts Financial Services
                                                                   Company d/b/a MFS Investment
                                                                   Management
----------------------------------------------------------------------------------------------------------------
AXA/LOOMIS SAYLES    Seeks to achieve capital appreciation.     Loomis, Sayles & Company, L.P.
  GROWTH
----------------------------------------------------------------------------------------------------------------
AXA MID CAP VALUE    Seeks to achieve long-term capital         AXA Equitable Funds Management     (check mark)
  MANAGED VOLATILITY appreciation with an emphasis on risk         Group, LLC
                     adjusted returns and managing volatility   BlackRock Investment
                     in the Portfolio.                             Management, LLC
                                                                Diamond Hill Capital
                                                                   Management, Inc.
                                                                Wellington Management
                                                                   Company, LLP
----------------------------------------------------------------------------------------------------------------
AXA MODERATE GROWTH  Seeks long-term capital appreciation and   AXA Equitable Funds Management     (check mark)
  STRATEGY           current income, with a greater emphasis       Group, LLC
                     on current income.
----------------------------------------------------------------------------------------------------------------
AXA SMARTBETA        Seeks to achieve long-term capital         AXA Rosenberg Management, LLC
  EQUITY/(1)/        appreciation.
----------------------------------------------------------------------------------------------------------------
EQ/BLACKROCK BASIC   Seeks to achieve capital appreciation and  BlackRock Investment
  VALUE EQUITY       secondarily, income.                          Management, LLC
----------------------------------------------------------------------------------------------------------------
EQ/BOSTON ADVISORS   Seeks a combination of growth and          Boston Advisors, LLC
  EQUITY INCOME      income to achieve an above-average and
                     consistent total return.
----------------------------------------------------------------------------------------------------------------
EQ/CALVERT SOCIALLY  Seeks to achieve long-term capital         Calvert Investment Management
  RESPONSIBLE        appreciation.                                 Inc.
----------------------------------------------------------------------------------------------------------------



                                      26

                      ABOUT THE PORTFOLIOS OF THE TRUSTS









--------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS
 TRUST CLASS IB                                                      INVESTMENT MANAGER
 SHARES                                                              (OR SUB-ADVISER(S),                 VOLATILITY
 PORTFOLIO NAME      OBJECTIVE                                       AS APPLICABLE)                      MANAGEMENT
--------------------------------------------------------------------------------------------------------------------
                                                                                                
EQ/CAPITAL GUARDIAN  Seeks to achieve long-term growth of            Capital Guardian Trust Company
  RESEARCH           capital.
--------------------------------------------------------------------------------------------------------------------
EQ/COMMON STOCK      Seeks to achieve a total return before          AllianceBernstein L.P.
  INDEX              expenses that approximates the total
                     return performance of the Russell 3000(R)
                     Index, including reinvestment of
                     dividends, at a risk level consistent with
                     that of the Russell 3000(R) Index.
--------------------------------------------------------------------------------------------------------------------
EQ/CONVERTIBLE       Seeks a high level of total return.             AXA Equitable Funds Management
  SECURITIES/(1)/                                                       Group, LLC
                                                                     Palisade Capital Management,
                                                                        L.L.C.
--------------------------------------------------------------------------------------------------------------------
EQ/CORE BOND INDEX   Seeks to achieve a total return before          SSgA Funds Management, Inc.
                     expenses that approximates the total return
                     performance of the Barclays Intermediate
                     U.S. Government/Credit Bond Index,
                     including reinvestment of dividends, at a risk
                     level consistent with that of the Barclays
                     Intermediate U.S. Government/Credit Bond
                     Index.
--------------------------------------------------------------------------------------------------------------------
EQ/EQUITY 500 INDEX  Seeks to achieve a total return before          AllianceBernstein L.P.
                     expenses that approximates the total return
                     performance of the Standard & Poor's 500
                     Composite Stock Price Index, including
                     reinvestment of dividends, at a risk level
                     consistent with that of the Standard &
                     Poor's 500 Composite Stock Price Index.
--------------------------------------------------------------------------------------------------------------------
EQ/GAMCO MERGERS     Seeks to achieve capital appreciation.          GAMCO Asset Management, Inc.
  AND ACQUISITIONS
--------------------------------------------------------------------------------------------------------------------
EQ/GAMCO SMALL       Seeks to maximize capital appreciation.         GAMCO Asset Management, Inc.
  COMPANY VALUE
--------------------------------------------------------------------------------------------------------------------
EQ/GLOBAL BOND PLUS  Seeks to achieve capital growth and             AXA Equitable Funds Management
                     current income.                                    Group, LLC
                                                                     BlackRock Investment
                                                                        Management, LLC
                                                                     First International Advisors, LLC
                                                                     Wells Capital Management, Inc.
--------------------------------------------------------------------------------------------------------------------
EQ/INTERMEDIATE      Seeks to achieve a total return before          AXA Equitable Funds Management
  GOVERNMENT BOND    expenses that approximates the total return        Group, LLC
                     performance of the Barclays U.S.                SSgA Funds Management, Inc.
                     Intermediate Government Bond Index,
                     including reinvestment of dividends, at a
                     risk level consistent with that of the
                     Barclays U.S. Intermediate Government
                     Bond Index.
--------------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL     Seeks to achieve a total return (before         AllianceBernstein L.P.
  EQUITY INDEX       expenses) that approximates the total return
                     performance of a composite index
                     comprised of 40% DJ Euro STOXX 50 Index,
                     25% FTSE 100 Index, 25% TOPIX Index,
                     and 10% S&P/ASX 200 Index, including
                     reinvestment of dividends, at a risk level
                     consistent with that of the composite index.
--------------------------------------------------------------------------------------------------------------------



                                      27

                      ABOUT THE PORTFOLIOS OF THE TRUSTS









--------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS
 TRUST CLASS IB                                                       INVESTMENT MANAGER
 SHARES                                                               (OR SUB-ADVISER(S),                VOLATILITY
 PORTFOLIO NAME      OBJECTIVE                                        AS APPLICABLE)                     MANAGEMENT
--------------------------------------------------------------------------------------------------------------------
                                                                                                
EQ/INVESCO COMSTOCK  Seeks to achieve capital growth and              Invesco Advisers, Inc.
                     income.
--------------------------------------------------------------------------------------------------------------------
EQ/JPMORGAN VALUE    Seeks to achieve long-term capital               J.P. Morgan Investment
  OPPORTUNITIES      appreciation.                                       Management Inc.
--------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH  Seeks to achieve a total return before           AllianceBernstein L.P.
  INDEX              expenses that approximates the total
                     return performance of the Russell 1000(R)
                     Growth Index, including reinvestment of
                     dividends at a risk level consistent with
                     that of the Russell 1000(R) Growth Index.
--------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE   Seeks to achieve a total return before           SSgA Funds Management, Inc.
  INDEX              expenses that approximates the total
                     return performance of the Russell 1000(R)
                     Value Index, including reinvestment of
                     dividends, at a risk level consistent with
                     that of the Russell 1000(R) Value Index.
--------------------------------------------------------------------------------------------------------------------
EQ/MFS               Seeks to achieve capital appreciation.           Massachusetts Financial Services
  INTERNATIONAL                                                          Company d/b/a MFS Investment
  GROWTH                                                                 Management
--------------------------------------------------------------------------------------------------------------------
EQ/MID CAP INDEX     Seeks to achieve a total return before           SSgA Funds Management, Inc.
                     expenses that approximates the total return
                     performance of the Standard & Poor's Mid
                     Cap 400 Index, including reinvestment of
                     dividends, at a risk level consistent with that
                     of the Standard & Poor's Mid Cap 400
                     Index.
--------------------------------------------------------------------------------------------------------------------
EQ/MONEY MARKET/(2)/ Seeks to obtain a high level of current          The Dreyfus Corporation
                     income, preserve its assets and maintain
                     liquidity.
--------------------------------------------------------------------------------------------------------------------
EQ/MORGAN STANLEY    Seeks to achieve capital growth.                 Morgan Stanley Investment
  MID CAP GROWTH                                                         Management Inc.
--------------------------------------------------------------------------------------------------------------------
EQ/PIMCO ULTRA       Seeks to generate a return in excess of          Pacific Investment Management
  SHORT BOND         traditional money market products while             Company LLC
                     maintaining an emphasis on preservation
                     of capital and liquidity.
--------------------------------------------------------------------------------------------------------------------
EQ/QUALITY BOND PLUS Seeks to achieve high current income             AllianceBernstein L.P.
                     consistent with moderate risk to capital.        AXA Equitable Funds Management
                                                                         Group, LLC
                                                                      Pacific Investment Management
                                                                         Company LLC
--------------------------------------------------------------------------------------------------------------------
EQ/SMALL COMPANY     Seeks to replicate as closely as possible        AllianceBernstein L.P.
  INDEX              (before expenses) the total return of the
                     Russell 2000(R) Index.
--------------------------------------------------------------------------------------------------------------------
EQ/T. ROWE PRICE     Seeks to achieve long-term capital               T. Rowe Price Associates, Inc.
  GROWTH STOCK       appreciation and secondarily, income.
--------------------------------------------------------------------------------------------------------------------
EQ/UBS GROWTH AND    Seeks to achieve total return through            UBS Global Asset Management
  INCOME             capital appreciation with income as a               (Americas) Inc.
                     secondary consideration.
--------------------------------------------------------------------------------------------------------------------
EQ/WELLS FARGO       Seeks to achieve long-term capital               Wells Capital Management, Inc.
  OMEGA GROWTH       growth.
--------------------------------------------------------------------------------------------------------------------



                                      28

                      ABOUT THE PORTFOLIOS OF THE TRUSTS









----------------------------------------------------------------------------------------------------------------
 EQ ADVISORS
 TRUST CLASS IB                                                  INVESTMENT MANAGER
 SHARES                                                          (OR SUB-ADVISER(S),                 VOLATILITY
 PORTFOLIO NAME      OBJECTIVE                                   AS APPLICABLE)                      MANAGEMENT
----------------------------------------------------------------------------------------------------------------
                                                                                            
MULTIMANAGER         Seeks to achieve long-term growth of        AllianceBernstein L.P.
  AGGRESSIVE EQUITY  capital.                                    AXA Equitable Funds Management
                                                                    Group, LLC
                                                                 ClearBridge Investments, LLC
                                                                 Scotia Institutional Asset
                                                                    Management US, Ltd.
                                                                 T. Rowe Price Associates, Inc.
                                                                 Westfield Capital Management
                                                                    Company, L.P.
----------------------------------------------------------------------------------------------------------------
MULTIMANAGER CORE    Seeks to achieve a balance of high current  AXA Equitable Funds Management
  BOND               income and capital appreciation,               Group, LLC
                     consistent with a prudent level of risk.    BlackRock Financial Management,
                                                                    Inc.
                                                                 DoubleLine Capital LP
                                                                 Pacific Investment Management
                                                                    Company LLC
                                                                 SSgA Funds Management, Inc.
----------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID     Seeks to achieve long-term growth of        AllianceBernstein L.P.
  CAP GROWTH         capital.                                    AXA Equitable Funds Management
                                                                    Group, LLC
                                                                 BlackRock Investment
                                                                    Management, LLC
                                                                 Franklin Advisers, Inc.
                                                                 Wellington Management
                                                                    Company, LLP
----------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID     Seeks to achieve long-term growth of        AXA Equitable Funds Management
  CAP VALUE          capital.                                       Group, LLC
                                                                 BlackRock Investment
                                                                    Management, LLC
                                                                 Diamond Hill Capital
                                                                    Management, Inc.
                                                                 Lord, Abbett & Co. LLC
----------------------------------------------------------------------------------------------------------------
MULTIMANAGER         Seeks to achieve long-term growth of        Allianz Global Investors U.S. LLC
  TECHNOLOGY         capital.                                    AXA Equitable Funds Management
                                                                    Group, LLC
                                                                 SSgA Funds Management, Inc.
                                                                 Wellington Management
                                                                    Company, LLP







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



                                      29

                      ABOUT THE PORTFOLIOS OF THE TRUSTS











---------------------------------------------------------------------------------------------------------
 AMERICAN CENTURY
 VARIABLE
 PORTFOLIOS, INC.
 -- CLASS II                                                               INVESTMENT MANAGER (OR
 PORTFOLIO NAME      OBJECTIVE                                             SUB-ADVISER(S), AS APPLICABLE)
---------------------------------------------------------------------------------------------------------
                                                                     
AMERICAN CENTURY VP  The fund seeks long-term capital growth. Income is a  .   American Century
  MID CAP VALUE FUND secondary objective.                                      Investment Management,
                                                                               Inc.







------------------------------------------------------------------------------------------------------------
 AMERICAN FUNDS
 INSURANCE SERIES(R)
 PORTFOLIO NAME --                                                            INVESTMENT MANAGER (OR
 CLASS 4 SHARES       OBJECTIVE                                               SUB-ADVISER(S), AS APPLICABLE)
------------------------------------------------------------------------------------------------------------
                                                                        
GLOBAL SMALL          The fund's investment objective is to provide you with  .   Capital Research and
  CAPITALIZATION      long-term growth of capital.                                Management Company
  FUND/SM/
------------------------------------------------------------------------------------------------------------
NEW WORLD FUND(R)     The fund's investment objective is long-term capital    .   Capital Research and
                      appreciation.                                               Management Company







-------------------------------------------------------------------------------------------------------------
 FIDELITY(R)
 VARIABLE INSURANCE
 PRODUCTS (VIP) -
 SERVICE CLASS 2                                                               INVESTMENT MANAGER (OR
 PORTFOLIO NAME      OBJECTIVE                                                 SUB-ADVISER(S), AS APPLICABLE)
-------------------------------------------------------------------------------------------------------------
                                                                         
FIDELITY(R) VIP      Seeks long-term capital appreciation.                     .   Fidelity Management and
  CONTRAFUND(R)                                                                    Research Company (FMR)
  PORTFOLIO
-------------------------------------------------------------------------------------------------------------
FIDELITY(R) VIP      Seeks high total return through a combination of current  .   Fidelity Management and
  GROWTH & INCOME    income and capital appreciation.                              Research Company (FMR)
  PORTFOLIO
-------------------------------------------------------------------------------------------------------------
FIDELITY(R) VIP MID  Seeks long-term growth of capital.                        .   Fidelity Management &
  CAP PORTFOLIO                                                                    Research Company (FMR)







----------------------------------------------------------------------------------------------------------------
 FRANKLIN TEMPLETON
 VARIABLE INSURANCE
 PRODUCTS TRUST --
 CLASS 2                                                                          INVESTMENT MANAGER (OR
 PORTFOLIO NAME      OBJECTIVE                                                    SUB-ADVISER(S), AS APPLICABLE)
----------------------------------------------------------------------------------------------------------------
                                                                            
FRANKLIN MUTUAL      The Fund's principal investment goal is capital              .   Franklin Mutual Advisers,
  SHARES VIP FUND    appreciation. Its secondary goal is income.                      LLC
----------------------------------------------------------------------------------------------------------------
FRANKLIN RISING      Seeks long-term capital appreciation, with preservation of   .   Franklin Advisory
  DIVIDENDS VIP FUND capital as an important consideration.                           Services, LLC
----------------------------------------------------------------------------------------------------------------
FRANKLIN SMALL CAP   Seeks long-term total return.                                .   Franklin Advisory
  VALUE VIP FUND                                                                      Services, LLC
----------------------------------------------------------------------------------------------------------------
FRANKLIN STRATEGIC   The Fund's principal investment goal is to seek a high       .   Franklin Advisers, Inc.
  INCOME VIP FUND    level of current income. Its secondary goal is capital
                     appreciation over long term.
----------------------------------------------------------------------------------------------------------------
TEMPLETON            Seeks long-term capital appreciation.                        .   Templeton Asset
  DEVELOPING                                                                          Management Ltd.
  MARKETS VIP FUND
----------------------------------------------------------------------------------------------------------------
TEMPLETON GLOBAL     Seeks high current income, consistent with preservation of   .   Franklin Advisers, Inc.
  BOND VIP FUND      capital. Capital appreciation is a secondary consideration.
----------------------------------------------------------------------------------------------------------------
TEMPLETON GROWTH     Seeks long-term capital growth.                              .   Templeton Global Advisors
  VIP FUND                                                                            Limited
----------------------------------------------------------------------------------------------------------------





 GOLDMAN SACHS
 VARIABLE
 INSURANCE TRUST --
 SERVICE SHARES                                             INVESTMENT MANAGER (OR
 PORTFOLIO NAME      OBJECTIVE                              SUB-ADVISER(S), AS APPLICABLE)
------------------------------------------------------------------------------------------
                                                      
GOLDMAN SACHS VIT    Seeks long-term capital appreciation.  .   Goldman Sachs Asset
  MID CAP VALUE FUND                                            Management, L.P.







-------------------------------------------------------------------------------------------------------------
 IVY FUNDS VARIABLE
 INSURANCE
 PORTFOLIOS                                                                    INVESTMENT MANAGER (OR
 PORTFOLIO NAME      OBJECTIVE                                                 SUB-ADVISER(S), AS APPLICABLE)
-------------------------------------------------------------------------------------------------------------
                                                                         
IVY FUNDS VIP ENERGY To seek to provide capital growth and appreciation.       .   Waddell & Reed Investment
                                                                                   Management Company
                                                                                   (WRIMCO)
-------------------------------------------------------------------------------------------------------------
IVY FUNDS VIP HIGH   To seek to provide total return through a combination of  .   Waddell & Reed Investment
  INCOME             high current income and capital appreciation.                 Management Company
                                                                                   (WRIMCO)
-------------------------------------------------------------------------------------------------------------
IVY FUNDS VIP MID    To seek to provide growth of capital.                     .   Waddell & Reed Investment
  CAP GROWTH                                                                       Management Company
                                                                                   (WRIMCO)
-------------------------------------------------------------------------------------------------------------



                                      30

                      ABOUT THE PORTFOLIOS OF THE TRUSTS









------------------------------------------------------------------------------------------
 IVY FUNDS VARIABLE
 INSURANCE
 PORTFOLIOS                                                 INVESTMENT MANAGER (OR
 PORTFOLIO NAME      OBJECTIVE                              SUB-ADVISER(S), AS APPLICABLE)
------------------------------------------------------------------------------------------
                                                      
IVY FUNDS VIP        To seek to provide growth of capital.  .   Waddell & Reed Investment
  SCIENCE AND                                                   Management Company
  TECHNOLOGY                                                    (WRIMCO)
------------------------------------------------------------------------------------------
IVY FUNDS VIP SMALL  To seek to provide growth of capital.  .   Waddell & Reed Investment
  CAP GROWTH                                                    Management Company
                                                                (WRIMCO)







------------------------------------------------------------------------------------------
 LAZARD RETIREMENT
 SERIES, INC. --
 SERVICE SHARES                                             INVESTMENT MANAGER (OR
 PORTFOLIO NAME      OBJECTIVE                              SUB-ADVISER(S), AS APPLICABLE)
------------------------------------------------------------------------------------------
                                                      
LAZARD RETIREMENT    Seeks long-term capital appreciation.  .   Lazard Asset Management
  EMERGING MARKETS                                              LLC
  EQUITY PORTFOLIO







--------------------------------------------------------------------------------------------------------
 MFS(R) VARIABLE
 INSURANCE TRUSTS --
 SERVICE CLASS                                                            INVESTMENT MANAGER (OR
 PORTFOLIO NAME       OBJECTIVE                                           SUB-ADVISER(S), AS APPLICABLE)
--------------------------------------------------------------------------------------------------------
                                                                    
MFS(R)                The fund's investment objective is to seek capital  .   Massachusetts Financial
  INTERNATIONAL       appreciation.                                           Services Company
  VALUE PORTFOLIO
--------------------------------------------------------------------------------------------------------
MFS(R)                The fund's investment objective is to seek capital  .   Massachusetts Financial
  MASSACHUSETTS       appreciation.                                           Services Company
  INVESTORS GROWTH
  STOCK PORTFOLIO
--------------------------------------------------------------------------------------------------------
MFS(R) INVESTORS      The fund's investment objective is to seek capital  .   Massachusetts Financial
  TRUST SERIES        appreciation.                                           Services Company







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







-------------------------------------------------------------------------------------------------------------
 T. ROWE PRICE
 EQUITY SERIES, INC.                                                           INVESTMENT MANAGER (OR
 PORTFOLIO NAME       OBJECTIVE                                                SUB-ADVISER(S), AS APPLICABLE)
-------------------------------------------------------------------------------------------------------------
                                                                         
T. ROWE PRICE         Seeks a high level of dividend income and long-term      .   T. Rowe Price Associates,
  EQUITY INCOME       capital growth primarily through investments in stocks.      Inc.
  PORTFOLIO - II
-------------------------------------------------------------------------------------------------------------







 VANECK VIP TRUST --                                                             INVESTMENT MANAGER (OR
 INITIAL SHARES       OBJECTIVE                                                  SUB-ADVISER(S), AS APPLICABLE)
---------------------------------------------------------------------------------------------------------------
                                                                           
VANECK VIP GLOBAL     Seeks long-term capital appreciation by investing          .   Van Eck Associates
  HARD ASSETS FUND    primarily in hard asset securities. Income is a secondary      Corporation
                      consideration.
---------------------------------------------------------------------------------------------------------------





(1)This Portfolio will be available on or about May 20, 2016, subject to
   regulatory approval.
(2)The Board of Trustees of EQ Advisors Trust has approved changes to the
   Portfolio's principal investment strategies that will allow the Portfolio to
   operate as a "government money market fund." Effective April 1, 2016, the
   Portfolio will invest at least 99.5% of its total assets in U.S. government
   securities, cash, and/or repurchase agreements that are fully collateralized
   by U.S. government securities or cash.


YOU SHOULD CONSIDER THE INVESTMENT OBJECTIVES, RISKS, AND CHARGES AND EXPENSES
OF THE PORTFOLIOS CAREFULLY BEFORE INVESTING. THE PROSPECTUSES FOR THE TRUSTS
CONTAIN THIS AND OTHER IMPORTANT INFORMATION ABOUT THE PORTFOLIOS. THE
PROSPECTUSES SHOULD BE READ CAREFULLY BEFORE INVESTING. IN ORDER TO OBTAIN
COPIES OF THE TRUST PROSPECTUSES THAT DO NOT ACCOMPANY THIS PROSPECTUS, YOU MAY
CALL ONE OF OUR CUSTOMER SERVICE REPRESENTATIVES AT 1-800-777-6510 (FOR U.S.
RESIDENTS) OR 1-704-341-7000 (OUTSIDE OF THE U.S.).

                                      31

                      ABOUT THE PORTFOLIOS OF THE TRUSTS





5. About the Market Stabilizer Option(R) (applicable only if allocating amounts
to the MSO)

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

We offer a Market Stabilizer Option(R) that provides a rate of return tied to
the performance of the S&P 500 Price Return Index.

DEFINITIONS

CHARGE RESERVE AMOUNT -- A minimum amount of policy account value in the
Unloaned GIO that you are required to maintain in order to approximately cover
the estimated monthly charges for the policy (including, but not limited to,
the policy's monthly cost of insurance charge, the policy's monthly
administrative charge, the policy's monthly mortality and expense risk charge,
the MSO's monthly Variable Index Segment Account Charge and any monthly
optional rider charges) during the Segment Term. The Charge Reserve Amount will
be determined on each Segment Start Date as an amount projected to be
sufficient to cover all of the policy's monthly deductions during the Segment
Term, assuming at the time such calculation is made that no interest or
investment performance is credited to or charged against the policy account and
that no policy changes or additional premium payments are made. The Charge
Reserve Amount will be reduced by each subsequent monthly deduction (but not to
less than zero). THERE IS NO REQUIREMENT TO MAINTAIN A CHARGE RESERVE AMOUNT IF
YOU ARE NOT IN A SEGMENT. Please see "Segments" later in this section for more
information about the investment options from which account value could be
transferred to the Unloaned GIO on a Segment Start Date (or the effective date
of a requested face amount increase) in order to meet this requirement.

DOWNSIDE PROTECTION (ALSO REFERRED TO IN YOUR POLICY AS THE "SEGMENT LOSS
ABSORPTION THRESHOLD RATE") -- This is your protection against negative
performance of the S&P 500 Price Return index for a Segment held until its
Segment Maturity Date. It is currently -25%. THE DOWNSIDE PROTECTION IS SET ON
THE SEGMENT START DATE AND ANY DOWNSIDE PROTECTION IN EXCESS OF -25%, WILL BE
SET AT AXA EQUITABLE'S SOLE DISCRETION. However, the Downside Protection will
not change during a Segment Term and at least -25% of Downside Protection will
always be provided when a Segment is held until the Segment Maturity Date.

EARLY DISTRIBUTION ADJUSTMENT ("EDA," MAY ALSO BE REFERRED TO IN YOUR POLICY AS
THE "MARKET VALUE ADJUSTMENT") -- The EDA is an adjustment that we make to your
Segment Account Value, before a Segment matures, in the event you surrender
your policy, take a loan from a Segment or if we should find it necessary to
make deductions for monthly charges or any other distribution from a Segment.
(Such other distributions would include any distributions from the policy that
we deem necessary to continue to qualify the policy as life insurance under
applicable tax law, any unpaid loan interest, or any transfer in connection
with the exercise of a rider available under your policy.) An EDA that is made
will cause you to lose principal, through the application of a Put Option
Factor, and that loss could be substantial. However, because of a pro rata
refund of certain charges already paid that is included in the EDA , the net
effect of the EDA will not always result in the reduction of principal. The EDA
will usually result in a reduction in your Segment Account Value and your other
policy values. Therefore, you should give careful consideration before taking
any early loan or surrender, or allowing the value in your other investment
options to fall so low that we must make any monthly deduction from a Segment.
Please see "Early Distribution Adjustment" later in this section for more
information.

GROWTH CAP RATE -- The maximum rate of return that will be applied to a Segment
Account Value. THE GROWTH CAP RATE IS SET FOR EACH SEGMENT ON THE SEGMENT START
DATE. WHILE THE GROWTH CAP RATE IS SET AT THE AXA EQUITABLE'S SOLE DISCRETION,
the Growth Cap Rate will not change during a Segment Term and the Growth Cap
Rate will always be at least 6%.

INDEX -- The S&P 500 Price Return index, which is the S&P 500 index excluding
dividends. This index includes 500 leading companies in leading industries in
the U.S. economy.

INDEX PERFORMANCE RATE -- The Index Performance Rate measures the percentage
change in the Index during a Segment Term for each Segment. If the Index is
discontinued or if the calculation of the Index is substantially changed, we
reserve the right to substitute an alternative index. We also reserve the right
to choose an alternative index at our discretion. Please see "Change in Index"
for more information.

The Index Performance Rate is calculated by ((b) divided by (a)) minus one,
where:

(a)is the value of the Index at the close of business on the Segment Start
   Date, and

(b)is the value of the Index at the close of business on the Segment Maturity
   Date.

We determine the value of the Index at the close of business, which is the end
of a business day. Generally, a business day is any day the New York Stock
Exchange is open for trading. If the New York Stock Exchange is not open for
trading or if the Index value is, for any other reason, not published on the
Segment Start Date or a Segment Maturity Date, the value of the Index will be
determined as of the end of the most recent preceding business day for which
the Index value is published.

INDEX-LINKED RATE OF RETURN -- The rate of return we apply to calculate the
Index-Linked Return which is based on the Index Performance Rate adjusted to
reflect the Growth Cap Rate and protection against negative performance.
Therefore, if the performance of the Index is zero or positive, we will apply
that performance up to the Growth Cap Rate. If the performance of the Index is
negative, we will apply performance of zero unless the decline in the
performance of the Index is below -25% in which case negative performance in
excess of -25% will apply. Please see the chart under "Index-Linked Return" for
more information.

INDEX-LINKED RETURN -- The amount that is applied to the Segment Account Value
on the Segment Maturity Date that is equal to that Segment's Index-Linked Rate
of Return multiplied by the Segment Account Value on the Segment Maturity Date.
The Index-Linked

                                      32

ABOUT THE MARKET STABILIZER OPTION(R) (APPLICABLE ONLY IF ALLOCATING AMOUNTS TO
                                   THE MSO)






Return may be positive, negative or zero. In the event that the S&P 500 Price
Return index sustains a 100% loss, the maximum loss of principal would be 75%.
The Indexed-Linked Return is only applied to amounts that remain in a Segment
Account Value until the Segment Maturity Date. For example, a surrender of your
policy before Segment maturity will eliminate any Index-Linked Return and be
subject to an Early Distribution Adjustment.

INITIAL SEGMENT ACCOUNT -- The amount initially transferred to a Segment from
the MSO Holding Account on its Segment Start Date, net of:

(a)the Variable Index Benefit Charge (see "Charges" later in this section)

   and

(b)the amount, if any, that may have been transferred from the MSO Holding
   Account to the Unloaned GIO to cover the Charge Reserve Amount (see "Charge
   Reserve Amount" later in this section). Such a transfer would be made from
   the MSO Holding Account to cover the Charge Reserve Amount only (1) if you
   have given us instructions to make such a transfer or (2) in the other
   limited circumstances described under "Segments" later in this section.

MSO HOLDING ACCOUNT -- This is a portion of the EQ/Money Market variable
investment option that holds amounts designated by the policy owner for
investment in the MSO prior to any transfer into the next available new Segment.

SEGMENT -- The portion of your total investment in the MSO that is associated
with a specific Segment Start Date. You create a new Segment each time an
amount is transferred from the MSO Holding Account into a Segment Account.

SEGMENT ACCOUNT VALUE (ALSO REFERRED TO IN YOUR POLICY AS THE "SEGMENT
ACCOUNT") -- The amount of an Initial Segment Account subsequently reduced by
any monthly deductions, policy loans and unpaid loan interest, and
distributions from the policy that we deem necessary to continue to qualify the
policy as life insurance under applicable tax law, which are allocated to the
Segment. Any such reduction in the Segment Account Value prior to its Segment
Maturity Date will result in a corresponding Early Distribution Adjustment,
which will cause you to lose principal, and that loss could be substantial. The
Segment Account Value is used in determining policy account values, death
benefits, and the net amount at risk for monthly cost of insurance calculations
of the policy and the new base policy face amount associated with a requested
change in death benefit option.

For example, if you put $1,000 into the MSO Holding Account, $992.50 would go
into a Segment. This amount represents the Initial Segment Account. The Segment
Account Value represents the value in the Segment which gets reduced by any
deductions allocated to the Segment, with corresponding EDAs, through the
course of the Segment Term. The Segment Distribution Value represents what you
would receive upon surrendering the policy and reflects the EDA upon surrender.

SEGMENT DISTRIBUTION VALUE (ALSO REFERRED TO IN YOUR POLICY AS THE "SEGMENT
VALUE") -- This is the Segment Account Value minus the Early Distribution
Adjustment that would apply on a full surrender of that Segment at any time
prior to the Segment Maturity Date. Segment Distribution Values will be used in
determining policy value available to cover monthly deductions, proportionate
surrender charges for requested face amount reductions, and other
distributions; cash surrender values and maximum loan values subject to any
applicable base policy surrender charge. They will also be used in determining
whether any outstanding policy loan and accrued loan interest exceeds the
policy account value.

SEGMENT MATURITY GIO LIMITATION -- A specified percentage limitation on the
amount of your Segment Maturity Value that may be allocated to the guaranteed
interest option. AXA Equitable reserves the right to implement a specified
percentage limitation on the amount of your Segment Maturity Value that may be
allocated to the guaranteed interest option. The specified percentage
limitation can be changed at any time, but it will never be less than 5% of
your Segment Maturity Value. We will transfer any portion of your Segment
Maturity Value that is allocated to the guaranteed interest option in excess of
the Segment Maturity GIO Limitation to the EQ/Money Market variable investment
option unless we receive your instructions prior to the Segment Maturity Date
that the Segment Maturity Value should be allocated to the MSO Holding Account
or to any other available variable investment option. Please see "Appendix IV:
Policy variations" later in this prospectus for more information.

SEGMENT MATURITY DATE -- The date on which a Segment Term is completed and the
Index-Linked Return for that Segment is applied to a Segment Account Value.

SEGMENT MATURITY VALUE -- This is the Segment Account Value adjusted by the
Index-Linked Return for that Segment.

SEGMENT START DATE -- The Segment Start Date is the day on which a Segment is
created.

SEGMENT TERM -- The duration of a Segment. The Segment Term for each Segment
begins on its Segment Start Date and ends on its Segment Maturity Date one year
later. We are currently only offering Segment Terms of approximately one year.
We may offer different durations in the future.

DESCRIPTION OF THE MARKET STABILIZER OPTION(R)

MSO HOLDING ACCOUNT

The amount of each transfer or loan repayment you make to the MSO, and the
balance of each premium payment you make to the MSO after any premium charge
under your base policy has been deducted, will first be placed in the MSO
Holding Account. The MSO Holding Account is a portion of the regular EQ/Money
Market variable investment option that will hold amounts allocated to the MSO
until the next available Segment Start Date. The MSO Holding Account has the
same rate of return as the EQ/Money Market variable investment option. We
currently plan on offering new Segments on a monthly basis but reserve the
right to offer them less frequently or to stop offering them or to suspend
offering them temporarily.


Before any account value is transferred into a Segment, you can transfer
amounts from the MSO Holding Account into other investment options available
under your policy at any time subject to any transfer restrictions within your
policy. You can transfer into and out of the MSO Holding Account at any time up
to and including the Segment Start Date provided your transfer request is
received at our Administrative Office by such date. For example, you can
transfer policy account value into the MSO Holding Account on the 3rd Friday of
June. That policy account value would transfer into the Segment


                                      33

ABOUT THE MARKET STABILIZER OPTION(R) (APPLICABLE ONLY IF ALLOCATING AMOUNTS TO
                                   THE MSO)






starting on that date, subject to the conditions mentioned earlier. You can
also transfer policy account value out of the MSO Holding Account before the
end of the business day on the Segment Start Date and that account value would
not be swept into the Segment starting on that date. Please refer to the "How
to reach us" section under "Who is AXA Equitable?" earlier in this prospectus
for more information regarding contacting us and communicating your
instructions. We also have specific forms that we recommend you use for
electing the MSO and any MSO transactions.

On the Segment Start Date, account value in the MSO Holding Account, excluding
charges and any account value transferred to cover the Charge Reserve Amount,
will be transferred into a Segment if all requirements and limitations are met
that are discussed under "Segments" immediately below.

SEGMENTS

Each Segment will have a Segment Start Date of the 3rd Friday of each calendar
month and will have a Segment Maturity Date on the 3rd Friday of the same
calendar month in the succeeding calendar year.

In order for any amount to be transferred from the MSO Holding Account into a
new Segment on a Segment Start Date, all of the following conditions must be
met on that date:

(1)The Growth Cap Rate for that Segment must be equal to or greater than your
   minimum Growth Cap Rate (Please see "Growth Cap Rate" later in this section).

(2)There must be sufficient account value available within the Unloaned GIO and
   the variable investment options including the MSO Holding Account to cover
   the Charge Reserve Amount as determined by us on such date (Please see
   "Charge Reserve Amount" later in this section).

(3)The Growth Cap Rate must be greater than the sum of the annual interest rate
   we are currently crediting on the Unloaned GIO ("A"), the Variable Index
   Benefit Charge rate ("B"), the annualized monthly Variable Index Segment
   Account Charge rate ("C") and the current annualized monthly mortality and
   expense risk charge rate ("D"). The Growth Cap Rate must be greater than
   (A+B+C+D). This is to ensure that the highest possible rate of return that
   could be received in a Segment after these charges (B+C+D) have been
   considered exceeds the interest crediting rate currently being offered in
   the Unloaned GIO.

(4)It must not be necessary, as determined by us on that date, for us to make a
   distribution from the policy during the Segment Term in order for the policy
   to continue to qualify as life insurance under applicable tax law.

(5)The total amount allocated to your Segments under your policy on that date
   must be less than any limit we may have established.

If there is sufficient policy account value in the Unloaned GIO to cover the
Charge Reserve Amount, then no transfers from other investment options to the
Unloaned GIO will need to be made. If there is insufficient value in the
Unloaned GIO to cover the Charge Reserve Amount and we do not receive
instructions from you specifying the investment options from which we should
transfer the account value to the Unloaned GIO to meet Charge Reserve Amount
requirements at the Segment Start Date, or the transfer instructions are not
possible due to insufficient funds, then the required amount will be
transferred proportionately from your variable investment options including the
MSO Holding Account.

If after any transfers there would be an insufficient amount in the Unloaned
GIO to cover the Charge Reserve Amount or the Growth Cap Rate for the next
available Segment does not qualify per your minimum Growth Cap Rate
instructions and the conditions listed above, then your amount in the MSO
Holding Account will remain there until we receive further instruction from
you. We will mail you a notice informing you that your account value did or did
not transfer from the MSO Holding Account into a Segment. These notices are
mailed on or about the next business day after the applicable Segment Start
Date.

SEGMENT MATURITY

Near the end of the Segment Term, we will notify you between 15 and 45 days
before the Segment Maturity Date that a Segment is about to mature. At that
time, you may choose to have all or a part of:

(a)the Segment Maturity Value rolled over into the MSO Holding Account

(b)the Segment Maturity Value transferred to the variable investment options
   available under your policy

(c)the Segment Maturity Value transferred to the Unloaned GIO subject to any
   Segment Maturity GIO Limitation that we may impose.

If we do not receive your transfer instructions before the Segment Maturity
Date, your Segment Maturity Value will automatically be rolled over into the
MSO Holding Account for investment in the next available Segment, subject to
the conditions listed under "Segments" above.

However, if we are not offering the MSO at that time, we will transfer the
Segment Maturity Value to the investment options available under your policy
per your instructions or to the EQ/Money Market investment option if no
instructions are received. If the Segment Maturity GIO Limitation is in effect,
then you may only allocate up to a specified percentage of your Segment
Maturity Value to the guaranteed interest option. That limitation will never be
less than 5% of your Segment Maturity Value. Any portion of the Segment
Maturity Value that is allocated to the guaranteed interest option in excess of
the Segment Maturity GIO Limitation will be allocated to the EQ/Money Market
variable investment option unless we receive your instructions prior to the
Segment Maturity Date that the Segment Maturity Value should be allocated to
any other available variable investment option. Please see "Right to
Discontinue and Limit Amounts Allocated to the MSO" and "Segment Maturity GIO
Limitation" for more information. Although under the policy we reserve the
right to apply a transfer charge up to $25 for each transfer among your
investment options, there will be no transfer charges for any of the transfers
discussed in this section. Please see "Appendix IV: Policy variations" later in
this prospectus for more information.

GROWTH CAP RATE

By allocating your account value to the MSO, you can participate in the
performance of the Index up to the applicable Growth Cap Rate that we declare
on the Segment Start Date.

Please note that this means you will not know the Growth Cap Rate for a new
Segment until after the account value has been transferred from the MSO Holding
Account into the Segment and you are not allowed to transfer the account value
out of a Segment before the Segment Maturity Date. Please see "Transfers" below.

Each Segment is likely to have a different Growth Cap Rate. However, the Growth
Cap Rate will never be less than 6%.

                                      34

                     ABOUT THE MARKET STABILIZER OPTION(R)
               (APPLICABLE ONLY IF ALLOCATING AMOUNTS TO THE MSO)







Your protection against negative performance for a Segment held until its
Segment Maturity Date is currently -25% ("Downside Protection" also referred to
in your policy as the "Segment Loss Absorption Threshold Rate"). We reserve the
right, for new Segments, to increase your Downside Protection against negative
performance. For example, if we were to adjust the Downside Protection for a
Segment to -100%, the Index-Linked Rate of Return for that Segment would not go
below 0%. Please note that any increase in the protection against negative
performance would likely result in a lower Growth Cap Rate than would otherwise
apply. We will provide notice between 15 and 45 days before any change in the
Downside Protection is effective. Any change would only apply to new Segments
started after the effective date of the change, which (coupled with the 15-45
day notice we will give) will afford you the opportunity to decline to
participate in any Segment that reflects a change in the Downside Protection.

THE GROWTH CAP RATE AND DOWNSIDE PROTECTION ARE SET AT THE COMPANY'S SOLE
DISCRETION. However, the Growth Cap Rate can never be less than 6% and we may
only increase your Downside Protection from the current -25%.

As part of your initial instructions in selecting the MSO, you will specify
what your minimum acceptable Growth Cap Rate is for a Segment. You may specify
a minimum Growth Cap Rate from 6% to 10%. If the Growth Cap Rate we set, on the
Segment Start Date, is below the minimum you specified then the account value
will not be transferred from the MSO Holding Account into that Segment. If you
do not specify a minimum Growth Cap Rate then your minimum Growth Cap Rate will
be set at 6%. In addition, for account value to transfer into a Segment from
the MSO Holding Account, the Growth Cap Rate must be greater than the sum of
the annual interest rate we are currently crediting on the Unloaned GIO ("A"),
the Variable Index Benefit Charge rate ("B"), the annualized monthly Variable
Index Segment Account Charge rate ("C") and the current annualized monthly
mortality and expense risk charge rate ("D"). The Growth Cap Rate must be
greater than (A+B+C+D).

For example, assume that the annual interest rate we are currently crediting on
the Unloaned GIO were 4%, the Variable Index Benefit Charge rate were 0.75%,
the annualized monthly Variable Index Segment Account charge rate were 0.65%
and the annualized monthly mortality and expense risk charge rate were 0.85%.
Based on those assumptions (which we provide only for illustrative purposes and
will not necessarily correspond to actual rates), because these numbers total
6.25%, no amounts would be transferred into any Segment unless we declare a
Growth Cap Rate that is higher than 6.25%. Please see "Index-Linked Return"
later in this section for more information.

As another example, you may specify a minimum Growth Cap Rate of 8%. If we set
the Growth Cap Rate at 8% or higher for a Segment then a transfer from the MSO
Holding Account will be made into that new Segment provided all other
requirements and conditions discussed in this section are met. If we set the
Growth Cap Rate below 8% then no transfer from the MSO Holding Account will be
made into that Segment. No transfer will be made until a Segment Growth Cap
Rate equal to or greater than 8% is set and all requirements are met or you
transfer account value out of the MSO Holding Account.

GROWTH CAP RATE AVAILABLE DURING INITIAL POLICY YEAR

If you allocate policy account value to any Segment that commences during your
first policy year, our current practice is to establish a Growth Cap Rate that
is at least 15%.

We may terminate or change this 15% initial year minimum Growth Cap Rate at any
time; but any such change or termination would apply to you only if your policy
is issued, after such modification or termination.

After this initial year 15% minimum Growth Cap Rate, the minimum Growth Cap
Rate will revert back to 6%.

INDEX-LINKED RETURN

We calculate the Index-Linked Return for a Segment by taking the Index-Linked
Rate of Return and multiplying it by the Segment Account Value on the Segment
Maturity Date. The Segment Account Value is net of the Variable Index Benefit
Charge described below as well as any monthly deductions, policy loans and
unpaid interest, distributions from the policy that we deem necessary to
continue to qualify the policy as life insurance under applicable tax law and
any corresponding Early Distribution Adjustments. The Segment Account Value
does not include the Charge Reserve Amount described later in this section.

The following table demonstrates the Index-Linked Rate of Return and the
Segment Maturity Value on the Segment Maturity Date based upon a hypothetical
range of returns for the S&P 500 Price Return index. This example assumes a 15%
Growth Cap Rate and a $1,000 investment in the MSO Segment.



---------------------------------------------------------
 INDEX PERFORMANCE
 RATE OF THE S&P 500   INDEX-LINKED RATE SEGMENT MATURITY
 PRICE RETURN INDEX        OF RETURN          VALUE
---------------------------------------------------------
                                   
       50%                   15%              $1,150
---------------------------------------------------------
       25%                   15%              $1,150
---------------------------------------------------------
       10%                   10%              $1,100
---------------------------------------------------------
       0%                     0%              $1,000
---------------------------------------------------------
      -25%                    0%              $1,000
---------------------------------------------------------
      -50%                   -25%              $750
---------------------------------------------------------
      -75%                   -50%              $500
---------------------------------------------------------
      -100%                  -75%              $250
---------------------------------------------------------


For instance, we may set the Growth Cap Rate at 15%. Therefore, if the Index
has gone up 20% over your Segment Term, you will receive a 15% credit to your
Segment Account Value on the Segment Maturity Date. If the Index had gone up by
13% from your Segment Start Date to your Segment Maturity Date then you would
receive a credit of 13% to your Segment Account Value on the Segment Maturity
Date.

If the Index had gone down 20% over the Segment Term then you would receive a
return of 0% to your Segment Account Value on the Segment Maturity Date.

If the Index had gone down by 30% by your Segment Maturity Date then your
Segment Account Value would be reduced by 5% on the Segment Maturity Date. The
Downside Protection feature of the MSO will absorb the negative performance of
the Index up to -25%.

The minimum Growth Cap Rate is 6%. However, account value will only transfer
into a new Segment from the MSO Holding Account if the Growth Cap Rate is equal
to or greater than your specified minimum Growth Cap Rate and meets the
conditions discussed earlier in the "Growth Cap Rate" section.

In those instances where the account value in the MSO Holding Account does not
transfer into a new Segment, the account value will

                                      35

                     ABOUT THE MARKET STABILIZER OPTION(R)
               (APPLICABLE ONLY IF ALLOCATING AMOUNTS TO THE MSO)






remain in the MSO Holding Account until the next available, qualifying Segment
unless you transfer the account value into the Unloaned GIO and/or other
investment option available under your policy subject to any conditions and
restrictions.

For instance, if we declare the Growth Cap Rate to be 6% and your specified
minimum Growth Cap Rate is 6% but we are currently crediting an annual interest
rate on the Unloaned GIO that is greater than or equal to 6% minus the sum of
the charges (B+C+D) discussed in the Growth Cap Rate section then your account
value will remain in the MSO Holding Account on the date the new Segment would
have started.

As indicated above, you must transfer account value out of the MSO Holding
Account into the Unloaned GIO and/or other investment options available under
your policy if you do not want to remain in the MSO Holding Account.

If we declare the Growth Cap Rate to be 6% and your specified minimum Growth
Cap Rate is 6% and if the sum of the charges (B+C+D) discussed in the "Growth
Cap Rate" section plus the annual interest rate on the Unloaned GIO are less
than 6% and all requirements are met then the net amount of the account value
in the MSO Holding Account will transfer into a new Segment.

If you specified a minimum Growth Cap Rate of 10% in the above examples then
account value would not transfer into a new Segment from the MSO Holding
Account because the Growth Cap Rate did not meet your specified minimum Growth
Cap Rate.

The Index-Linked Return is only applied to amounts that remain in a Segment
until the Segment Maturity Date. For example, a surrender of your policy before
Segment maturity will eliminate any Index-Linked Return and be subject to a
Early Distribution Adjustment.

CHANGE IN INDEX

If the Index is discontinued or if the calculation of the Index is
substantially changed, we reserve the right to substitute an alternative index.
We also reserve the right to choose an alternative index at our discretion.

If we were to substitute an alternative index at our discretion, we would
provide notice 45 days before making that change. The new index would only
apply to new Segments. Any outstanding Segments would mature on their original
Segment Maturity Dates.

With an alternative index, the Downside Protection would remain the same or
greater. However, an alternative index may reduce the Growth Cap Rates we can
offer. We would attempt to choose a substitute index that has a similar
investment objective and risk profile to the S&P 500 Price Return index.

If the S&P 500 Price Return index were to be discontinued or substantially
changed, thereby affecting the Index-Linked Return of existing Segments, we
will mature the Segments based on the most recently available closing value of
the Index before it is discontinued or changed. Such maturity will be as of the
date of such most recently available closing value of the Index and we will use
that closing value to calculate the Index-linked Return through that date. We
would apply the full Index performance to that date subject to the full Growth
Cap Rate and Downside Protection. For example, if the Index was up 12% at the
time we matured the Segment and the Growth Cap Rate was 8%, we would credit an
8% return to your Segment Account Value. If the Index was down 30% at the time
we matured the Segment, we would credit a 5% negative return to your Segment
Account Value. We would provide notice about maturing the Segment, as soon as
practicable and ask for instructions on where to transfer your Segment Maturity
Value.

If we are still offering Segments at that time, you can request that the
Segment Maturity Value be invested in a new Segment, in which case we will hold
the Segment Maturity Value in the MSO Holding Account for investment in the
next available Segment subject to the same terms and conditions discussed above
under MSO Holding Account and Segments.

In the case of any of the types of early maturities discussed above, there
would be no transfer charges or EDA applied and you can allocate the Segment
Maturity Value to the investment options available under your policy. Please
see "Segment Maturity" earlier in this section for more information. If we
continued offering new Segments, then such a change in the Index may cause
lower Growth Cap Rates to be offered. However, we would still provide a minimum
Growth Cap Rate of 6% and minimum Downside Protection of -25%. We also reserve
the right to not offer new Segments. Please see "Right to Discontinue and Limit
Amounts Allocated to the MSO" later in this section.

CHARGES

There is a current percentage charge of 1.40% of any policy account value
allocated to each Segment. We reserve the right to increase or decrease the
charge although it will never exceed 2.40%. Of this percentage charge, 0.75%
will be deducted on the Segment Start Date from the amount being transferred
from the MSO Holding Account into the Segment as an up-front charge ("Variable
Index Benefit Charge"), with the remaining 0.65% annual charge (of the current
Segment Account Value) being deducted from the policy account on a monthly
basis during the Segment Term ("Variable Index Segment Account Charge").



--------------------------------------------------------------------------
                                                   CURRENT NON- GUARANTEED
                   MSO CHARGES                      GUARANTEED   MAXIMUM
--------------------------------------------------------------------------
                                                          
Variable Index Benefit Charge                         0.75%       0.75%
--------------------------------------------------------------------------
Variable Index Segment Account Charge                 0.65%       1.65%
--------------------------------------------------------------------------
Total                                                 1.40%       2.40%
--------------------------------------------------------------------------


This fee table applies specifically to the MSO and should be read in
conjunction with the "Tables of the policy charges" under "Risk/ benefit
summary: charges and expenses you will pay" earlier in this prospectus and also
see "Loans" later in this section for information regarding the "spread" you
would pay on any policy loan.

The base policy's mortality and expense risk charge and current non-guaranteed
Customer Loyalty Credit will also be applicable to a Segment Account Value or
any amounts held in the MSO Holding Account. The mortality and expense risk
charge is part of the policy monthly charges. Please see "How we deduct policy
monthly charges during a Segment Term" for more information. The Customer
Loyalty Credit offsets some of the monthly charges.

If a Segment is terminated prior to maturity by policy surrender, or reduced
prior to maturity by monthly deductions (if other funds are insufficient) or by
loans or a Guideline Premium Force-out as described below, we will refund a
proportionate amount of the Variable Index Benefit Charge corresponding to the
surrender or reduction and the time remaining until Segment Maturity. The
refund will be administered as part of the Early Distribution Adjustment
process as described above. This refund will increase your surrender value or
remaining Segment Account Value, as appropriate. Please see Appendix II later
in this prospectus for an example and further information.

                                      36

                     ABOUT THE MARKET STABILIZER OPTION(R)
               (APPLICABLE ONLY IF ALLOCATING AMOUNTS TO THE MSO)







CHARGE RESERVE AMOUNT

If you elect the Market Stabilizer Option(R), you are required to maintain a
minimum amount of policy account value in the Unloaned GIO to approximately
cover the estimated monthly charges for the policy, (including, but not limited
to, the MSO and any optional riders) for the Segment Term. This is the Charge
Reserve Amount.

The Charge Reserve Amount will be determined on each Segment Start Date as an
amount projected to be sufficient to cover all of the policy's monthly
deductions during the Segment Term, assuming at the time such calculation is
made that no interest or investment performance is credited to or charged
against the policy account and that no policy changes or additional premium
payments are made. The Charge Reserve Amount on other than a Segment Start Date
(or the effective date of a requested face amount increase -- please see
"Requested Face Amount Increases" below for more information) will be the
Charge Reserve Amount determined as of the latest Segment Start Date (or
effective date of a face amount increase) reduced by each subsequent monthly
deduction during the longest remaining Segment Term, although it will never be
less than zero. This means, for example, that if you are in a Segment (Segment
A) and then enter another Segment (Segment B) 6 months later, the Charge
Reserve Amount would be recalculated on the start date of Segment B. The Charge
Reserve Amount would be recalculated to cover all of the policy's monthly
deductions during the Segment Terms for both Segments A and B.

When you select the MSO, as part of your initial instructions, you will be
asked to specify the investment options from which we should transfer the
account value to the Unloaned GIO to meet Charge Reserve Amount requirements,
if necessary. No transfer restrictions apply to amounts that you wish to
transfer into the Unloaned GIO to meet the Charge Reserve Amount requirement.
If your values in the variable investment options including the MSO Holding
Account and the unloaned portion of our GIO are insufficient to cover the
Charge Reserve Amount, no new Segment will be established. Please see
"Segments" above for more information regarding the Charge Reserve Amount and
how amounts may be transferred to meet this requirement.

Please note that the Charge Reserve Amount may not be sufficient to cover
actual monthly deductions during the Segment Term. Although the Charge Reserve
Amount will be recalculated on each Segment Start Date, and the amount already
present in the Unloaned GIO will be supplemented through transfers from your
value in the variable investment options including the MSO Holding Account, if
necessary to meet this requirement, actual monthly deductions could vary up or
down during the Segment Term due to various factors including but not limited
to requested policy changes, additional premium payments, investment
performance, loans, policy partial withdrawals from other investment options
besides the MSO, and any changes we might make to current policy charges.

HOW WE DEDUCT POLICY MONTHLY CHARGES DURING A SEGMENT TERM

Under your base variable life insurance policy, monthly deductions are
allocated to the variable investment options and the Unloaned GIO according to
deduction allocation percentages specified by you or based on a proportionate
allocation should any of the individual investment option values be
insufficient.

However, if the Market Stabilizer Option(R) is elected, on the Segment Start
Date, deduction allocation percentages will be changed so that 100% of monthly
deductions will be taken from the Charge Reserve Amount and then any remaining
value in the Unloaned GIO, if the Charge Reserve Amount is depleted, during the
Segment Term. In addition, if the value in the Unloaned GIO is ever
insufficient to cover monthly deductions during the Segment Term, the base
policy's proportionate allocation procedure will be modified as follows:

1. The first step will be to take the remaining portion of the deductions
   proportionately from the values in the variable investment options,
   including any value in the MSO Holding Account but excluding any Segment
   Account Values.

2. If the Unloaned GIO and variable investment options, including any value in
   the MSO Holding Account, are insufficient to cover deductions in their
   entirety, the remaining amount will be allocated to the individual Segments
   proportionately, based on the current Segment Distribution Values.

3. Any portion of a monthly deduction allocated to an individual Segment will
   generate a corresponding Early Distribution Adjustment of the Segment
   Account Value.

The effect of those procedures is that account value will be taken out of a
Segment to pay a monthly deduction (and an EDA therefore applied) only if there
is no remaining account value in any other investment options, as listed in 1.
and 2. above.

In addition, your policy will lapse if your net policy account value is not
enough to pay your policy's monthly charges when due (unless one of the
available guarantees against termination is applicable). If you have amounts
allocated to MSO Segments, the Segment Distribution Value will be used in place
of the Segment Account Value in calculating the net policy account value.

These modifications will apply during any period in which a Segment exists and
has not yet reached its Segment Maturity Date.

EARLY DISTRIBUTION ADJUSTMENT

OVERVIEW

Before a Segment matures, if you surrender your policy, take a loan from a
Segment or if we should find it necessary to make deductions for monthly
charges or other distributions from a Segment, we will apply an Early
Distribution Adjustment.

The application of the EDA is based on your agreement (under the terms of the
MSO) to be exposed to the risk that, at the Segment Maturity Date, the Index
will have fallen by more than 25%. The EDA uses what we refer to as a Put
Option Factor to estimate the market value, at the time of an early
distribution, of the risk that you would suffer a loss if your Segment were
continued (without taking the early distribution) until its Segment Maturity
Date. By charging you with a deduction equal to that estimated value, the EDA
provides a treatment for an early distribution that is designed to be
consistent with how distributions at the end of a Segment are treated when the
Index has declined over the course of that Segment.

In the event of an early distribution, even if the Index has experienced
positive performance since the Segment Start Date, the EDA will cause you to
lose principal through the application of the Put Option Factor and that loss
may be substantial. That is because there is always some risk that the Index
would have declined by the Segment Maturity Date such that you would suffer a
loss if the Segment were

                                      37

                     ABOUT THE MARKET STABILIZER OPTION(R)
               (APPLICABLE ONLY IF ALLOCATING AMOUNTS TO THE MSO)






continued (without taking any early distribution) until that time. However, the
other component of the EDA is the proportionate refund of the Variable Index
Benefit Charge (discussed below under "Important Considerations") which is a
positive adjustment to you. As a result, the overall impact of the EDA is to
reduce your Segment Account Value and your other policy values except in the
limited circumstances where the proportionate refund is greater than your loss
from the Put Option Factor.

We determine the EDA and the Put Option Factor by formulas that are described
below under "ADDITIONAL DETAIL ."

IMPORTANT CONSIDERATIONS

When any surrender, loan, charge deduction or other distribution is made from a
Segment before its Segment Maturity Date:

1. YOU WILL FORFEIT ANY POSITIVE INDEX PERFORMANCE WITH RESPECT TO THESE
   AMOUNTS. INSTEAD, ANY OF THESE PRE-SEGMENT MATURITY DATE DISTRIBUTIONS WILL
   CAUSE AN EDA TO BE APPLIED THAT WILL USUALLY RESULT IN A REDUCTION IN YOUR
   VALUES. THEREFORE, YOU SHOULD GIVE CAREFUL CONSIDERATION BEFORE TAKING ANY
   SUCH EARLY LOAN OR SURRENDER, OR ALLOWING THE VALUE IN YOUR OTHER INVESTMENT
   OPTIONS TO FALL SO LOW THAT WE MUST MAKE ANY MONTHLY DEDUCTION FROM A
   SEGMENT; AND

2. The EDA will be applied, which means that:

   a. IF THE INDEX HAS FALLEN MORE THAN 25% SINCE THE SEGMENT START DATE, the
      EDA would generally have the effect of charging you for (i) the full
      amount of that loss below 25%, plus (ii) an additional amount for the
      risk that the Index might decline further by the Segment Maturity Date.
      (Please see example III in Appendix II for further information.)

   b. IF THE INDEX HAS FALLEN SINCE THE SEGMENT START DATE, BUT BY LESS THAN
      25%, the EDA would charge you for the risk that, by the Segment Maturity
      Date, the index might have declined further to a point more than 25%
      below what it was at the Segment Start Date. (Please see example I in
      Appendix II for further information.) This charge would generally be less
      than the amount by which the Index had fallen from the Segment Start Date
      through the date we apply the EDA. It also would generally be less than
      it would be under the circumstances in 2a. above.

   c. IF THE INDEX HAS RISEN SINCE THE SEGMENT START DATE, the EDA would not
      credit you with any of such favorable investment performance. Instead,
      the EDA would charge you for the risk that, by the Segment Maturity Date,
      the index might have declined to a point more than 25% below what it was
      at the Segment Start Date. (Please see examples II and IV in Appendix II
      for further information.) This charge would generally be less than it
      would be under the circumstances in 2a. and 2b. above.

In addition to the consequences discussed in 2. above, the EDA also has the
effect of pro rating the Variable Index Benefit Charge. As discussed further
below, this means that you in effect would receive a proportionate refund of
this charge for the portion of the Segment Term that follows the early
surrender, loan, policy distribution, or charge deduction that caused us to
apply the EDA. In limited circumstances, this refund may cause the total EDA to
be positive.

For the reasons discussed above, the Early Distribution Adjustment to the
Segment Account Value will usually reduce the amount you would receive when you
surrender your policy prior to a Segment Maturity Date. For loans and charge
deductions, the Early Distribution Adjustment would usually further reduce the
account value remaining in the Segment Account Value and therefore decrease the
Segment Maturity Value.

ADDITIONAL DETAIL

For purposes of determining the Segment Distribution Value prior to a Segment
Maturity Date, the EDA is:

(a)the Put Option Factor multiplied by the Segment Account Value

                                    -minus-

(b)a pro rata portion of the 0.75% Variable Index Benefit Charge attributable
   to the Segment Account Value. (Please see "Charges" earlier in this section
   for an explanation of this charge.)

The Put Option Factor multiplied by the Segment Account Value represents, at
any time during the Segment Term, the estimated market value of your potential
exposure to negative S&P 500 Price Return index performance that is worse than
-25%. The Put Option Factor, on any date, represents the estimated value on
that date of a hypothetical "put option" (as described below) on the Index
having a notional value equal to $1 and strike price at Segment Maturity equal
to $0.75 ($1 plus the Downside Protection which is currently -25%). The strike
price of the option ($0.75) is the difference between a 100% loss in the S&P
500 Price Return index at Segment Maturity and the 25% loss at Segment Maturity
that would be absorbed by the Downside Protection feature of the MSO (please
see "Growth Cap Rate" earlier in this section for an explanation of the
Downside Protection.) In a put option on an index, the seller will pay the
buyer, at the maturity of the option, the difference between the strike price
-- which was set at issue -- and the underlying index closing price, in the
event that the closing price is below the strike price. Prior to the maturity
of the put option, its value generally will have an inverse relationship with
the index. The notional value can be described as the price of the underlying
index at inception of the contract. Using a notional value of $1 facilitates
computation of the percentage change in the Index and the put option factor.

AXA Equitable will utilize a fair market value methodology to determine the Put
Option Factor.

For this purpose, we use the Black Scholes formula for valuing a European put
option on the S&P 500 Price Return index, assuming a continuous dividend yield,
with inputs that are consistent with current market prices.

The inputs to the Black Scholes Model include:

(1)Implied Volatility of the Index -- This input varies with (i) how much time
   remains until the Maturity Date of the Segment from which an early
   distribution is being made, which is determined by using an expiration date
   for the hypothetical put option that corresponds to that time remaining and
   (ii) the relationship between the strike price of the hypothetical put
   option and the level of the S&P 500 Price Return index at the time of the
   early distribution. This relationship is referred to as the "moneyness" of
   the hypothetical put option described above, and is calculated as the ratio
   of the $0.75 strike price of that hypothetical put option to what the level

                                      38

                     ABOUT THE MARKET STABILIZER OPTION(R)
               (APPLICABLE ONLY IF ALLOCATING AMOUNTS TO THE MSO)






   of the S&P 500 Price Return index would be at the time of the early
   distribution if the Index had been $1 at the beginning of the Segment.
   Direct market data for these inputs for any given early distribution are
   generally not available, because put options on the Index that actually
   trade in the market have specific maturity dates and moneyness values that
   are unlikely to correspond precisely to the Maturity Date and moneyness of
   the hypothetical put option that we use for purposes of calculating the EDA.

   Accordingly, we use the following method to estimate the implied volatility
   of the index. We receive daily quotes of implied volatility from banks using
   the same Black Scholes model described above and based on the market prices
   for certain S&P 500 Price Return put options. Specifically, implied
   volatility quotes are obtained for put options with the closest maturities
   above and below the actual time remaining in the Segment at the time of the
   early distribution and, for each maturity, for those put options having the
   closest moneyness value above and below the actual moneyness of the
   hypothetical put option described above, given the level of the S&P 500
   Price Return index at the time of the early distribution. In calculating the
   Put Option Factor, we will derive a volatility input for your Segment's time
   to maturity and strike price by linearly interpolating between the implied
   volatility quotes that are based on the actual adjacent maturities and
   moneyness values described above, as follows:

   (a)We first determine the implied volatility of a put option that has the
      same moneyness as the hypothetical put option but with the closest
      available time to maturity shorter than your Segment's remaining time to
      maturity. This volatility is derived by linearly interpolating between
      the implied volatilities of put options having the moneyness values that
      are above and below the moneyness value of the hypothetical put option.

   (b)We then determine the implied volatility of a put option that has the
      same moneyness as the hypothetical put option but with the closest
      available time to maturity longer than your Segment's remaining time to
      maturity. This volatility is derived by linearly interpolating between
      the implied volatilities of put options having the moneyness values that
      are above and below the moneyness value of the hypothetical put option.

   (c)The volatility input for your Segment's time to maturity will then be
      determined by linearly interpolating between the volatilities derived in
      steps (a) and (b).

(2)LIBOR Rate -- Key duration LIBOR rates will be retrieved from a recognized
   financial reporting vendor. LIBOR rates will be retrieved for maturities
   adjacent to the actual time remaining in the Segment at the time of the
   early distribution. We will use linear interpolation to derive the exact
   remaining duration rate needed as the input.

(3)Index Dividend Yield -- On a daily basis we will get the projected annual
   dividend yield across the entire Index. This value is a widely used
   assumption and is readily available from recognized financial reporting
   vendors.

In general, the Put Option Factor has an inverse relationship with the S&P 500
Price Return index. In addition to the factors discussed above, the Put Option
Factor is also influenced by time to Segment Maturity. We determine Put Option
Factors at the end of each business day. Generally, a business day is any day
the New York Stock Exchange is open for trading. If any inputs to the Black
Scholes formula are unavailable on a business day, we would use the value of
the input from the most recent preceding business day. The Put Option Factor
that applies to a transaction or valuation made on a business day will be the
Factor for that day. The Put Option Factor that applies to a transaction or
valuation made on a non-business day will be the Factor for the next business
day.

Appendix II at the end of this prospectus provides examples of how the Early
Distribution Adjustment is calculated.

TRANSFERS

There is no charge to transfer into and out of the MSO Holding Account and you
can make a transfer at any time to or from the investment options available
under your policy subject to any transfer restrictions within your policy. Any
restrictions applicable to transfers between the MSO Holding Account and such
investment options would be the same transfer restrictions applicable to
transfers between the investment options available under your policy. However,
once policy account value has been swept from the MSO Holding Account into a
Segment, transfers into or out of that Segment before its Segment Maturity Date
will not be permitted. Please note that while a Segment is in effect, before
the Segment Maturity Date, the amount available for transfers from the Unloaned
GIO will be limited to avoid reducing the Unloaned GIO below the remaining
Charge Reserve Amount.

Thus the amount available for transfers from the Unloaned GIO will not be
greater than any excess of the Unloaned GIO over the remaining Charge Reserve
Amount.

WITHDRAWALS

Once policy account value has been swept from the MSO Holding Account into a
Segment, you will not be allowed to withdraw the account value out of a Segment
before the Segment Maturity Date unless you surrender your policy. You may also
take a loan; please see "Loans" later in this section for more information. Any
account value taken out of a Segment before the Segment Maturity Date will
generate an Early Distribution Adjustment. Please note that while a Segment is
in effect, before the Segment Maturity Date, the amount available for
withdrawals from the Unloaned GIO will be limited to avoid reducing the
Unloaned GIO below the Charge Reserve Amount. Thus, if there is any policy
account value in a Segment, the amount which would otherwise be available to
you for a partial withdrawal of net cash surrender value will be reduced, by
the amount (if any) by which the sum of your Segment Distribution Values and
the Charge Reserve Amount exceeds the policy surrender charge.

If the policy owner does not indicate or if we cannot allocate the withdrawal
as requested due to insufficient funds, we will allocate the withdrawal
proportionately from your values in the Unloaned GIO (excluding the Charge
Reserve Amount) and your values in the variable investment options including
the MSO Holding Account.

CASH SURRENDER VALUE, NET CASH SURRENDER VALUE AND LOAN VALUE

If you have amounts allocated to MSO Segments, the Segment Distribution Values
will be used in place of the Segment Account Values in calculating the amount
of any cash surrender value, net cash surrender value and maximum amount
available for loans. This means an EDA would apply to those amounts. Please see
Appendix II for more information.

                                      39

                     ABOUT THE MARKET STABILIZER OPTION(R)
               (APPLICABLE ONLY IF ALLOCATING AMOUNTS TO THE MSO)







GUIDELINE PREMIUM FORCE-OUTS

For policies that use the Guideline Premium Test, a new Segment will not be
established or created if we determine, when we process your election, that a
distribution from the policy will be required to maintain its qualification as
life insurance under federal tax law at any time during the Segment Term.

However, during a Segment Term if a distribution becomes necessary under the
force-out rules of Section 7702 of the Internal Revenue Code, it will be
deducted proportionately from the values in the Unloaned GIO (excluding the
Charge Reserve Amount) and in any variable investment option, including any
value in the MSO Holding Account but excluding any Segment Account Values.

If the Unloaned GIO (excluding the Charge Reserve Amount) and variable
investment options, including any value in the MSO Holding Account, are
insufficient to cover the force-out in its entirety, any remaining amount
required to be forced out will be taken from the individual Segments
proportionately, based on the current Segment Distribution Values.

ANY PORTION OF A FORCE-OUT DISTRIBUTION TAKEN FROM AN INDIVIDUAL SEGMENT WILL
GENERATE A CORRESPONDING EARLY DISTRIBUTION ADJUSTMENT OF THE SEGMENT ACCOUNT
VALUE.

If the Unloaned GIO (excluding the remaining Charge Reserve Amount), together
with the variable investment options including any value in the MSO Holding
Account, and the Segment Distribution Values, is still insufficient to cover
the force-out in its entirety, the remaining amount of the force-out will be
allocated to the Unloaned GIO and reduce or eliminate any remaining Charge
Reserve Amount under the Unloaned GIO.

LOANS

You may specify how your loan is to be allocated among the MSO, the variable
investment options and the Unloaned GIO. Any portion of a requested loan
allocated to the MSO will be redeemed from the individual Segments and the MSO
Holding Account proportionately, based on the value of the MSO Holding Account
and the current Segment Distribution Values of each Segment. Any portion
allocated to an individual Segment will generate a corresponding Early
Distribution Adjustment of the Segment Account Value and be subject to a higher
guaranteed maximum loan spread (2% for policies with a contract state of New
York and Oregon and 5% for other policies).

If you do not specify or if we cannot allocate the loan according to your
specifications, we will allocate the loan proportionately from your values in
the Unloaned GIO (excluding the Charge Reserve Amount) and your values in the
variable investment options including the MSO Holding Account.

If the Unloaned GIO (excluding the remaining amount of the Charge Reserve
Amount), together with the variable investment options including any value in
the MSO Holding Account, are insufficient to cover the loan in its entirety,
the remaining amount of the loan will be allocated to the individual Segments
proportionately, based on current Segment Distribution Values.

ANY PORTION OF A LOAN ALLOCATED TO AN INDIVIDUAL SEGMENT WILL GENERATE A
CORRESPONDING EARLY DISTRIBUTION ADJUSTMENT OF THE SEGMENT ACCOUNT VALUE AND BE
SUBJECT TO A HIGHER GUARANTEED MAXIMUM LOAN SPREAD.

If the Unloaned GIO (excluding the remaining amount of the Charge Reserve
Amount), together with the variable investment options including any value in
the MSO Holding Account and the Segment Distribution Values, are still
insufficient to cover the loan in its entirety, the remaining amount of the
loan will be allocated to the Unloaned GIO and will reduce or eliminate the
remaining Charge Reserve Amount.

Loan interest is due on each policy anniversary. If the interest is not paid
when due, it will be added to your outstanding loan and allocated on the same
basis as monthly deductions. See "How we deduct policy monthly charges during a
Segment Term."

Whether or not any Segment is in effect and has not yet reached its Segment
Maturity Date, loan repayments will first reduce any loaned amounts that are
subject to the higher maximum loan interest spread. Loan repayments will first
be used to restore any amounts that, before being designated as loan
collateral, had been in the Unloaned GIO. Any portion of an additional loan
repayment allocated to the MSO at the policy owner's direction (or according to
premium allocation percentages) will be transferred to the MSO Holding Account
to await the next available Segment Start Date and will be subject to the same
conditions described earlier in this section.

Please see "Borrowing from your policy" under "Accessing your money" later in
this prospectus for information regarding additional policy loan provisions.

PAID UP DEATH BENEFIT GUARANTEE AND THE NO LAPSE GUARANTEES

Please note that the MSO is not available while the paid up death benefit
guarantee is in effect. The MSO is also not available if you elect the Enhanced
No Lapse Guarantee Rider.

REQUESTED FACE AMOUNT INCREASES

Please also see "You can increase or decrease your insurance coverage" under
Risks/benefits summary: Policy features, benefits and risks earlier in this
prospectus for conditions that will also apply for a requested face amount
increase.

If you wish to make a face amount increase during a Segment Term, the MSO
requires that a minimum amount of policy account value be available to be
transferred into the Unloaned GIO (if not already present in the Unloaned GIO),
and that the balance after deduction of monthly charges remain there during the
longest remaining Segment Term subject to any loans as described above. This
minimum amount will be any amount necessary to supplement the existing Charge
Reserve Amount so as to be projected to be sufficient to cover all monthly
deductions during the longest remaining Segment Term. Such amount will be
determined assuming at the time such calculation is made that no interest or
investment performance is credited to or charged against the policy account
value, and that no further policy changes or additional premium payments are
made.

Any necessary transfers to supplement the amount already present in the
Unloaned GIO in order to meet this minimum requirement will take effect on the
effective date of the face amount increase. There will be no charge for this
transfer. Any transfer from the variable investment options including the MSO
Holding Account will be made in accordance with your directions. Your transfer
instructions will be requested as part of the process for requesting the face
amount increase. If the requested allocation is not possible due to insufficient

                                      40

                     ABOUT THE MARKET STABILIZER OPTION(R)
               (APPLICABLE ONLY IF ALLOCATING AMOUNTS TO THE MSO)






funds, the required amount will be transferred proportionately from the
variable investment options, as well as the MSO Holding Account. If such
transfers are not possible due to insufficient funds, your requested face
amount increase will be declined.

YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS

Please also see "Your right to cancel within a certain number of days" under
"More information about policy features and benefits" later in this prospectus
for more information regarding your right to cancel your policy within a
certain number of days. However, the provisions in that section that address
when amounts will be allocated to the investment options do not apply to
amounts allocated to the MSO.

In those states that require us to return your premium without adjustment for
investment performance within a certain number of days, we will initially put
all amounts which you have allocated to the MSO into our EQ/Money Market
investment option. In this case, on the first business day following the later
of the twentieth day after your policy is issued or the Investment Start Date
(30th day in most states if your policy is issued as the result of a
replacement, 60th day in NY), we will reallocate those amounts to the MSO
Holding Account where they will remain until the next available Segment Start
Date, at which time such amounts will be transferred to a new Segment of the
MSO subject to meeting the conditions described in this section. However, if we
have not received all necessary requirements for your policy as of the day your
policy is issued, we will reallocate those amounts to the MSO Holding Account
on the 20th day (longer if your policy is issued as the result of a
replacement) following the date we receive all necessary requirements to put
your policy in force at our Administrative Office. Your financial professional
can provide further information on what requirements may apply to your policy.

In all other states, any amounts allocated to the MSO will first be allocated
to the MSO Holding Account where they will remain for 20 days (unless the
policy is issued as the result of a replacement, in which case amounts in the
MSO Holding Account will remain there for 30 days (45 days in PA)). Thereafter,
such amounts will be transferred to a new Segment of the MSO on the next
available Segment Start Date, subject to meeting the conditions described in
this prospectus.

SEGMENT MATURITY GIO LIMITATION

Upon advance notification, we reserve the right to limit the amount of your
Segment Maturity Value that may be allocated to the guaranteed interest option.
However, that limitation will never be less than 5% of your Segment Maturity
Value. We will transfer any portion of your Segment Maturity Value that is
allocated to the guaranteed interest option in excess of the Segment Maturity
GIO Limitation to the EQ/Money Market variable investment option unless we
receive your instructions prior to the Segment Maturity Date that the Segment
Maturity Value should be allocated to the MSO Holding Account or to any other
available variable investment option. Please see "Appendix IV: Policy
variations" later in this prospectus for more information.

RIGHT TO DISCONTINUE AND LIMIT AMOUNTS ALLOCATED TO THE MSO

We reserve the right to restrict or terminate future allocations to the MSO at
any time. If this right were ever to be exercised by us, all Segments
outstanding as of the effective date of the restriction would be guaranteed to
continue uninterrupted until the Segment Maturity Date. As each such Segment
matured, the balance would be reallocated to the Unloaned GIO and/or variable
investment options per your instructions, or to the EQ/Money Market investment
option if no instructions are received. We may also temporarily suspend
offering Segments at any time and for any reason including emergency conditions
as determined by the Securities and Exchange Commission. We also reserve the
right to establish a maximum amount for any single policy that can be allocated
to the MSO.

                                      41

                    ABOUT THE MARKET STABILIZER OPTION(R)
              (APPLICABLE ONLY IF ALLOCATING AMOUNTS TO THE MSO)





6. Determining your policy's value

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YOUR POLICY ACCOUNT VALUE

As set forth earlier in this prospectus, we deduct certain charges from each
premium payment you make. We credit the rest of each premium payment to your
"policy account value." You instruct us to allocate your policy account value
to one or more of the policy's investment options indicated on the front cover
of this prospectus.

Your policy account value is the total of (i) your amounts in our variable
investment options, (ii) your Segment Account Value(s) as described in "About
the Market Stabilizer Option(R)" earlier in this prospectus, (iii) your amounts
in our guaranteed interest option (other than in (iv)), and (iv) any amounts
that we are holding to secure policy loans that you have taken (including any
interest on those amounts which has not yet been allocated to the investment
options). See "Borrowing from your policy" later in this prospectus. Your "net
policy account value" is the total of (i), (ii) and (iii) above, plus any
interest credited on loaned amounts, minus any interest accrued on outstanding
loans and minus any "restricted" amounts that we hold in the guaranteed
interest option as a result of any payment received under a Living Benefits
Rider. (Your policy and other supplemental material may refer to the account
that holds the amounts in (iii) and (iv) above as our "Guaranteed Interest
Account.") Your policy account value is subject to certain charges discussed in
"Risk/benefit summary: Charges and expenses you will pay" earlier in this
prospectus.

--------------------------------------------------------------------------------
YOUR POLICY ACCOUNT VALUE WILL BE CREDITED WITH THE SAME RETURNS AS ARE
ACHIEVED BY THE PORTFOLIOS THAT YOU SELECT AND INTEREST CREDITED ON AMOUNTS IN
THE GUARANTEED INTEREST OPTION, AND IS REDUCED BY THE AMOUNT OF CHARGES WE
DEDUCT UNDER THE POLICY.
--------------------------------------------------------------------------------

YOUR POLICY'S VALUE IN OUR VARIABLE INVESTMENT OPTIONS. We invest the policy
account value that you have allocated to any variable investment option in
shares of the corresponding Portfolio. Your value in each variable investment
option is measured by "units."

The number of your units in any variable investment option does not change,
absent an event or transaction under your policy that involves moving assets
into or out of that option. Whenever any amount is withdrawn or otherwise
deducted from one of your policy's variable investment options, we "redeem"
(cancel) the number of units that has a value equal to that amount. This can
happen, for example, when all or a portion of monthly deductions and
transaction-based charges are allocated to that option, or when loans,
transfers, withdrawals and surrenders are made from that option. Similarly, you
"purchase" additional units having the same value as the amount of any premium
(after deduction of any premium charge), loan repayment, or transfer that you
allocate to that option.

The value of each unit will increase or decrease each business day, as though
you had invested in the corresponding Portfolio's shares directly (and
reinvested all dividends and distributions from the Portfolio in additional
Portfolio shares). On any day, your value in any variable investment option
equals the number of units credited to your policy under that option,
multiplied by that day's value for one such unit. The mortality and expense
risk charge mentioned earlier in this prospectus is calculated as a percentage
of the value you have in the variable investment options and the Segment
Account Values of the MSO, and deducted monthly from your policy account based
on your deduction allocations unless the Enhanced No Lapse Guarantee Rider or
the paid up death benefit guarantee is in effect. For more information on how
we allocate charges, see "How we allocate charges among your investment
options" earlier in this prospectus.

YOUR POLICY'S VALUE IN OUR GUARANTEED INTEREST OPTION. Your policy's value in
our guaranteed interest option includes: (i) any amounts that have been
allocated to that option, based on your request, and (ii) any "restricted"
amounts that we hold in that option as a result of your election to receive a
living benefit. See "Your option to receive a terminal illness living benefit
under the Living Benefits Rider," later in this prospectus. We credit all of
such amounts with interest at rates we declare from time to time. We guarantee
that these rates will not be less than a 2% effective annual rate. However, we
reserve the right to limit the percentage of your premium that may be allocated
to the guaranteed interest option, or to reject certain requests to transfer
amounts to the unloaned portion of your guaranteed interest option as described
in greater detail throughout this prospectus. We may also limit the percentage
of any additional loan repayments that may be allocated to the guaranteed
interest option after you have repaid any loaned amounts that were taken from
the guaranteed interest option. See "Guaranteed interest option" under
"Investment options within your policy" in "Risk/benefit summary: Policy
features, benefits and risks" earlier in this prospectus and "Appendix IV:
Policy variations" later in this prospectus for more information on such
limitation amounts.

Amounts may be allocated to or removed from your policy's value in our
guaranteed interest option for the same purposes as described earlier in this
prospectus for the variable investment options. We credit your policy with a
number of dollars in that option that equals any amount that is being allocated
to it. Similarly, if amounts are being removed from your guaranteed interest
option for any reason, we reduce the amount you have credited to that option on
a dollar-for-dollar basis.

If the Enhanced No Lapse Guarantee Rider was elected at issue and is in effect,
we will not allow any amount of the policy account value to be transferred or
allocated to the guaranteed interest option. In addition, if you elect the paid
up death benefit guarantee, we will restrict the amount of the policy account
value that can be transferred or allocated to the guaranteed interest option.

YOUR POLICY'S VALUE IN THE MARKET STABILIZER OPTION(R). Your policy account
value that has been allocated to any Segment of the MSO will not fluctuate
daily with investment performance. Each Segment has a Segment Account that is
used in the calculation of your policy account values and represents the amount
to which the Index-Linked Rate of Return will be applied to on a Segment
Maturity Date to determine the Index Linked-Return. The Index-Linked Rate of
Return, not to exceed the applicable Growth Cap Rate, is not applied to any
Segment Account prior to its Segment Maturity Date. Only the amount in a
Segment Account is subject to the "downside protection" on the Segment Maturity
Date. Please see "About the Market Stabilizer Option(R)" earlier in this
prospectus for more detailed information.

                                      42

                        DETERMINING YOUR POLICY'S VALUE





7. Transferring your money among our investment options

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

TRANSFERS YOU CAN MAKE

--------------------------------------------------------------------------------
YOU CAN TRANSFER AMONG OUR VARIABLE INVESTMENT OPTIONS AND INTO OUR GUARANTEED
INTEREST OPTION. HOWEVER, CERTAIN RESTRICTIONS MAY APPLY.
--------------------------------------------------------------------------------

After your policy's Allocation Date, you can transfer amounts from one
investment option to another subject to certain restrictions discussed below.
Currently, the total of all transfers you make on the same day must be at least
$500; except that you may transfer your entire balance in an investment option,
even if it is less than $500. We reserve the right to lower this $500 limit
upon written notice to you. We also reserve the right to restrict transfers
among variable investment options and transfers out of the guaranteed interest
option as described in your policy, including limitations on the number,
frequency, or dollar amount of transfers.

Certain transfer restrictions apply if the Enhanced No Lapse Guarantee Rider or
the paid up death benefit guarantee is in effect. For more information, see
"Paid up death benefit guarantee" and the "Enhanced No Lapse Guarantee Rider"
in "More information about policy features and benefits." If your policy is
placed on loan extension, we will transfer any remaining policy account value
in the variable investment options and the Segments in the MSO to the
guaranteed interest option. No transfers from the guaranteed interest option
are permitted thereafter.

Please see "Investment options within your policy" in "Risk/benefit summary:
Policy features, benefits and risks" for more information about your role in
managing your allocations.

RESTRICTIONS ON TRANSFERS INTO THE GUARANTEED INTEREST OPTION. Notwithstanding
the above, upon advance notification, AXA Equitable has the right to reject any
transfer you request from the variable investment options to the unloaned
portion of the guaranteed interest option if the transfer would result in the
unloaned portion of the guaranteed interest option exceeding a specified
percentage of the total unloaned policy account value. The specified percentage
limitation on requested transfers to the guaranteed interest option can be
changed at any time, but it will never be less than 5%. Please see "Appendix
IV: Policy variations" later in this prospectus for more information.

After the first two policy years and if the attained age of the insured is less
than 65, we may limit transfers you can make into the unloaned GIO if the
current (non-guaranteed) interest crediting rate on the unloaned GIO is equal
to the guaranteed minimum interest crediting rate of 2% (annual rate). In this
instance, the maximum amount that may be transferred from the variable
investment options to the unloaned GIO in a policy year is the greater of:
(a) $500 and (b) 25% of the total amount in the variable investment options at
the beginning of the policy year. If this amount is exceeded in any policy year
during which the transfer limit becomes effective, additional transfers into
the unloaned GIO will not be permitted during that policy year while the limit
remains in effect.

Additionally, when the paid up death benefit guarantee is exercised, if the
Enhanced No-Lapse Rider is in effect or if there are any Segments of the MSO in
effect, restrictions and/or limitations may apply on transfers into the
guaranteed interest option. For more information, please see "About the Market
Stabilizer Option(R)" earlier in this prospectus and "More information about
policy features and benefits" later in this prospectus.


CURRENT UNRESTRICTED TRANSFERS OUT OF THE GUARANTEED INTEREST OPTION. We are
relaxing our policy rules so that, beginning on the business day after the
Allocation Date and thereafter, you may transfer any amount of unloaned policy
account value out of the guaranteed interest option to any other investment
option until further notice. If we decide to change our limitations on
transfers out of the guaranteed interest option, we will provide you with
notice of at least 30 days.


See the "How to make transfers" section below on how you can request a
transfer. In general, transfers take effect on the date the request is
received. However, any written, telephone, Internet or facsimile transaction
requests received after 4:00 p.m. (Eastern Time) take effect the next business
day.

Please note that the ability to make unresticted transfers from the guaranteed
interest option does not apply to any amounts that we are holding as collateral
for a policy loan or as "restricted" amounts as a result of your election to
receive a living benefit, if available under your policy. In addition, if you
elect to transfer account value to the Market Stabilizer Option(R) ("MSO"), if
available under your policy, there must be sufficient funds remaining in the
guaranteed interest option to cover the Charge Reserve Amount. Finally, there
may be a charge for making this transfer. Please see "Risk/benefit summary:
Charges and expenses you will pay" earlier in this prospectus for more
information about charges for this transfer.

If the policy is on loan extension, transfers out of the guaranteed interest
option are not permitted.

TRANSFERS UNDER THE MARKET STABILIZER OPTION(R) ("MSO"). Although, under the
policy, we reserve the right to apply a transfer charge up to $25 for each
transfer among your investment options, there is no charge to transfer into and
out of the MSO Holding Account and you can make a transfer at any time to or
from the investment options available under your policy subject to any transfer
restrictions within your policy. Any restrictions applicable to transfers
between the MSO Holding Account and such investment options would be the same
transfer restrictions applicable to transfers between the investment options
available under your policy. However, once policy account value has been swept
from the MSO Holding Account into a Segment, transfers into or out of that
Segment before its Segment Maturity Date will not be permitted. Please note
that while a Segment is in effect, before the Segment Maturity Date, the amount
available for transfers from the Unloaned GIO will be limited to avoid reducing
the Unloaned GIO below the remaining Charge Reserve Amount.

Thus the amount available for transfers from the Unloaned GIO will not be
greater than any excess of the Unloaned GIO over the remaining Charge Reserve
Amount.

DISRUPTIVE TRANSFER ACTIVITY. We reserve the right to limit access to the
services described below if we determine that you are engaged in a disruptive
transfer activity, such as "market timing" (see "Disruptive transfer activity"
in "More information about other matters").

                                      43

             TRANSFERRING YOUR MONEY AMONG OUR INVESTMENT OPTIONS







HOW TO MAKE TRANSFERS

INTERNET TRANSFERS. Generally, you can make transfers over the Internet if you
are the owner of the policy. You may do this by visiting our axa.com or
us.axa.com (for those outside the U.S.) websites and registering for online
account access. This service may not always be available. The restrictions
relating to transfers are described below.

ONLINE TRANSFERS. You can make online transfers by following one of two
procedures:

..   For individually owned policies for which you are the owner, by logging
    onto our website, described under "By Internet" in "How to reach us"
    earlier in this prospectus; or


..   For corporation and trust owned policies, we require a special
    authorization form to obtain access. The form is available on our website
    www.axa.us.com or us.axa.com for those outside the U.S., or by contacting
    our Administrative Office.


For more information, see "Telephone and Internet requests" later in this
prospectus. We allow only one request for transfers each day (although that
request can cover multiple transfers). If you are unable to reach us via our
website, you should send a written transfer request to our Administrative
Office.

TRANSFERS THROUGH OUR ADMINISTRATIVE OFFICE. You may submit a written request
for a transfer to our Administrative Office. We require a written request for
jointly owned policies.

OUR AUTOMATIC TRANSFER SERVICE

We offer an automatic transfer service. This service allows you to gradually
allocate amounts to the variable investment options by periodically
transferring approximately the same dollar amount to the variable investment
options you select. This will cause you to purchase more units if the unit's
value is low, and fewer units if the unit's value is high. Therefore, you may
achieve a lower average cost per unit over the long-term.

--------------------------------------------------------------------------------
USING THE AUTOMATIC TRANSFER SERVICE DOES NOT GUARANTEE THAT YOU WILL EARN A
PROFIT OR BE PROTECTED AGAINST LOSSES.
--------------------------------------------------------------------------------

Our automatic transfer service (also referred to as our "dollar cost averaging
service") enables you to make automatic monthly transfers from the EQ/Money
Market option to our other variable investment options and the MSO. You may
elect the automatic transfer service with your policy application or at any
later time (provided you are not using the asset rebalancing service described
below). At least $5,000 must be allocated to the EQ/Money Market option to
begin using the automatic transfer service. You can choose up to eight other
variable investment options to receive the automatic transfers, but each
transfer to each option must be at least $50.


This service terminates when the EQ/Money Market option is depleted. Also, this
service will automatically terminate if you elect the paid up death benefit
guarantee or your policy is placed on loan extension. You can also cancel the
automatic transfer service at any time by sending a written request to our
Administrative Office. You may not simultaneously participate in the asset
rebalancing service and the automatic transfer service.


We will not deduct a transfer charge for any transfer made in connection with
our automatic transfer service. This service is not available while the
Enhanced No Lapse Guarantee Rider is in effect.

OUR ASSET REBALANCING SERVICE

You may wish us to periodically redistribute the amounts you have in our
variable investment options so that the relative amount of your policy account
value in each variable option is restored to an asset allocation that you
select. You can accomplish this automatically through our asset rebalancing
service. The rebalancing may be at quarterly, semiannual, or annual intervals.

You may specify asset allocation percentages for all available variable
investment options (excluding the MSO Holding Account) up to a maximum of 50.
The allocation percentage you specify for each variable investment option
selected must be at least 2% (whole percentages only) of the total value you
hold under the variable investment options, and the sum of the percentages must
equal 100%. You may not simultaneously participate in the asset rebalancing
service and the automatic transfer service (discussed above).

You may request the asset rebalancing service in your policy application or at
any later time by completing our enrollment form. At any time, you may also
terminate the rebalancing program or make changes to your allocations under the
program. Once enrolled in the rebalancing service, it will remain in effect
until you instruct us in writing to terminate the service. Requesting an
investment option transfer while enrolled in our asset rebalancing service will
not automatically change your allocation instructions for rebalancing your
account value. This means that upon the next scheduled rebalancing, we will
transfer amounts among your investment options pursuant to the allocation
instructions previously on file for your rebalancing service. Changes to your
allocation instructions for the rebalancing service (or termination of your
enrollment in the service) must be in writing and sent to our Administrative
Office.

We will not deduct a transfer charge for any transfer made in connection with
our asset rebalancing service. Also, this service will automatically terminate
if you elect the paid up death benefit guarantee or your policy is placed on
loan extension. Certain investment options, such as the guaranteed interest
option, are not available investment options with the asset rebalancing
service. This service is not available while the Enhanced No Lapse Guarantee
Rider is in effect.

                                      44

             TRANSFERRING YOUR MONEY AMONG OUR INVESTMENT OPTIONS





8. Accessing your money

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BORROWING FROM YOUR POLICY

You may borrow up to 90% of the cash surrender value, less any outstanding loan
and accrued loan interest before the policy year in which the insured reaches
age 75 (100% thereafter). In your policy, the cash surrender value is equal to
the difference between your policy account value and any surrender charges that
are in effect under your policy. However, the amount you can borrow will be
reduced by any amount that we hold on a "restricted" basis following your
receipt of a terminal illness living benefits payment, as well as by any other
loans (and accrued loan interest) you have outstanding and reduced for any
monthly payments under the Long-Term Care Services/SM/ Rider. See "More
information about policy features and benefits: Other benefits you can add by
rider: Long-Term Care Services/SM /Rider" later in this prospectus. See "Your
option to receive a terminal illness living benefit under the Living Benefits
Rider" below. The minimum loan amount generally is $500. Please also see
"Loans" under "About the Market Stabilizer Option(R)" earlier in this
prospectus should you borrow from values allocated to the MSO.

--------------------------------------------------------------------------------
YOU CAN USE POLICY LOANS TO OBTAIN FUNDS FROM YOUR POLICY WITHOUT SURRENDER
CHARGES OR, IN MOST CASES, PAYING CURRENT INCOME TAXES. HOWEVER, THE BORROWED
AMOUNT IS NO LONGER CREDITED WITH THE INVESTMENT RESULTS OF ANY OF OUR
INVESTMENT OPTIONS UNDER THE POLICY.
--------------------------------------------------------------------------------

When you take a policy loan, we remove an amount equal to the loan from one or
more of your investment options and hold it as collateral for the loan's
repayment. We hold this loan collateral under the same terms and conditions as
apply to amounts supporting our guaranteed interest option, with several
exceptions:

..   you cannot make transfers or withdrawals of the collateral;

..   we expect to credit different rates of interest to loan collateral than we
    credit under our guaranteed interest option;

..   we do not count the collateral when we compute our customer loyalty credit;
    and

..   the collateral is not available to pay policy charges.

When you request a loan, you should tell us how much of the loan collateral you
wish to have taken from any amounts you have in each of our investment options.
Please also see "Loans" under "About the Market Stabilizer Option(R)" earlier
in this prospectus should you borrow from values allocated to the MSO. Please
note that any portion of a loan allocated to an individual Segment will
generate a corresponding Early Distribution Adjustment of the Segment Account
Value and be subject to a higher guaranteed maximum loan spread.If you do not
give us directions (or if we are making the loan automatically to cover unpaid
loan interest), we will take the loan from your investment options in the same
proportion as we are taking monthly deductions for charges. If that is not
possible, we will take the loan from your investment options in proportion to
your value in each. If the Enhanced No Lapse Guarantee Rider or the paid up
death benefit guarantee is in effect and you do not give us directions or the
directions cannot be followed due to insufficient funds (or we are making the
loan automatically to cover unpaid loan interest), we will take the loan from
your investment options in proportion to your value in each.


LOAN INTEREST WE CHARGE. The interest we charge on a policy loan accrues daily
at an adjustable interest rate. We determine the rate at the beginning of each
year of your policy and that rate applies to all policy loans that are
outstanding at any time during the year. The maximum rate is the greater of
(a) 3% or (b) the "Monthly Average Corporate" yield published in Moody's
Corporate Bond Yield Averages for the month that ends two months before the
interest rate is set. (If that average is no longer published, we will use
another average, as the policy provides.) Currently, the loan interest rate is
3% for the first ten policy years and 2% thereafter. We will notify you of the
current loan interest rate when you apply for a loan and annually on the annual
report, and will notify you in advance of any rate increase.


Loan interest payments are due on each policy anniversary. If not paid when
due, we automatically add the interest as a new policy loan.

INTEREST THAT WE CREDIT ON LOAN COLLATERAL. Under our current rules, the annual
interest rate we credit on your loan collateral during any of your policy's
first ten years will be 1% less than the rate we are then charging you for
policy loan interest, and, beginning in the policy's 11th year, equal to the
loan interest rate. The elimination of the rate differential is not guaranteed,
however. Accordingly, we have discretion to increase the rate differential for
any period, including under policies that are already in force (and may have an
outstanding loan). We do guarantee that the annual rate of interest credited on
your loan collateral will never be less than 2% and that the differential will
not exceed 1%. Please also see "Loans" under "About the Market Stabilizer
Option(R)" earlier in this prospectus should you allocate your loan to the MSO.

Because Incentive Life Optimizer(R) II was first offered in 2010, the interest
rate differential has not yet been eliminated under any in-force policies.

We credit interest on your loan collateral daily. On each anniversary of your
policy (or when your policy loan is fully repaid) we transfer that interest to
your policy's investment options in the same proportions as if it were a
premium payment. If your policy is on loan extension, we transfer the interest
to the unloaned guaranteed interest option. If the paid up death benefit
guarantee is in effect, we transfer the interest to the investment options in
accordance with your allocation instructions on record.

EFFECTS OF A POLICY LOAN. If not repaid, the aggregate amount of the
outstanding loan and any accrued loan interest will reduce your cash surrender
value and your life insurance benefit that might otherwise be payable. We will
deduct any outstanding policy loan and accrued loan interest from your policy's
proceeds if you do not pay it back. Also, a loan can reduce the length of time
that your insurance remains in force, because the amount we set aside as loan
collateral cannot be used to pay charges as they become due. A loan can also
cause any paid up death benefit guarantee to terminate or

                                      45

                             ACCESSING YOUR MONEY






may cause the Enhanced No Lapse Guarantee Rider or the no-lapse guarantee to
become unavailable.

A policy loan, repaid or not, has a permanent effect on your cash surrender
value. This results because the investment results of each investment option
apply only to the amounts remaining in such investment options. The longer the
loan is outstanding, the greater the effect on your cash surrender value is
likely to be.

Even if a loan is not taxable when made, it may later become taxable, for
example, upon termination or surrender. A policy loan can affect your policy
account value and death benefit, even if you have repaid the loan. See "Tax
information" below for a discussion of the tax consequences of a policy loan.

PAYING OFF YOUR LOAN. You can repay all or part of your loan at any time. We
normally assume that payments you send us are premium payments unless the
policy has lapsed and the payment is received during the 61-day grace period.
See "Policy 'lapse' and termination" in "The minimum amount of premiums you
must pay" under "Risk/ benefit summary: Policy features, benefits and risks"
for more information. Therefore, you must submit instructions with your payment
indicating that it is a loan repayment. If you send us more than all of the
loan principal and interest you owe, we will treat the excess as a premium
payment. Any payment received while the paid up death benefit guarantee is in
effect, the policy is on loan extension or you are receiving monthly payments
under the Long-Term Care Services/SM/ Rider will be applied as a loan repayment
(or refunded if it is in excess of the loan amount and outstanding interest).

When you send us a loan repayment, we will transfer an amount equal to such
repayment from your loan collateral back to the investment options under your
policy. First we will restore any amounts that, before being designated as loan
collateral, had been in the guaranteed interest option under your policy. We
will allocate any additional repayments among the investment options as you
instruct; or, if you don't instruct us, in the same proportion as if they were
premium payments. However, if the policy guaranteed interest option limitation
is in effect, we will limit you from allocating more than a specified
percentage of each additional repayment to the guaranteed interest option. Any
portion of the additional loan repayment in excess of the limitation amount
will be allocated to the variable investment options in proportion to any loan
repayment amounts for the variable investment options that you have specified
with that loan repayment. Otherwise, the excess will be allocated in proportion
to the premium allocation percentages for the variable investment options then
in effect. If you have not specified any loan repayment amounts for the
variable investment options and if there are no premium allocation percentages
for any variable investment options then in effect, any portion of the
additional loan repayment in excess of the limitation amount will be refunded
to you (except for any minimum amount necessary to keep the policy from
terminating, which will be allocated to the guaranteed interest option). The
specified percentage limitation on additional loan repayments allocated to the
guaranteed interest option can be changed at any time, but it will never be
less than 5%. Please see "Appendix IV: Policy variations" later in this
prospectus for more information.

If you are to receive monthly benefit payments under the Long-Term Care
Services/SM/ Rider, a pro rata portion of the loan and accrued loan interest to
that date will be deducted from the monthly benefit payment as a loan
repayment. This will reduce the monthly payment otherwise payable to you under
the rider.

If the paid up death benefit guarantee is in effect, any loan repayment
allocated to the unloaned portion of the guaranteed interest option will be
limited to an amount so that the value in the unloaned portion of the
guaranteed interest option does not exceed 25% of the amount that you have in
your unloaned policy account value. Any portion of the loan repayment that we
cannot allocate to the guaranteed interest option will be allocated to the
variable investment options in proportion to any amounts that you specified for
that particular loan repayment. If you did not specify, we will allocate that
portion of the loan repayment in proportion to the paid up death benefit
guarantee allocation percentages for the variable investment options on record.

If the Enhanced No Lapse Guarantee Rider is in effect, any loan repayment will
be allocated to the AXA Strategic Allocation investment options in proportion
to any amounts that you specified for that particular loan repayment. If you
did not specify, we will allocate that portion of the loan repayment in
proportion to the Enhanced No Lapse Guarantee Rider premium allocation
percentages for the AXA Strategic Allocation investment options on record.

LOAN EXTENSION (FOR GUIDELINE PREMIUM TEST POLICIES ONLY)

Loan extension will protect against lapse of your policy due to an outstanding
policy loan in certain circumstances. There is no additional charge for the
loan extension feature. Your policy will automatically be placed on "loan
extension," if at the beginning of any policy month on or following the policy
anniversary nearest the insured person's 75th birthday, but not earlier than
the 20th policy anniversary, all of the following conditions apply:

..   The net policy account value is not sufficient to cover the monthly
    deductions then due;

..   The amount of any outstanding policy loan and accrued loan interest is
    greater than the larger of (a) the current base policy face amount, or
    (b) the initial base policy face amount;

..   You have selected Death Benefit Option A;

..   You have not received a payment under either the Living Benefits Rider or
    the Long-Term Care Services/SM/ Rider;

..   The policy is not in a grace period; and

..   No current or future distributions will be required to be paid from the
    policy to maintain its qualification as "life insurance" under the Internal
    Revenue Code.

When a policy goes on loan extension, all of the following will apply:

..   We will collect monthly deductions due under the policy up to the amount in
    the unloaned policy account value.

..   Any policy account value that is invested in our variable investment
    options will automatically be transferred to our guaranteed interest
    option; and no transfers out of the guaranteed interest option may
    thereafter be made into any of our variable investment options.

..   While a Segment of the MSO is in effect, any Segment Distribution Values
    will be transferred automatically to the Unloaned GIO and an Early
    Distribution Adjustment will be applied, and no transfers out of the GIO
    will be allowed into the MSO.

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                             ACCESSING YOUR MONEY







..   Loan interest will continue to accrue and we will send you a notice of any
    loan interest due on or about each policy anniversary. If the loan interest
    is not paid when due, it will be added to the outstanding loan balance.

..   No additional loans or partial withdrawals may be requested.

..   No changes in face amount or death benefit option may be requested.

..   No additional premium payments will be accepted. Any payments received will
    be applied as loan repayments. If a loan repayment is made, the repaid
    amount will become part of the unloaned guaranteed interest option. Any
    payment in excess of the outstanding loan balance will be refunded to you.

..   All additional benefit riders and endorsements will terminate, including
    the Long-Term Care Services/SM/ Rider and the MSO.

..   No future allocations or transfers to the investment options will be
    accepted.

..   The paid up death benefit guarantee if applicable, may not be elected.

..   The policy will not thereafter lapse for any reason.

..   If the policy is on loan extension, the policy guaranteed interest option
    limitation will not apply.

On the policy anniversary when the insured attains age 75 and if such policy
has been in force for 20 years, and each month thereafter, we will determine
whether the policy is on loan extension. You will be sent a letter explaining
the transactions that are allowed and prohibited while a policy is on loan
extension. Once a policy is on loan extension, it will remain on loan extension
during the lifetime of the insured unless the policy is surrendered.

If your policy is on loan extension, the death benefit payable under the policy
is the greatest of (a), (b) and (c):

(a)The greater of the policy account value or the outstanding loan and accrued
   loan interest on the date of the insured's death, multiplied by a percentage
   shown in your policy;

(b)The outstanding loan and accrued loan interest, plus $10,000; or

(c)The base policy face amount on the date of death.


Other than as outlined above, all terms and conditions of your policy will
continue to apply as if your policy is not on loan extension. If your policy is
on loan extension, due to an absence of Internal Revenue Service guidance on
such features, there is some uncertainty as to how the tax law might be applied
in the future. For example, it is possible that in such circumstances, some or
the entire outstanding loan could be treated as a distribution from the policy.
Please see "Appendix IV: Policy variations" later in this prospectus for more
information.


MAKING WITHDRAWALS FROM YOUR POLICY

You may make a partial withdrawal of your net cash surrender value (defined
below) at any time after the first year of your policy and before the policy
anniversary nearest to the insured's attained age 121, provided the paid up
death benefit guarantee is not in effect, the policy is not on loan extension
and you are not receiving monthly benefit payments under the Long-Term Care
Services/SM/ Rider. The request must be for at least $500, however, and we have
discretion to decline any request. If you do not tell us from which investment
options you wish us to take the withdrawal, we will use the same allocation
that then applies for the monthly deductions we make for charges; and, if that
is not possible, we will take the withdrawal from all of your investment
options in proportion to your value in each. If you elected the Long-Term Care
Services/SM/ Rider and selected death benefit Option A, a partial withdrawal
will reduce the current long-term care specified amount by the amount of the
withdrawal, but not to less than the policy account value minus the withdrawal
amount. If you selected death benefit Option B, the current long-term care
specified amount will not be reduced. We will not deduct a charge for making a
partial withdrawal. Please see the "Early Distribution Adjustment" section
under "About the Market Stabilizer Option(R)" earlier in the prospectus for
more information about the effect of an EDA on a surrender of your policy.

--------------------------------------------------------------------------------
YOU CAN WITHDRAW ALL OR PART OF YOUR POLICY'S NET CASH SURRENDER VALUE,
ALTHOUGH YOU MAY INCUR TAX CONSEQUENCES BY DOING SO.
--------------------------------------------------------------------------------

EFFECT OF PARTIAL WITHDRAWALS ON INSURANCE COVERAGE. If the Option A death
benefit is in effect, a partial withdrawal results in a dollar-for-dollar
automatic reduction in the policy's face amount (and, hence, an equal reduction
in the Option A death benefit). We will not permit a partial withdrawal that
would reduce the face amount below the minimum stated in your policy, or that
would cause the policy to no longer be treated as life insurance for federal
income tax purposes.

If death benefit Option B is in effect, a partial withdrawal reduces the death
benefit on a dollar for dollar basis, but does not affect the face amount.

The result is different, however, during any time when the alternative death
benefit (discussed later in this prospectus) would be higher than the Option A
or B death benefit you have selected. In that case, a partial withdrawal will
cause the death benefit to decrease by more than the amount of the withdrawal.
A partial withdrawal reduces the amount of your premium payments that counts
toward maintaining the no-lapse guarantee and the Enhanced No Lapse Guarantee
Rider as well. A partial withdrawal may increase the chance that your policy
could lapse because of insufficient value to pay policy charges as they fall
due or failure to pass the guarantee premium test for the no-lapse guarantee.

You should refer to "Tax information" below, for information about possible tax
consequences of partial withdrawals and any associated reduction in policy
benefits. Also, partial withdrawals are not permitted while the paid up death
benefit guarantee is in effect. Please see "Paid up death benefit guarantee" in
"More information about policy features and benefits."

SURRENDERING YOUR POLICY FOR ITS NET CASH SURRENDER VALUE

Upon written request satisfactory to us, you can surrender (give us back) your
policy for its "net cash surrender value" at any time. The net cash surrender
value equals your policy account value, minus any outstanding loan and unpaid
loan interest, minus any amount of your policy account value that is
"restricted" as a result of previously distributed terminal illness living
benefits, and further reduced for any monthly benefit payments under the
Long-Term Care Services/SM/ Rider,

                                      47

                             ACCESSING YOUR MONEY






and minus any surrender charge that then remains applicable. If you have any
policy account value in the MSO, the Segment Distribution Value and not the
Segment Account Value will be used to calculate your policy account value for
the purpose of determining your net cash surrender value. Please see the "Early
Distribution Adjustment" section under "About the Market Stabilizer Option(R)"
earlier in the prospectus for more information about the effect of an EDA on a
surrender of your policy. The surrender charge is described in "Charges and
expenses you will pay" earlier in this prospectus.

Please refer to "Tax information" below for the possible tax consequences of
surrendering your policy.

YOUR OPTION TO RECEIVE A TERMINAL ILLNESS LIVING BENEFIT UNDER THE LIVING
BENEFITS RIDER

Subject to our insurance underwriting guidelines and availability in your
state, your policy will automatically include our Living Benefits Rider if you
apply for a face amount of at least $100,000 unless it is issued as a result of
an Option To Purchase Additional Insurance election or a conversion from a term
life policy or term rider. This feature enables you to receive a portion
(generally the lesser of 75% or $500,000) of the policy's death benefit
(excluding death benefits payable under certain other policy riders), if the
insured person has a terminal illness (as defined in the rider). The maximum
aggregate amount of payments that will be paid under this Living Benefits Rider
for all policies issued by AXA Equitable or an affiliate company on the life of
the same insured person is $500,000. We make no additional charge for the
rider, but we will deduct a one-time administrative charge of up to $250 from
any living benefit we pay.

If you tell us that you do not wish to have the Living Benefits Rider added at
issue, but you later ask to add it, there will be a $100 administrative charge.
Also, we will need to evaluate the insurance risk at that time, and we may
decline to issue the rider.

If you receive a living benefit on account of terminal illness, the Long-Term
Care Services/SM/ Rider for chronic illness benefits, if elected, and before
continuation of coverage under any Nonforfeiture Benefit, will terminate and no
further benefits will be payable under the Long-Term Care Services/SM/ Rider.
Long-Term Care Services/SM/ Rider charges will also stop. In addition, once you
receive a living benefit, you cannot elect the paid up death benefit guarantee
and your policy cannot be placed on loan extension. We will deduct the amount
of any living benefit we have paid, plus interest (as specified in the rider),
from the death benefit proceeds that become payable under the policy if and
when the insured person dies. (In your policy we refer to this as a "lien" we
establish against your policy.)

When we pay a living benefit, we automatically transfer a pro rata portion of
your policy's net cash surrender value to the policy's guaranteed interest
option regardless of any policy guaranteed interest option limitation in
effect. This amount, together with the interest we charge thereon, will be
"restricted"-- that is, it will not be available for any loans, transfers or
partial withdrawals that you may wish to make. In addition, it may not be used
to satisfy the charges we deduct from your policy's value. We also will deduct
these restricted amounts from any subsequent surrender proceeds that we pay.
Please see "Appendix IV: Policy variations" later in this prospectus for more
information.

The receipt of a living benefits payment may qualify for exclusion from income
tax. See "Tax information" below. Receipt of a living benefits payment may
affect your eligibility for certain government benefits or entitlements.

--------------------------------------------------------------------------------
YOU CAN ARRANGE TO RECEIVE A "LIVING BENEFIT" IF THE INSURED PERSON BECOMES
TERMINALLY ILL.
--------------------------------------------------------------------------------

                                      48

                             ACCESSING YOUR MONEY





9. Tax information

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

This discussion is based on current federal income tax law and interpretations.
It assumes that the policy owner is a natural person who is a U.S. citizen and
resident and has an insurable interest in the insured. The tax effects on
corporate taxpayers, non-U.S. residents or non-U.S. citizens may be different.
This discussion is general in nature, and should not be considered tax advice,
for which you should consult a qualified tax advisor.

BASIC INCOME TAX TREATMENT FOR YOU AND YOUR BENEFICIARY

An Incentive Life Optimizer(R) II policy will be treated as "life insurance"
for federal income tax purposes (a) if it meets the definition of life
insurance under Section 7702 of the Internal Revenue Code (the "Code") and
(b) as long as the investments made by the underlying Portfolios satisfy
certain investment diversification requirements under Section 817(h) of the
Code. The following discussion assumes that the policies meet these
requirements and, therefore, that generally:

..   the death benefit received by the beneficiary under your policy generally
    will not be subject to federal income tax; and

..   increases in your policy account value as a result of interest or
    investment experience will not be subject to federal income tax, unless and
    until there is a distribution from your policy, such as a surrender, a
    partial withdrawal, loan or a payment to you.


The IRS, however, could disagree with our position such that certain tax
consequences could be other than as described. If it is subsequently determined
that a policy does not satisfy the applicable requirements, we may take
appropriate steps to bring the policy into compliance with such requirements
and we reserve the right to restrict policy transactions in order to do so.
There may also be different tax consequences if you assign your policy,
transfer an interest therein or designate a new owner. See "Assigning your
policy" later in this prospectus. See also special rules below for "Business
and employer owned policies," and for the discussion of insurable interest
under "Other information."


TAX TREATMENT OF DISTRIBUTIONS TO YOU (LOANS, PARTIAL WITHDRAWALS, AND FULL
SURRENDER)

The federal income tax consequences of a distribution from your policy depend
on whether your policy is a "modified endowment contract" (sometimes also
referred to as a "MEC"). In all cases, however, the character of any income
described below as being taxable to the recipient will be ordinary income (as
opposed to capital gain).

TESTING FOR MODIFIED ENDOWMENT CONTRACT STATUS. Your policy will be a "modified
endowment contract" if, at any time during the first seven years of your
policy, you have paid a cumulative amount of premiums that exceeds the
cumulative seven-pay limit. The cumulative seven-pay limit is the amount of
premiums that you would have paid by that time under a similar fixed-benefit
insurance policy that was designed (based on certain assumptions mandated under
the Code) to provide for paid up future benefits after the payment of seven
equal annual premiums. ("Paid up" means that no future premiums would be
required.) This is called the "seven-pay" test.

Whenever there is a "material change" under a policy, the policy will generally
be (a) treated as a new contract for purposes of determining whether the policy
is a modified endowment contract and (b) subjected to a new seven-pay period
and a new seven-pay limit. The new seven-pay limit would be determined taking
into account, under a prescribed formula, the policy account value at the time
of such change.

A materially changed policy would be considered a modified endowment contract
if it failed to satisfy the new seven-pay limit at any time during the new
seven-pay period. A "material change" for these purposes could occur as a
result of a change in death benefit option, a requested increase in the
policy's face amount or certain other changes.


If your policy's benefits are reduced during its first seven years (or within
seven years after a material change), the seven-pay limit will be redetermined
based on the reduced level of benefits and applied retroactively for purposes
of the seven-pay test. (Such a reduction in benefits could include, for
example, a requested decrease in face amount, the termination of additional
benefits under a rider or, in some cases, a partial withdrawal or a change in
death benefit option.) If the premiums previously paid during its first seven
years (or within seven years after a material change) are greater than the
recalculated (lower) seven-pay limit, the policy will become a modified
endowment contract.


A life insurance policy that you receive in exchange for a modified endowment
contract will also be considered a modified endowment contract.


In addition to the above premium limits for testing for modified endowment
status, federal income tax rules must be complied with in order for it to
qualify as life insurance. Changes made to your policy, for example, a decrease
in face amount (including any decrease that may occur as a result of a partial
withdrawal), a change in death benefit option, or other decrease in benefits
may impact the maximum amount of premiums that can be paid, as well as the
maximum amount of policy account value that may be maintained under the policy.
We may also be required to provide a higher death benefit notwithstanding the
decrease in face amount in order to assure that your policy continues to
qualify as life insurance. Under either test, in some cases, this may cause us
to take current or future action in order to assure that your policy continues
to qualify as life insurance, including distribution of amounts to you that may
be includible as income. See "Changes we can make" later in this prospectus.

TAXATION OF PRE-DEATH DISTRIBUTIONS IF YOUR POLICY IS NOT A MODIFIED ENDOWMENT
CONTRACT. As long as your policy remains in force as a non-modified endowment
contract, policy loans will be treated as indebtedness, and no part of the loan
proceeds will generally be subject to current federal income tax. Interest on
the loan will generally not be tax deductible, although interest credited on
loan collateral may become taxable under the rules below if distributed.
However, there is some uncertainty as to the federal tax treatment of policy
loans with a small or no spread between the interest rate charged and the
interest rate credited on the amount loaned. You should consult a qualified tax
adviser as to the federal tax treatment of such loans. Also, see below for
taxation of loans upon surrender or termination of your policy.


If you make a partial withdrawal after the first 15 years of your policy, the
proceeds will not be subject to federal income tax except to the extent such
proceeds exceed your "basis" in your policy. (Your basis

                                      49

                                TAX INFORMATION






generally will equal the premiums you have paid, less the amount of any
previous distributions from your policy that were not taxable.) During the
first 15 years, however, the proceeds from a partial withdrawal could be
subject to federal income tax, under a complex formula, to the extent that your
policy account value exceeds your basis.

Upon full surrender, any amount by which the proceeds we pay (including amounts
we use to discharge any policy loan and unpaid loan interest) exceed your basis
in the policy will be subject to federal income tax. IN ADDITION, IF A POLICY
TERMINATES AFTER A GRACE PERIOD, THE EXTINGUISHMENT OF ANY THEN-OUTSTANDING
POLICY LOAN AND UNPAID LOAN INTEREST WILL BE TREATED AS A DISTRIBUTION AND
COULD BE SUBJECT TO TAX UNDER THE FOREGOING RULES. Finally, if you make an
assignment of rights or benefits under your policy, you may be deemed to have
received a distribution from your policy, all or part of which may be taxable.

POLICY LOANS. Policy loans can cause taxable income upon the termination of a
policy with no cash payout. In the case of a surrender, the loan amount is
taken into account in determining any taxable amount and such income can also
exceed the payment received. These events can occur from potential situations
which include: (1) amount of outstanding policy debt (loans taken plus unpaid
interest amounts added to the outstanding loan) at or near the maximum loan
value; (2) unfavorable investment results affecting your policy account value;
(3) increasing monthly policy charges due to increasing attained ages of the
insured; (4) high or increasing amount of insurance risk, depending on death
benefit option and changing account value; and (5) increasing policy loan rates
if an adjustable policy loan rate is in effect.


Ideally a policy loan will be paid from income tax free death benefit proceeds
if your policy is kept in force until the death of the insured. To avoid policy
terminations that may give rise to significant income tax liability, you may
need to make substantial premium payments or loan repayments to keep your
policy in force.


You can reduce the likelihood that these situations will occur by considering
these risks before taking a policy loan. If you take a policy loan, you should
monitor the status of your policy with your financial representative and your
tax advisor at least annually, and take appropriate preventative action. As
indicated above, in the case of a policy that is a modified endowment contract
("MEC"), any loan will be treated as a distribution when made, and thus may be
taxable at such time.

TAXATION OF PRE-DEATH DISTRIBUTIONS IF YOUR POLICY IS A MODIFIED ENDOWMENT
CONTRACT. Any distribution from your policy will be taxed on an "income-first"
basis if your policy is a modified endowment contract. Distributions for this
purpose include a loan (including any increase in the loan amount to pay
interest on an existing loan or an assignment or a pledge to secure a loan) or
withdrawal. Any such distributions will be considered taxable income to you to
the extent your policy account value exceeds your basis in the policy. (For
modified endowment contracts, your basis is similar to the basis described
above for other policies, except that it also would be increased by the amount
of any prior loan under your policy that was considered taxable income to you.)

For purposes of determining the taxable portion of any distribution, all
modified endowment contracts issued by AXA Equitable (or its affiliates) to the
same owner (excluding certain qualified plans) during any calendar year are
treated as if they were a single contract.

A 10% penalty tax also will apply to the taxable portion of most distributions
from a policy that is a modified endowment contract. The penalty tax will not,
however, apply to (i) taxpayers whose actual age is at least 59 1/2,
(ii) distributions in the case of a disability (as defined in the Code) or
(iii) distributions received as part of a series of substantially equal
periodic annuity payments for the life (or life expectancy) of the taxpayer or
the joint lives (or joint life expectancies) of the taxpayer and his or her
beneficiary. The exceptions generally do not apply to life insurance policies
owned by corporations or other entities.

IF YOUR POLICY TERMINATES AFTER A GRACE PERIOD, THE EXTINGUISHMENT OF ANY THEN
OUTSTANDING POLICY LOAN AND UNPAID LOAN INTEREST WILL BE TREATED AS A
DISTRIBUTION (to the extent the loan was not previously treated as such) and
could be subject to tax, including the 10% penalty tax, as described above. In
addition, upon a full surrender, any excess of the proceeds we pay (including
any amounts we use to discharge any loan) over your basis in the policy, will
be subject to federal income tax and, unless an exception applies, the 10%
penalty tax.

Distributions that occur during a year of your policy in which it becomes a
modified endowment contract, and during any subsequent years, will be taxed as
described in the four preceding paragraphs. In addition, distributions from a
policy within two years before it becomes a modified endowment contract also
will be subject to tax in this manner. This means that a distribution made from
a policy that is not a modified endowment contract could later become taxable
as a distribution from a modified endowment contract.

POLICY CHANGES. Changes made to a life insurance policy, for example, a
decrease in benefits, a Death Benefit Option change, or the termination or
restoration of a terminated policy, may have other effects on your policy,
including impacting the maximum amount of premiums that can be paid under the
policy. In some cases, this may cause us to take action in order to assure your
policy continues to qualify as life insurance, including distribution of
amounts that may be includable as income. This action may be required under the
tax law even though the policy may not be sufficiently funded to keep it in
force for a desired duration. In some cases, premium payments for a policy year
could be limited to the amount needed to keep the policy in force until the end
of the policy year. You should carefully go over the implications of any policy
changes with your advisor before making a change.

RESTORATION OF A TERMINATED POLICY. For tax purposes, some restorations of a
policy that terminated after a grace period may be treated as the purchase of a
new policy. Since tax laws and regulations and their application may have
changed by such time, there can be no assurance that we can reinstate the
policy to qualify as life insurance under future tax rules.

TAX TREATMENT OF LIVING BENEFITS RIDER OR LONG-TERM CARE SERVICES/SM/ RIDER
UNDER A POLICY WITH THE APPLICABLE RIDER

LIVING BENEFITS RIDER. Amounts received under an insurance policy on the life
of an individual who is terminally ill, as defined by the tax law, are
generally excludable from gross income as an accelerated death benefit. We
believe that the benefits provided under our living benefits rider meet the tax
law's definition of terminally ill under section 101(g) of the Code and can
qualify for this income tax exclusion.

If the owner and the insured person are not the same, the exclusion for
accelerated death benefits for terminal illness or a chronic illness does not
apply if the owner (taxpayer) has an insurable interest with respect to the
life of the insured person by reason of the insured person being an officer,
employee or director of the taxpayer or by reason of the insured person being
financially interested in any trade or business carried on by the taxpayer.

LONG-TERM CARE SERVICES/SM/ RIDER. Benefits received under the Long-Term Care
Services/SM/ Rider are intended to be treated, for Federal

                                      50

                                TAX INFORMATION







income tax purposes, as accelerated death benefits under the Code on the life
of a chronically ill insured person receiving qualified long-term care services
within the meaning of section 7702B of the Code. The benefits are intended to
qualify for exclusion from income subject to the limitations of the Code with
respect to a particular insured person. However, receipt of these benefits may
be taxable in part and may reduce your investment in the policy. Generally
income exclusion for all long-term care type payments from all sources with
respect to an insured person will be limited to the higher of the Health
Insurance Portability and Accountability Act ("HIPAA") per day limit or actual
costs incurred by the taxpayer on behalf of the insured person.

The Long-Term Care Services/SM/ Rider is intended to be a qualified long-term
care insurance contract under section 7702B(b) of the Code. Charges for the
Long-Term Care Services/SM/ Rider are generally not considered deductible for
income tax purposes and may be considered distributions for income tax
purposes, and may be taxable to the owner to the extent not considered a
nontaxable return of premiums paid for the life insurance policy. Assuming the
rider qualifies as intended, charges will reduce your investment in the policy
for income tax purposes (but not below zero) but will not be taxable. Please
see "Policy variations" and "State policy availability and/or variations of
certain features and benefits" Appendices later in this prospectus for more
information on previously issued riders and state variations.


Any adjustments made to your policy death benefit, face amount and other values
as a result of Long-Term Care Services/SM/ Rider benefits paid will also
generally cause us to make adjustments with respect to your policy under
federal income tax rules for testing premiums paid, your tax basis in your
policy, your overall premium limits and the seven-pay period and seven-pay
limit for testing modified endowment contract status.

It is not clear whether the exclusion for accelerated death benefits on account
of chronically-ill insureds applies to benefits under a qualified long-term
care insurance policy for owners whose insurable interests arise from
business-type policies. Please see "Policy variations" and "State policy
availability and/or variations of certain features and benefits" Appendices
later in this prospectus for more information on previously issued riders and
state variations.


UNDER EITHER RIDER, if the owner and insured person are not the same, other tax
considerations may also arise in connection with a transfer of benefits
received to the insured person, for example, gift taxes in personal settings,
compensation income in the employment context and inclusion of life insurance
policy proceeds for estate tax purposes in certain trust owned situations.
Under certain conditions, a gift tax exclusion may be available for certain
amounts paid on behalf of a donee to the provider of medical care.


BUSINESS AND EMPLOYER OWNED POLICIES

Any employer owned life insurance arrangement on an employee or director as
well as any corporate, trade, or business use of a policy should be carefully
reviewed by your tax advisor with attention to the
rules discussed below. Also, careful consideration should be given to any other
rules that may apply, including other possible pending or recently enacted
legislative proposals.

REQUIREMENTS FOR INCOME TAX FREE DEATH BENEFITS. Federal tax law imposes
additional requirements for employer owned life insurance policies. The
provisions can have broad application for contract owners engaged in a trade or
business or certain related persons. These requirements include detailed notice
and consent rules, annual tax reporting and recordkeeping requirements on the
employer and limitations on those employees (including directors) who can be
insured under the life insurance policy. Failure to satisfy applicable
requirements will result in death benefits in excess of premiums paid by the
owner being includible in the owner's income upon the death of the insured
employee. Notice and consent requirements must be satisfied before the issuance
of the life insurance policy or a material change to an existing life insurance
policy, otherwise benefits may lose their tax favored treatment.

The rules generally apply to life insurance policies issued after August 17,
2006. Note, however, that material increases in the death benefit or other
material changes will generally cause an existing policy to be treated as a new
policy and thus subject to the new requirements. The term "material" has not
yet been fully defined but is expected to not include automatic increases in
death benefits in order to maintain compliance of the life insurance policy tax
qualification rules under the Code. An exception for certain tax-free exchanges
of life insurance policies pursuant to Section 1035 of the Code may be
available but is not clearly defined.

LIMITATIONS ON INTEREST DEDUCTIBILITY FOR BUSINESS OWNED LIFE
INSURANCE. Ownership of a policy by a trade or business can limit the amount of
any interest on business borrowings that entity otherwise could deduct for
federal income tax purposes, even though such business borrowings may be
unrelated to the policy. To avoid the limit, the insured person must be an
officer, director, employee or 20% owner of the trade or business entity when
coverage on that person commences. Proposals, if enacted, could narrow the
exception unless the policy is grandfathered.

The limit does not generally apply for policies owned by natural persons (even
if those persons are conducting a trade or business as sole proprietorships),
unless a trade or business entity that is not a sole proprietorship is a direct
or indirect beneficiary under the policy. Entities commonly have such a
beneficial interest, for example, in so-called "split-dollar" arrangements. If
the trade or business entity has such an interest in a policy, it will be
treated the same as if it owned the policy for purposes of the limit on
deducting interest on unrelated business income.

The limit generally applies only to policies issued after June 8, 1997 in
taxable years ending after such date. However, for this purpose, any material
change in a policy will be treated as the issuance of a new policy.

In cases where the above-discussed limit on deductibility applies, the
non-deductible portion of unrelated interest on business loans is determined by
multiplying the total amount of such interest by a fraction. The numerator of
the fraction is the policy's average account value (excluding amounts we are
holding to secure any policy loans) for the year in question, and the
denominator is the average for the year of the aggregate tax bases of all the
entity's other assets. The above limitation is in addition to rules limiting
interest deductions on policy loans against business-owned life insurance.
Special rules apply to insurance company owners of policies which may be more
restrictive.


TAX SHELTER REGULATIONS. Prospective owners that are corporations should
consult a tax advisor about the treatment of the policy under the Treasury
Regulations applicable to corporate tax shelters.

ALTERNATIVE MINIMUM TAX. There may also be an indirect tax upon the income in
the policy or the proceeds of a policy under the federal corporate alternative
minimum tax, if the owner is subject to that tax.


REQUIREMENT THAT WE DIVERSIFY INVESTMENTS

Under Section 817(h) of the Code, the Treasury Department has issued
regulations that implement investment diversification requirements. Failure to
comply with these regulations would disqualify your

                                      51

                                TAX INFORMATION






policy as a life insurance policy under Section 7702 of the Code. If this were
to occur, you would be subject to federal income tax on any income and gains
under the policy and the death benefit proceeds would lose their income
tax-free status. These consequences would continue for the period of the
disqualification and for subsequent periods. Through the Portfolios, we intend
to comply with the applicable diversification requirements, though no
assurances can be given in this regard.

ESTATE, GIFT, AND GENERATION-SKIPPING TAXES

If the policy's owner is the insured person, the death benefit will generally
be includable in the owner's estate for purposes of federal estate tax. If the
owner is not the insured person, and the owner dies before the insured person,
the value of the policy would be includable in the owner's estate. If the owner
is neither the insured person nor the beneficiary, the owner will be considered
to have made a gift to the beneficiary of the death benefit proceeds when they
become payable.


In general, a person will not owe estate or gift taxes until gifts made by such
person, plus that person's taxable estate, total at least $5 million indexed
for inflation ($5.45 million in 2016). A portability rule generally permits a
surviving spouse to elect to carryover the unused portion of their deceased
spouse's exclusion amount.

Certain amounts may be deductible or excludable, such as gifts and bequests to
a person's spouse or charitable institutions, as well as for certain gifts per
recipient per year ($14,000 for 2016, indexed for inflation).

As a general rule, if you make a "transfer" to a person two or more generations
younger than you, a generation-skipping tax may be payable. Generation-skipping
transactions would include, for example, a case where a grandparent "skips" his
or her children and names his or her grandchildren as a policy's beneficiaries.
In that case, the generation-skipping "transfer" would be deemed to occur when
the insurance proceeds are paid. The generation-skipping tax rates are similar
to the maximum estate tax rates in effect at the time. Individuals, are
generally allowed an aggregate generation-skipping tax exemption of the same
$5.45 million amount discussed above for estate and gift taxes, but without
portability.


The particular situation of each policyowner, insured person or beneficiary
will determine how ownership or receipt of policy proceeds will be treated for
purposes of federal estate, gift and generation-skipping taxes, as well as
state and local estate, inheritance and other taxes. Because these rules are
complex, you should consult with a qualified tax adviser for specific
information, especially where benefits are passing to younger generations.

If this policy is used with estate and gift tax planning in mind, you should
consult with your tax advisor as to the most up-to-date information as to
federal estate, gift and generation skipping tax rules.

If this policy was purchased pursuant to a split-dollar arrangement, you should
also consult your tax advisor for advice concerning the effect of IRS Notice
2002-8 and recent proposed and final regulations regarding split-dollar
arrangements on your split-dollar arrangement. The transition and
grandfathering rules, among other items, should be carefully reviewed. A
material modification to an existing arrangement may result in a change in tax
treatment.

PENSION AND PROFIT-SHARING PLANS

There are special limits on the amount of insurance that may be purchased by a
trust or other entity that forms part of a pension or profit-sharing plan
qualified under Section 401(a) or 403 of the Code. In addition, the federal
income tax consequences will be different from those described in this
prospectus. These rules are complex, and you should consult a qualified tax
advisor.

SPLIT-DOLLAR AND OTHER EMPLOYEE BENEFIT PROGRAMS


Complex rules may also apply when a policy is held by an employer or a trust,
or acquired by an employee, in connection with the provision of other employee
benefits. Employees may have imputed income for the value of any economic
benefit provided by the employer. There may be other tax implications, as well.
It is possible that certain split-dollar arrangements may be considered to be a
form of deferred compensation under Section 409A of the Code, which broadens
the definition of deferred compensation plans, and subjects such plans to new
requirements. Further certain split-dollar arrangements may come within the
rules for business and employer owned policies. Among other issues,
policyowners must consider whether the policy was applied for by or issued to a
person having an insurable interest under applicable state law and with the
insured person's consent. The lack of an insurable interest or consent may,
among other things, affect the qualification of the policy as life insurance
for federal income tax purposes and the right of the beneficiary to receive a
death benefit. In 2002 the IRS issued Notice 2002-8 concerning the taxation of
split-dollar life insurance arrangements as well as regulations in both 2002
and 2003. They provide for taxation under one of two mutually exclusive regimes
depending upon the structure of the arrangement. These are a loan regime and an
economic benefit regime. Transition and grandfathering rules, among other
items, should be carefully reviewed when considering such arrangements. A
material modification to an existing arrangement may result in a change in tax
treatment. Further guidance may be forthcoming. In addition, public
corporations (generally publicly traded or publicly reporting companies) and
their subsidiaries should consider the possible implications on split-dollar
arrangements of the Securities Exchange Act of 1934 which generally prohibit
certain direct or indirect loans to executive officers or directors. At least
some split-dollar arrangements could be deemed to involve loans within the
purview of that section.


ERISA

Employers and employer-created trusts may be subject to reporting, disclosure
and fiduciary obligations under the Employee Retirement Income Security Act of
1974. There may also be other implications. You should consult a qualified
legal advisor.

3.8% TAX ON NET INVESTMENT INCOME OR "NII"

The 3.8% Medicare tax on certain unearned income of taxpayers whose adjusted
incomes exceed certain thresholds applies to all or part of a taxpayer's NII.
As currently interpreted under IRS guidelines, NII includes the taxable portion
of an annuitized payment from a life insurance contract. It has not been
defined to include taxable amounts from partial withdrawals, surrenders or
lapses of life insurance policies subject to loans. You should consult your tax
advisor as to the applicability of this tax to you.

OUR TAXES

The operations of our separate accounts are reported in our federal income tax
return. Separate account investment income and capital gains, however, are, for
tax purposes, reflected in our variable life insurance policy reserves.
Currently we pay no taxes on such income and gains and impose no charge for
such taxes. We reserve the right to impose a charge in the future for taxes
incurred by us that are allocable to the policies.

We are entitled to certain tax benefits related to the investment of company
assets, including assets of the separate accounts. These tax

                                      52

                                TAX INFORMATION






benefits, which may include the foreign tax credit and the corporate dividends
received deduction, are not passed back to you, since we are the owner of the
assets from which tax benefits may be derived.

WHEN WE WITHHOLD TAXES FROM DISTRIBUTIONS

Generally, unless you provide us with a satisfactory written election to the
contrary prior to the distribution, we are required to withhold income tax from
any proceeds we distribute as part of a taxable transaction under your policy.
If you do not wish us to withhold tax from the payment, or if we do not
withhold enough, you may have to pay later, and you may incur penalties under
the estimated income tax rules. In some cases, where generation skipping taxes
may apply, we may also be required to withhold for such taxes unless we are
provided satisfactory notification that no such taxes are due. States may also
require us to withhold tax on distributions to you and may not always follow
federal rules.


Special withholding rules apply to United States citizens residing outside of
the United States, foreign recipients, and certain U.S. entity recipients which
are treated as foreign because they fail to document their U.S. status before
payment is made. We do not discuss these rules here in detail. However, we may
require additional documentation in the case of payments made to United States
persons living abroad and non-United States persons (including U.S. entities
treated as foreign) prior to processing any requested transaction. For Puerto
Rico and other jurisdictions, income is considered U.S. - source income. We
anticipate requiring owners or beneficiaries of annuity contracts in Puerto
Rico which are not individuals to document their status to avoid 30% FATCA
withholding from U.S. - source income.

Even though this section in the prospectus discusses consequences to United
States individuals you should be aware that the Foreign Account Tax Compliance
Act ("FATCA") which applies to certain U.S.-source payments require AXA
Equitable and its affiliates to obtain specified documentation of an entity's
status before payment is made in order to avoid punitive 30% FATCA withholding.
The FATCA rules are initially directed at foreign entities, and may presume
that various U.S. entities are "foreign" unless the U.S. entity has documented
its U.S. status by providing Form W-9. Also, in future years FATCA and related
rules may require us to document the status of certain policyholders, as well
as report policy account values and other information for such policyholders.
For this reason AXA Equitable and its affiliates intend to require appropriate
status documentation at purchase, change of ownership, and affected payment
transactions including death benefit payments and disbursements. FATCA and its
related guidance are extraordinarily complex and its effect varies considerably
by type of payer, type of payee and type of recipient.


POSSIBILITY OF FUTURE TAX CHANGES AND OTHER TAX INFORMATION

The U.S. Congress frequently considers legislation that, if enacted, could
change the tax treatment of life insurance policies or increase the taxes we
pay in connection with such policies. This could include special rules for
tax-exempt entities as well as for corporate or business use of policies.
Congress may also consider proposals to comprehensively reform or overhaul the
U.S. tax and retirement systems. For example, a President's Advisory Panel on
Federal Tax Reform announced its tax reform options several years ago. These
options make sweeping changes to many longstanding tax rules including certain
tax benefits currently available to newly purchased cash value life insurance
and deferred annuity products. More recently, in connection with deficit
reduction and tax reform, proposals have been considered to eliminate some or
all taxable expenditures or tax preferences together with some lowering of tax
rates. We cannot predict what if any, legislation will actually be proposed or
enacted based on these options or what type of grandfathering will be allowed
for existing life insurance policies. In addition, the Treasury Department may
amend existing regulations, issue regulations on the qualification of life
insurance and modified endowment contracts, or adopt new or clarifying
interpretations of existing law. Some areas of possible future guidance include
new rules for testing for policies issued on a special risk class basis. As a
result, there are areas of some uncertainty even under current laws, such that
future tax consequences of a policy could be other than as described herein.

State and local tax law or, if you are not a U.S. citizen and resident, foreign
tax law, may also affect the tax consequences to you, the insured person or
your beneficiary, and are subject to change or change in interpretation. Any
changes in federal, state, local or foreign tax law or interpretations could
have a retroactive effect both on our taxes and on the way your policy is taxed
or the tax benefit of life insurance policies.

OTHER INFORMATION

There are a number of tax benefits associated with variable life insurance
policies. For tax benefits to be available, the policyowner must have an
insurable interest in the life of the insured under applicable state laws.
Requirements may vary by state. A failure can, among other consequences, cause
the policyowner to lose anticipated favorable federal tax treatment generally
afforded life insurance.

For tax benefits to continue, the policy must continue to qualify as life
insurance. We reserve the right to restrict transactions that we determine
would cause your policy to fail to qualify as life insurance under federal tax
law. We also reserve the right to decline to make any change that may cause
your policy to lose its ability to be tested for federal income tax purposes
under the 2001 Commissioners Standard Ordinary Mortality Tables.

In addition to other requirements, federal tax law requires that the insurer,
and not the policyowner, have control of the underlying investment assets for
the policy to qualify as life insurance.

You may make transfers among Portfolios of the Separate Account, but you may
not direct the investments each Portfolio makes. If the IRS were to conclude
that you, as the investor, have control over these investments, then the policy
would no longer qualify as life insurance. You would be treated as the owner of
separate account assets and be currently taxed on any income or gain the assets
generate.

The IRS has provided some guidance on investor control, but many issues remain
unclear. One such issue is whether a policyowner can have too much investor
control if the variable life policy offers a large number of investment options
in which to invest policy account values and/or the ability to make frequent
transfers available under the policy. Although the Treasury Department
announced several years ago that it would provide formal guidance on this
issue, guidance as of the date of this prospectus has been limited. We do not
know if the IRS will provide any further guidance on the issue. If guidance is
provided, we do not know if it would apply retroactively to policies already in
force.

We believe that our variable life policies do not give policyowners investment
control over the investments underlying the various investment options;
however, the IRS could disagree with our position. The IRS could seek to treat
policyowners with a large number of investment options and/or the ability to
freely transfer among investment options as the owners of the underlying
Portfolio's shares. Accordingly, we reserve the right to modify your policy as
necessary to attempt to prevent you from being considered the owner of your
policy's proportionate share of the assets of the Separate Account.

                                      53

                                TAX INFORMATION





10. More information about policy features and benefits

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

GUARANTEE PREMIUM TEST FOR THE NO-LAPSE GUARANTEES

We offer two guarantees against policy lapse that depends on your having paid
specified amounts of premiums. We refer to these guarantees as our "no-lapse
guarantee" and our optional "Enhanced No Lapse Guarantee Rider" and you can
read more about it in "You can guarantee that your policy will not terminate
before a certain date" in "Risk/benefit summary: Policy features, benefits and
risks," earlier in this prospectus. You can also read more about our Enhanced
No Lapse Guarantee Rider in "Enhanced no lapse guarantee rider" later in this
section.

GUARANTEE PREMIUM TEST. If your net policy account value is not sufficient to
pay a monthly deduction that has become due, we check to see if the cumulative
amount of premiums that you have paid to date (less any partial withdrawals) at
least equals the cumulative guarantee premiums due to date for the no-lapse
guarantee or Enhanced No Lapse Guarantee Rider including any cumulative
guarantee premiums for any optional riders that are then in effect. If it does,
your policy will not lapse, provided that any policy loan and accrued loan
interest does not exceed the policy account value, and provided that the
guarantee is still in effect.

GUARANTEE PREMIUMS. The amount of the guarantee premiums for the no-lapse
guarantee and the Enhanced No Lapse Guarantee Rider, if elected, are set forth
in your policy on a monthly basis. The guarantee premiums are actuarially
determined at policy issuance and depend on the age and other insurance risk
characteristics of the insured person, as well as the amount of the coverage
and additional features you select. The guarantee premiums may change if, for
example, the face amount of the policy or the long-term care specified amount
changes, or a rider is eliminated, or if there is a change in the insured
person's risk characteristics. We will send you a new policy page showing any
change in your guarantee premiums. Any change will be prospective only, and no
change will extend the no-lapse guarantee period beyond its original number of
years.

PAID UP DEATH BENEFIT GUARANTEE

Subject to our approval, you may elect the "paid up" death benefit guarantee at
any time after the fourth year. This benefit provides an opportunity to lock in
all or a portion of your policy's death benefit without making additional
premium payments. Also, this benefit may be attractive to you if you are
concerned about the impact of poor future investment performance or increases
in policy charges on your policy's death benefit and potential policy lapse.
You may elect this benefit provided:

..   the insured's attained age is not more than 120;

..   you have death benefit "Option A" in effect (see "About your life insurance
    benefit" in "Risk/benefit summary: Policy features, benefits and risks,"
    earlier in this prospectus);

..   we are not paying policy premiums or waiving monthly charges under the
    terms of a disability waiver rider and you have not received any payment
    under a Living Benefits Rider or the Long-Term Care Services/SM/ Rider;

..   the policy is not in default or in a grace period as of the effective date
    of the paid up death benefit guarantee;

..   the policy account value after the deduction of any proportionate surrender
    charge would not be less than any outstanding policy loan and accrued loan
    interest;

..   the policy is not on loan extension. (For more information about loan
    extension, see "Accessing your money" earlier in this prospectus;

..   the election would not reduce the face amount (see below) below the minimum
    stated in your policy;

..   no current or future distribution from the policy will be required to
    maintain its qualification as life insurance under the Internal Revenue
    Code; and

..   If the paid up death benefit is exercised while any MSO Segment is in
    effect, an Early Distribution Adjustment will apply and any Segment
    Distribution Value will be automatically transferred to the Unloaned GIO
    and the AXA Strategic Allocation investment options as specified by you.

..   You agree to re-allocate your fund values to the guaranteed interest option
    and the AXA Strategic Allocation investment options. We reserve the right
    to change the investment options available to you under the paid up death
    benefit guarantee. (See "Restrictions on allocations and transfers," below).

The effective date of the paid up death benefit guarantee will be the beginning
of the policy month that next follows the date we approve your request. On the
effective date of this guarantee, all additional benefit riders and
endorsements will automatically terminate including the MSO, Cash Value Plus
Rider and the living benefits rider providing benefits for terminal illness.
The policy's net cash surrender value after the paid up death benefit guarantee
is in effect will equal the policy account value, less any applicable surrender
charges and any outstanding policy loan and accrued loan interest. The policy
death benefit will be Option A. We will continue to deduct policy charges from
your policy account value. As explained below, electing the paid up death
benefit guarantee may reduce your policy's face amount, which in turn may
result in the deduction of a surrender charge. You can request a personalized
illustration that will show you how your policy face amount could be reduced
and values could be affected by electing the paid up death benefit guarantee.

If you elect the paid up death benefit guarantee, the Long-Term Care
Services/SM/ Rider will automatically terminate subject to any Nonforfeiture
Benefit, if elected.

Our paid up death benefit guarantee is not available if you received monthly
benefit payments under the Long-Term Care Services/SM/ Rider before
continuation of coverage under any Nonforfeiture Benefit. Please see Appendix
IV later in this prospectus for rider variations.

POSSIBLE REDUCTION OF FACE AMOUNT. The face amount of your policy after this
guarantee is elected is the lesser of (a) the face

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              MORE INFORMATION ABOUT POLICY FEATURES AND BENEFITS






amount immediately before the election or (b) the policy account value on the
effective date of the election divided by a factor based on the then age of the
insured person. The factors are set forth in your policy. As a general matter,
the factors change as the insured person ages so that, if your policy account
value stayed the same, the result of the calculation under clause (b) above
would be lower the longer your policy is in force. We will decline your
election if the new face amount would be less than the minimum stated in your
policy.

If electing the paid up death benefit guarantee causes a reduction in face
amount, we will deduct the same portion of any remaining surrender charge as we
would have deducted if you had requested that decrease directly (rather than
electing the paid up death benefit guarantee). (See "Risk/benefit summary:
Charges and expenses you will pay" earlier in this prospectus.) In certain
cases, a reduction in face amount may cause a policy to become a modified
endowment contract. See "Tax treatment of distributions to you (loans, partial
withdrawals and full surrender)" under "Tax Information."

RESTRICTIONS ON ALLOCATIONS AND TRANSFERS. While the paid up death benefit
guarantee is in effect, you will be restricted as to the investment options
available to you under the policy and the amounts that can be allocated to the
guaranteed interest option. You will be able to allocate up to 25% of your
unloaned policy account value to the guaranteed interest option. Currently, the
remainder of your unloaned policy account value must be allocated among the AXA
Strategic Allocation investment options. (See "About the Portfolios of the
Trusts" for the listing of AXA Strategic Allocation investment options.) When
you elect the paid up death benefit guarantee, we require that you provide us
with new allocation instructions. In the absence of these instructions, we will
be unable to process your request.

Also, transfers from one or more of our AXA Strategic Allocation investment
options into the guaranteed interest option will not be permitted if such
transfer would cause the value of your guaranteed interest option to exceed 25%
of your total unloaned policy account value. Loan repayments allocated to your
guaranteed interest option will be limited to an amount that would not cause
the value in your guaranteed interest option to exceed 25% of your total
unloaned policy account value. If the value in your guaranteed interest option
already exceeds 25% of your total unloaned policy account value (including the
repayment), no portion of the repayment will be allocated to the guaranteed
interest option. Any portion of the loan repayment that is not allocated to the
guaranteed interest option will be allocated in proportion to the loan
repayment amounts for the variable investment options you have specified. If we
do not have instructions, we will use the allocation percentages for the
variable investment options you specified when you elected the paid up death
benefit guarantee or the most recent instructions we have on record. These
restrictions would be lifted if the paid up death benefit guarantee is
terminated.

If the policy guaranteed interest option limitation is in effect at the time
you elect the paid up death benefit guarantee, it will no longer apply while
the paid up death benefit guarantee remains in effect. The limitation amounts
applicable under the paid up death benefit guarantee may permit you to allocate
different amounts into the guaranteed interest option. Please see "Appendix IV:
Policy variations" later in this prospectus for more information.

OTHER EFFECTS OF THIS GUARANTEE. After you have elected the paid up death
benefit guarantee, you may request a policy loan, make a loan repayment or
transfer policy account value among the guaranteed interest option and variable
investment options, subject to our rules then in effect. The following
transactions, however, are not permitted when this guarantee is in effect:

..   premium payments

..   partial withdrawals

..   changes to the policy's face amount or death benefit option

..   any change that would cause the policy to lose its current or future
    qualification as life insurance under the Internal Revenue Code or require
    a current or future distribution from the policy to avoid such
    disqualification. (See "Tax treatment of distributions to you" under "Tax
    information" earlier in this prospectus.)

TERMINATION OF THIS GUARANTEE. You may terminate the paid up death benefit
guarantee by written request to our Administrative Office. If terminated, the
policy face amount will not change. However, premiums may be required to keep
the policy from lapsing. If the guarantee terminates due to an outstanding loan
and accrued loan interest exceeding the policy account value, a payment will be
required to keep the policy and the guarantee in force pursuant to the policy's
grace period provision. If the guarantee terminates for any reason, it cannot
be restored at a later date.

OTHER BENEFITS YOU CAN ADD BY RIDER

When you purchase this policy, you could be eligible for the following other
optional benefits we currently make available by rider:

..   Enhanced No Lapse Guarantee Rider -- Described below.

..   Long-Term Care Services/SM/ Rider -- Described below.

..   Cash Value Plus Rider -- Described below.

..   Charitable Legacy Rider -- Described below.

..   Disability Deduction Waiver Rider -- This rider waives the monthly charges
    from the policy account value if the insured is totally disabled, as
    defined in the rider, for at least six consecutive months and the
    disability began prior to the policy anniversary nearest the insured's 60th
    birthday. If total disability begins on or after this date, the monthly
    charges are waived to the earlier of the policy anniversary nearest the
    insured's age 65 or termination of disability. Issue ages are 0-59.
    However, coverage is not provided until the insured's fifth birthday. The
    maximum amount of coverage is $3,000,000 for all AXA Equitable and
    affiliates' policies in-force and applied for.

..   Disability Premium Waiver Rider -- This rider pays the specified premium or
    waives the monthly charges from the policy account value, if that amount is
    greater, if the insured is totally disabled, as defined in the rider, for
    at least six consecutive months and the disability began prior to the
    policy anniversary nearest the insured's 60th birthday. If total disability
    begins on or after this date, the specified premium is paid (or the monthly
    charges, if greater, are waived) to the earlier of the policy anniversary
    nearest the insured's age 65 or termination of disability. Issue ages are
    0-59. However, coverage is not provided until the insured's fifth birthday.
    The maximum amount of coverage is $3,000,000 for all AXA Equitable and
    affiliates' policies in-force and applied for.

..   Children's Term Insurance Rider -- This rider provides term insurance on
    the lives of the insured's children, stepchildren and legally adopted
    children who are between the ages of 15 days to 18

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              MORE INFORMATION ABOUT POLICY FEATURES AND BENEFITS






   years. The insured under the base policy must be between the ages of 17 and
   55. The maximum amount of coverage is $25,000 for all AXA Equitable and
   affiliates' policies in-force and applied for.

..   Option To Purchase Additional Insurance Rider -- This rider allows you to
    purchase a new policy for the amount of the option, on specific dates,
    without evidence of insurability. The minimum option amount is $25,000 and
    the maximum amount is $100,000. Issue ages are 0-37. The maximum amount of
    coverage is $100,000 for all AXA Equitable and affiliates' policies inforce
    and applied for.

We add the following benefits automatically at no charge to each eligible
policy:

..   Substitution Of Insured Person Rider (Available for policies with a minimum
    face amount of $100,000 unless it is issued as a result of an Option To
    Purchase Additional Insurance election or a conversion from a term life
    policy, see "You can change your policy's insured person" under "More
    information about procedures that apply to your policy.")

..   Living Benefits Rider (See "Your option to receive a terminal illness
    living benefit under the Living Benefits Rider" under "Accessing your
    money.")

..   Paid Up Death Benefit Guarantee Endorsement (See "Paid up death benefit
    guarantee" under "More information about policy features and benefits.")

..   Loan Extension Endorsement (See "Loan extension (for guideline premium test
    policies only)" under "Accessing your money.")

AXA Equitable or your financial professional can provide you with more
information about these riders. Some of these benefits may be selected only at
the time your policy is issued. Some benefits are not available in combination
with others or may not be available in your state. The riders provide
additional terms, conditions and limitations, and we will furnish samples of
them to you on request. We can add, delete, or modify the riders we are making
available, at any time before they become effective as part of your policy.

See also "Tax information" earlier in this prospectus for certain possible tax
consequences and limitations of deleting riders or changing the death benefits
under a rider.

ENHANCED NO LAPSE GUARANTEE RIDER. An optional rider may be elected at issue
subject to our underwriting requirements that provides for a longer no lapse
guarantee period than the one in your base policy. The minimum guarantee period
is 15 years from the register date, and the maximum period is 30 years from
register date if the insured is less than 56 years old or to the insured's
attained age 85 for issue ages 56-70. Issue ages are 0-70. If you elect this
rider at issue, and while the rider is in effect, the investment options
available to you will be restricted to the AXA Strategic Allocation investment
options. You must provide proper allocation instructions at the time you apply
for this policy in order to have your policy issued with this rider. The policy
guaranteed interest option will not apply while the extended no lapse guarantee
rider remains in effect. The limitation amounts applicable under the extended
no lapse guarantee rider may permit you to allocate different amounts into the
guaranteed interest option. Please see "Appendix IV: Policy variations" later
in this prospectus for more information.

This rider, while in force, will prevent your policy from lapsing provided that
all of the following conditions apply:

..   The rider has not terminated;

..   The guarantee premium test for no lapse guarantees has been satisfied (see
    "Guarantee premium test for the no lapse guarantees" under "More
    information about policy features and benefits"); and

..   Any policy loan and accrued loan interest does not exceed the policy
    account value.

..   RIDER TERMINATION. The Enhanced No Lapse Guarantee Rider will terminate on
    the earliest of the following:

   -- the date your policy ends without value at the end of a grace period;

   -- the date you surrender your policy;

   -- the expiration date of the enhanced no lapse guarantee period shown in
      your policy;

   -- the effective date of the election of the paid up death benefit guarantee;

   -- the date that a new insured person is substituted for the original
      insured person;

   -- the effective date of a requested increase in face amount during the
      extended no lapse guarantee period and after attained age 70 of the
      insured;

   -- the date the policy goes on loan extension; or

   -- the beginning of the policy month that coincides with or next follows the
      date we receive your written request to terminate the rider.

This rider cannot be restored once it has been terminated.

The Market Stabilizer Option(R) is not available if you elect the Enhanced No
Lapse Guarantee Rider.

CASH VALUE PLUS RIDER (RIDER FORM NO. R11-10 OR STATE VARIATION)

In states where approved, an optional rider may be elected at issue that
reduces the surrender charge if the policy is surrendered for its Net Cash
Surrender Value in the first eight policy years. In order to elect the rider,
the policy must have a minimum face amount of $250,000 per life when one or two
policies are purchased on the lives of members of an insured group and $100,000
per life when policies are purchased on the lives of three or more members. We
deduct $0.04 per $1,000 of the initial base policy face amount from your policy
account value each month, while the rider is in effect.

The rider works by refunding all or a portion of the premium charge and waiving
all or a portion of the surrender charge, if the policy is surrendered in full
in its early years. The percentage of charges refunded or waived under the
rider are as follows:



-----------------------------------------------------------
SURRENDER IN POLICY PERCENT OF PREMIUM PERCENT OF SURRENDER
       YEAR          CHARGE REFUNDED*     CHARGES WAIVED
-----------------------------------------------------------
                                 
         1                 100%        100%
-----------------------------------------------------------
         2                 80%         100%
-----------------------------------------------------------
         3                 33%         100%
-----------------------------------------------------------
         4                  0%         100%
-----------------------------------------------------------
         5                  0%         80%
-----------------------------------------------------------
         6                  0%         65%
-----------------------------------------------------------
         7                  0%         45%
-----------------------------------------------------------
         8                  0%         25%
-----------------------------------------------------------
    9 and later             0%          0%
-----------------------------------------------------------

*  The mortality and expense risk charge and other monthly charges are not
   refunded.

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The net cash surrender value paid, including the reduction of the surrender
charges and refund of a percentage of cumulative premium charges, if a policy
is surrendered in full while this rider is in force, will not exceed the
greater of:

1. a cumulative-based premium cap equal to the sum of premiums paid to the date
   of the surrender minus any partial withdrawals, outstanding loan and accrued
   loan interest; and

2. the net cash surrender value on the date of surrender calculated prior to
   any reduction or refund.

Thus, the cumulative-based premium cap may effectively limit the percentage of
surrender charges waived and/or the percentage of premium charge refunded if a
policy is surrendered in full while this rider is in force.

The reduction of the surrender charges does not apply if the policy is being
exchanged or replaced during the first eight policy years with another life
insurance policy or annuity contract on the insured person including (but not
limited to) a 1035 exchange, nor does it apply to a proportionate surrender
charge resulting from a face amount decrease. There is no refund of the premium
charge if during the first three policy years the policy terminates after a
grace period, is being exchanged or replaced with another life insurance policy
or annuity contract on the insured person including (but not limited to) a 1035
exchange, nor does it apply to a face amount decrease.

Amounts available under the policy for loans and partial withdrawals continue
to be calculated as if this rider was not part of the policy.

The premium load refund that would be applicable upon a complete surrender of
the policy may increase the death benefit that is calculated when the claim is
paid in the first 3 policy years in order for the policy to satisfy the
definition of a "life insurance contract" under Section 7702 of the Code.

.. RESTORATION AFTER LAPSE. If your policy is restored after a lapse, the rider
will also be restored unless you made a written request to terminate the rider.

.. RIDER TERMINATION. The rider will terminate on the earliest of the following
dates: 1) The end of the eighth policy year; 2) The date the policy ends
without value at the end of the Grace Period or otherwise terminates; 3) After
the first policy anniversary, the effective date of a policy owner's written
request to terminate this rider; or 4) The date the policyowner exercises the
Substitution of Insured Option or Paid Up Death Benefit Guarantee.

This rider is not available if you elect the Long-Term Care Services/SM/ Rider.
Please see "Appendices IV and V" later in this prospectus for more information
on rider variations.

LONG-TERM CARE SERVICES/SM/ RIDER (PLEASE SEE APPENDIX IV LATER IN THIS
PROSPECTUS FOR RIDER VARIATIONS). The rider provides for the acceleration of
all or part of the policy death benefit as a payment each month as a result of
the insured person being a chronically ill individual who is receiving
qualified long-term care services in accordance with a plan of care./(1)/
Benefits accelerated under this rider will be treated as a lien against the
policy death benefit unless benefits are being paid under the optional
Nonforfeiture Benefit. While this rider is in force and before any continuation
of coverage under the optional Nonforfeiture Benefit, if elected, policy face
amount increases and death benefit option changes from Option A to Option B are
not permitted.
-------------
(1)For a more complete description of the terms used in this section and
   conditions of this rider, please consult your rider policy form.

An individual qualifies as "chronically ill" if he has been certified by a
licensed health care practitioner as being unable to perform (without
substantial assistance from another person) at least two activities of daily
living for a period of at least 90 days due to a loss of functional capacity;
or requiring substantial supervision to protect such individual from threats to
health and safety due to cognitive impairment.

Benefits are payable once we receive: 1) a written certification from a U.S.
licensed health care practitioner that the insured person is a chronically ill
individual and is receiving qualified long-term care services in accordance
with a plan of care; 2) proof that the "elimination period," as discussed
below, has been satisfied; and 3) written notice of claim and proof of loss in
a form satisfactory to us. In order to continue monthly benefit payments, we
require recertification by a U.S. licensed health care practitioner every
twelve months from the date of the initial or subsequent certification that the
insured person is still a chronically ill individual receiving qualified
long-term care services in accordance with a plan of care. Otherwise, unless
earlier terminated due to a change in status of the insured or payout of the
maximum total benefit amount, benefit payments will terminate at the end of the
twelve month period. We also, at our own expense, may have the insured person
examined as often as we may reasonably require during a period of coverage.
This rider may not cover all of the costs associated with long-term care
services during the insured person's period of coverage.

The monthly rate charged for this rider varies based on the insured person's
sex, issue age, class of risk and tobacco user status, as well as the benefit
percentage selected and whether you selected the rider with or without the
optional Nonforfeiture Benefit. See "Risk/benefit summary: Charges and expenses
you will pay" earlier in this prospectus for more information on the charges we
deduct for this rider.

If the net policy value is insufficient to cover the total monthly deductions
for the base policy and any riders while benefits under this rider are being
paid, we will not lapse the policy. While monthly benefits under the Long-Term
Care Services/SM/ Rider are being paid, we will waive the monthly charge for
the Long-Term Care Services/SM/ Rider.

We will pay up to the maximum total benefit for qualified long-term care
services for the insured person for the duration of a period of coverage.
During any period of coverage, the maximum total benefit is determined as of
the first day of that period of coverage.

For policies with death benefit Option A, the maximum total benefit is equal to
the current long-term care specified amount. For policies with death benefit
Option A, the initial long term care specified amount is equal to the face
amount of the base policy at issue multiplied by the acceleration percentage.
You can select an acceleration percentage between 20% and 100%, subject to the
minimum initial long-term care specified amount of $100,000.

For policies with death benefit Option B, the maximum total benefit is equal to
the current long-term care specified amount, plus the policy account value. For
policies with death benefit Option B, the initial long term care specified
amount is equal to the face amount of the base policy multiplied by 100%. You
do not select an acceleration percentage.

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During any period of coverage (see below), the maximum Total Benefit is
determined as of the first day of that period of coverage.

The initial long-term care specified amount may change due to subsequent policy
transactions and will be reduced at the end of a period of coverage to reflect
benefits paid during that period of coverage. Any request for a decrease in the
policy face amount may reduce the current long-term care specified amount to an
amount equal to the lesser of: (a) the new policy face amount multiplied by the
acceleration percentage selected, or (b) the long-term care specified amount
immediately prior to the face amount decrease. If you selected death benefit
Option A, any partial withdrawal will reduce the current long-term care
specified amount by the amount of the withdrawal, but not to less than the
policy account value minus the amount of the withdrawal. If you selected death
benefit Option B, the current long-term care specified amount will not be
reduced.

The maximum monthly benefit is the maximum amount we or an affiliated company
will pay in a month for qualified long-term care services for the insured
person. Affiliates include AXA Equitable Life and Annuity Company, MONY Life
Insurance Company of America, and U.S. Financial Life Insurance Company. The
maximum monthly benefit payment amount that you can purchase from the issuer
and its affiliates is limited to $50,000 per month, per insured person. At
issue, the maximum monthly benefit is equal to the long-term care specified
amount multiplied by the benefit percentage selected. After that, the maximum
monthly benefit is equal to the maximum total benefit as of the first day of
the first period of coverage, or on the date coverage under the Nonforfeiture
Benefit begins, if earlier, multiplied by the benefit percentage selected.

Each month, the monthly benefit payment (a portion of which will be applied to
repay any outstanding policy loan) for qualified long-term care services for
the insured person is the lesser of:

1. the maximum monthly benefit (or lesser amount as requested, however, this
   may not be less than $500); or

2. the monthly equivalent of 200% of the per day limit allowed by the Health
   Insurance Portability and Accountability Act or "HIPAA." (We reserve the
   right to increase this percentage.) To find out the current per day limit
   allowed by HIPAA, go to www.irs.gov. We may also include this information in
   your policy's annual report.

We will pay a proportionate amount of the monthly benefit payment for services
rendered for less than a full month.

When benefits are paid under this rider, we establish an accumulated benefit
lien. This accumulated benefit lien amount will equal the cumulative amount of
rider benefits paid (including any loan repayments) during a period of
coverage. We deduct the accumulated benefit lien amount from the base policy
death benefit if the insured person dies before the end of a period of
coverage. We also reduce the cash surrender value, as described below.

.. ELIMINATION PERIOD. The Long-Term Care Services/SM/ Rider has an elimination
period that is the required period of time while the rider is in force that
must elapse before any benefit is available to the insured person under this
rider. The elimination period is 90 days, beginning on the first day of any
qualified long-term care services that are provided to the insured person.
Generally, benefits under this rider will not be paid until the elimination
period is satisfied, and benefits will not be retroactively paid for the
elimination period. The elimination period can be satisfied by any combination
of days of a long-term care facility stay or days of home health care. The days
do not have to be continuous, but the elimination period must be satisfied
within a consecutive period of 24 months starting with the month in which such
services are first provided. If the elimination period is not satisfied within
this time period, you must submit a new claim for benefits under this rider.
This means that a new elimination period of 90 days must be satisfied within a
new 24 month period. The elimination period must be satisfied only once while
this rider is in effect.

.. PERIOD OF COVERAGE. The period of coverage is the period of time during which
the insured person receives services that are covered under the Long-Term Care
Services/SM/ Rider and for which benefits are payable. This begins on the first
day covered services are received after the end of the elimination period. A
period of coverage will end on the earliest of the following dates:

1. the date we receive the notice of release which must be sent to us when the
   insured person is no longer receiving qualified long-term care services;

2. the date we discover the insured person is no longer receiving Qualified
   Long-Term Care Services in accordance with the Plan of Care written for that
   Period of Coverage;

3. the date you request that we terminate benefit payments under this rider;

4. the date the accumulated benefit lien amount equals the maximum total
   benefit (or if your coverage is continued as a Nonforfeiture benefit, the
   date the maximum total Nonforfeiture Benefit has been paid out);

5. the date you surrender the policy (except to the extent of any Nonforfeiture
   Benefit you may have under the rider);

6. the date we make a payment under the living benefits rider (for terminal
   illness) if it occurs before coverage is continued as a Nonforfeiture
   Benefit; or

7. the date of death of the insured person.

During a period of coverage before coverage is continued as a Nonforfeiture
Benefit:

1. Partial withdrawals, face amount decreases and premium payments are not
   permitted.

2. The policy death benefit will not be less than the maximum total benefit.

3. Each monthly benefit payment will increase the accumulated benefit lien
   amount by the amount of the payment--including any loan repayment. The
   accumulated benefit lien amount will be deducted from the policy death
   benefit in determining the insurance benefit we pay.

4. For the purposes of determining the cash surrender value of this policy, the
   policy face amount and the unloaned policy account value will be reduced by
   a percentage. For policies with death benefit Option A, the percentage will
   be equal to the accumulated

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   benefit lien amount divided by the policy face amount. For policies with
   death benefit Option B, the percentage will be equal to the accumulated
   benefit lien amount divided by the policy face amount plus the unloaned
   policy account value. For all policies, the percentage will not be more than
   100% and the unloaned policy account value will not be reduced by more than
   the accumulated benefit lien amount. Any applicable surrender charge will be
   reduced on a pro rata basis for the reduction in the policy face amount.

5. If there is an outstanding policy loan (and accrued loan interest) at the
   time we make a benefit payment, an amount equal to a percentage of the loan
   and accrued loan interest will be deducted from the monthly benefit payment
   and used as a loan repayment and will reduce the amount otherwise payable to
   you. This percentage will equal the monthly benefit payment divided by the
   portion of the maximum total benefit that we have not accelerated to date.

6. The loan extension and paid up death benefit guarantee endorsements will no
   longer be applicable at any time once benefits are paid under this rider .

7. Transfers of any unloaned policy account value allocated to the guaranteed
   interest option or to the variable investment options are permitted. We do,
   however, reserve the right to restrict the variable investment options
   available to you during a period of coverage. If we exercise this right, we
   will notify you of such restrictions in advance.

After a period of coverage ends before coverage is continued as a Nonforfeiture
Benefit:

1. The base policy face amount and the unloaned policy account value will each
   be reduced by a percentage. For policies with death benefit Option A, the
   percentage will be equal to the accumulated benefit lien amount divided by
   the base policy face amount. For policies with death benefit Option B, the
   percentage will be equal to the accumulated benefit lien amount divided by
   the base policy face amount plus the unloaned policy account value. For all
   policies, the percentage will not be more than 100% and the unloaned policy
   account value will not be reduced by more than the accumulated benefit lien
   amount.

2. Any applicable surrender charges will be reduced on a pro rata basis for the
   reduction in the policy face amount.

3. The long-term care specified amount will be reduced by a percentage equal to
   the accumulated benefit lien amount, divided by the maximum total benefit.
   If after this calculation, the long-term care specified amount would be
   greater than the base policy face amount, the long-term care specified
   amount will be further reduced to the base policy face amount.

4. For any subsequent period of coverage, the maximum monthly benefit will be
   equal to the maximum monthly benefit during the initial period of coverage.

5. The premium fund values that are used by us to determine whether a guarantee
   against policy lapse or a guarantee of death benefit protection is in effect
   will also be reduced pro rata to the reduction in the base policy face
   amount.

6. Any remaining balance for an outstanding loan and accrued loan interest will
   not be reduced.

7. The accumulated benefit lien amount is reset to zero.

If any MSO Segments are in effect, they will be terminated with corresponding
early distribution adjustments, and the MSO Segment values will be reallocated
to the variable investment options and your GIO based on your premium
allocations then in effect.

The reduction in your policy account value will reduce your unloaned value in
the guaranteed interest option and your values in the variable investment
options in accordance with your monthly deduction allocation percentages then
in effect. If we cannot make the reduction in this way, we will make the
reduction based on the proportion that your unloaned values in the guaranteed
interest option and your values in the variable investment options bear to the
total unloaned value in your policy account.

After the period of coverage has ended, we will provide you with notice of the
adjusted values.

If the entire maximum total benefit has been paid out, the period of coverage
will end, policy values will be adjusted as described above, and this rider
will terminate. If the net policy account value is insufficient to cover the
monthly deductions, the policy will terminate subject to the grace period
provision.

..   RIDER TERMINATION. This rider will terminate, and no further benefits will
    be payable (except, where applicable, as may be provided under the
    "Extension of Benefits" and the "Nonforfeiture Benefit" provisions of this
    rider), on the earliest of the following:

1. at any time after the first policy year, on the next monthly anniversary on
   or following the date we receive your written request to terminate this
   rider;

2. upon termination or surrender of the policy;

3. the date of the insured person's death;

4. the date when the accumulated benefit lien amount equals the maximum total
   benefit amount;

5. the effective date of the election of the paid up death benefit guarantee;

6. the date you request payment under a living benefits rider due to terminal
   illness of the insured person (whether or not monthly benefit payments are
   being made as of such date) if it occurs before coverage is continued as a
   Nonforfeiture Benefit;

7. the date the policy goes on loan extension if it occurs before coverage is
   continued as a Nonforfeiture Benefit; or

8. on the date that a new insured person is substituted for the original
   insured person under the terms of any substitution of insured rider if it
   occurs before coverage is continued as a Nonforfeiture Benefit.

If this rider does not terminate, it will remain in force as long as the policy
remains in force. This rider may be restored after termination if certain
qualifications for restoration of rider benefits are met.

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..   EXTENSION OF BENEFITS. If your policy lapses, terminating this rider, while
    the insured person is confined in a long-term care facility but before any
    rider benefits have been paid for a current period of coverage, benefits
    for that confinement may be payable provided that the confinement began
    while this rider was in force and the confinement continues without
    interruption after rider termination. Benefits may continue until the
    earliest of the following dates: (a) the date the insured person is
    discharged from such confinement (in this case, the maximum total benefit
    will be reduced by rider benefits that have been paid out); (b) the date
    the maximum total benefit has been paid; or (c) the date of death of the
    insured person. If benefits are payable under this provision, there will be
    no death benefit payable to the beneficiary or beneficiaries named in the
    base policy.

NONFORFEITURE BENEFIT


For a higher monthly charge, you can elect the Long-Term Care Services/SM/
Rider with the Nonforfeiture Benefit. The Nonforfeiture Benefit may continue
coverage under the rider in a reduced benefit amount in situations where
(a) the Long-Term Care Services/SM/ Rider would otherwise terminate; (b) you
have not already received benefits (including any loan repayments) that equal
or exceed the total charges deducted for the rider; and (c) your policy and
Long-Term Care Services/SM/ Rider were in force for at least three policy years.


While the Nonforfeiture Benefit is in effect, all of the provisions of the
Long-Term Care Services/SM/ Rider remain applicable to you. The maximum total
Nonforfeiture Benefit will be the greater of:

   (a)One month's maximum monthly benefit and

   (b)The sum of all charges deducted for the Long-Term Care Services/SM/ Rider
      (with the Nonforfeiture Benefit). This amount excludes any charges that
      may have previously been waived while rider benefits were being paid.

The maximum total Nonforfeiture Benefit will be reduced (but not below zero) by
all monthly benefit payments paid under the rider, including any loan
repayments and any payments made under the "Extension of Benefits" and
"Nonforfeiture Benefit" provisions. Also, the maximum total Nonforfeiture
Benefit will not exceed the maximum total benefit under the rider as of the
date coverage under the Nonforfeiture Benefit begins.

Coverage under the Nonforfeiture Benefit begins on the date the Long-Term Care
Services/SM/ Rider would otherwise terminate for one of the following reasons
(unless benefits are being continued under the "Extension of Benefits"
provision of the rider):

(1)We receive your written request to terminate the Long-Term Care Services/SM/
   Rider;

(2)You surrender your policy;

(3)Your policy terminates without value at the end of a grace period; or

(4)You elect a Paid Up death benefit guarantee.

If benefits are being continued under the "Extension of Benefits" provision of
the rider and the maximum total benefit has not been paid out, coverage under
the Nonforfeiture Benefit begins on the date the insured is discharged from a
long-term care facility.

Once in effect, the Nonforfeiture benefit will continue long-term care coverage
under a paid-up status until the earliest of (a) the death of the insured, and
(b) the date the maximum total Nonforfeiture Benefit has been paid out and
reduced to zero during a period of coverage. If coverage is continued under the
Nonforfeiture benefit, you will receive additional information regarding the
benefit, including the maximum total Nonforfeiture Benefit amount.

For tax information concerning the Long-Term Care Services/SM/ Rider, see "Tax
information" earlier in this prospectus.

CHARITABLE LEGACY RIDER. An optional rider may be elected at issue that
provides an additional death benefit of 1% of the base policy face amount to
the qualified charitable organization(s) chosen by the policy owner at no
additional cost. This rider is only available at issue and an accredited
charitable beneficiary must be named at that time. The rider is available for
base policy face amounts of $1 million and above, where the minimum benefit
would be $10,000 and the maximum benefit would be $100,000 (i.e. for face
amounts of $10 million and above).

If the base policy face amount is reduced after issue for any reason, the
benefit will be payable on the face amount at the time of the insured's death,
provided the face amount is at least $1 million. If the face amount has been
decreased below $1 million at the time of death, then no benefit is payable.

The designated beneficiary of this rider must be an accredited 501(c)
organization under IRS Code 170. See www.IRS.gov for valid organizations.

..   RIDER TERMINATION. The charitable legacy rider will terminate and no
    further benefits will be paid on the earliest of the following:

   -- the termination of the policy;

   -- the surrender of the policy;

   -- the date we receive the policy owner's written request to terminate the
      rider;

   -- the date of the insured's death; or

   -- the date the policy is placed on loan extension.

If the base policy lapses and is subsequently restored, the rider will be
reinstated. The rider will not be terminated if the policy owner executes the
Substitution Of Insured Person Rider or elects the paid up death benefit
guarantee.

CUSTOMER LOYALTY CREDIT

We provide a customer loyalty credit for policies that have been in force for
more than 8 years. This is added to your policy account value each month. The
dollar amount of the credit is a percentage of the total amount you then have
in your policy account, but excluding any value we are holding as collateral
for any policy loans.

The credit begins in the policy's 9th year. The percentage credit is currently
at an annual rate as described in the charts below depending upon the issue age
of the insured, the death benefit option you elected at issue, the policy
duration and the level at which the policy is funded. If at the end of the
first 7 policy years, the cumulative amount of premiums that you have paid to
date (less any partial withdrawals) then: (i) if you elected at issue the death
benefit Option A and is less than 16 "target premiums" for issue ages 18 - 58
or less than 12 "target premiums" for issue ages 0 - 17 and issue ages 59 and
above, OR (ii) if you elected at issue the death benefit Option B and is less
than 13 "target premiums" for issue ages 18 - 58 or

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less than 11 "target premiums" for issue ages 0 - 17 and issue ages 59 and
above the percentage credit will be as follows:



--------------------------------------------------------------------------
ISSUE                              CREDIT                           CREDIT
AGE      DURATION                  AMOUNT DURATION                  AMOUNT
--------------------------------------------------------------------------
                                                        
 0 - 29  Policy yrs 9 - 35         0.25%  Policy yrs 36+            0.40%
--------------------------------------------------------------------------
30 - 39  Policy yrs 9 - 25         0.20%  Policy yrs 26+            0.35%
--------------------------------------------------------------------------
40 - 49  Policy yrs 9 - 20         0.15%  Policy yrs 21+            0.30%
--------------------------------------------------------------------------
50 - 59  Policy yrs 9 - 15         0.15%  Policy yrs 16+            0.20%
--------------------------------------------------------------------------
 60 +    Policy yrs 9+             0.15%
--------------------------------------------------------------------------


Otherwise, the percentage credit will be as follows:



--------------------------------------------------------------------------
ISSUE                              CREDIT                           CREDIT
AGE      DURATION                  AMOUNT DURATION                  AMOUNT
--------------------------------------------------------------------------
                                                        
 0 - 29  Policy yrs 9 - 27         0.25%  Policy yrs 28+            0.55%
--------------------------------------------------------------------------
30 - 39  Policy yrs 9 - 18         0.25%  Policy yrs 19+            0.55%
--------------------------------------------------------------------------
40 - 49  Policy yrs 9 - 14         0.30%  Policy yrs 15+            0.55%
--------------------------------------------------------------------------
50 - 59  Policy yrs 9 - 10         0.30%  Policy yrs 11+            0.55%
--------------------------------------------------------------------------
 60 +    Policy yrs 9+             0.30%
--------------------------------------------------------------------------


The "target premium" is actuarially determined for each policy, based on that
policy's characteristics, as well as the death benefit option at issue and the
policy's face amount. The illustrations of Policy Benefits that your financial
professional will provide will contain more information regarding the amount of
premiums that must be paid in order for the higher percentage credit to be
applicable to your policy.

This credit is not guaranteed. Because Incentive Life Optimizer(R) II is being
first offered in 2010, no customer loyalty credit has yet been made to an
Incentive Life Optimizer(R) II policy.

VARIATIONS AMONG INCENTIVE LIFE OPTIMIZER(R) II POLICIES

Time periods and other terms and conditions described in this prospectus may
vary due to legal requirements in your state. These variations will be
reflected in your policy.

AXA Equitable also may vary or waive the charges (including surrender charges)
and other terms of Incentive Life Optimizer(R) II where special circumstances
(including certain policy exchanges) result in sales or administrative expenses
or mortality risks that are different from those normally associated with
Incentive Life Optimizer(R) II. We will make such variations only in accordance
with uniform rules that we establish.

AXA Equitable or your financial professional can advise you about any
variations that may apply to your policy or see Appendices IV and V later in
this prospectus for more information.

YOUR OPTIONS FOR RECEIVING POLICY PROCEEDS

BENEFICIARY OF DEATH BENEFIT. You designate your policy's beneficiary in your
policy application. You can change the beneficiary at any other time during the
insured person's life. If no beneficiary is living when the insured person
dies, we will pay the death benefit proceeds in equal shares to the insured
person's surviving children. If there are no surviving children, we will
instead pay the insured person's estate.

PAYMENT OF DEATH BENEFIT. We will pay any death benefit in a single sum. If the
beneficiary is a natural person (i.e., not an entity such as a corporation or a
trust) and so elects, death benefit proceeds can be paid through the "AXA
Equitable Access Account", which is a draft account that works in certain
respects like an interest-bearing checking account. In that case, we will send
the beneficiary a draftbook, and the beneficiary will have immediate access to
the proceeds by writing a draft for all or part of the amount of the death
benefit proceeds. AXA Equitable will retain the funds until a draft is
presented for payment. Interest on the AXA Equitable Access Account is earned
from the date we establish the account until the account is closed by your
beneficiary or by us if the account balance falls below the minimum balance
requirement, which is currently $1,000. The AXA Equitable Access Account is
part of AXA Equitable's general account and is subject to the claims of our
creditors. We will receive any investment earnings during the period such
amounts remain in the general account. The AXA Equitable Access Account is not
a bank account or a checking account and it is not insured by the FDIC. Funds
held by insurance companies in the general account are guaranteed by the
respective state guaranty association.


A beneficiary residing outside the U.S., however, cannot elect the AXA
Equitable Access Account. If the beneficiary is a trust that has two or fewer
trustees, death benefit proceeds can be paid through the AXA Equitable Access
Account.


If a financial professional has assisted the beneficiary in preparing the
documents that are required for payment of the death benefit, we will send the
AXA Equitable Access Account checkbook or check to the financial professional
within the periods specified for death benefit payments under "When we pay
policy proceeds," later in this prospectus. Our financial professionals will
take reasonable steps to arrange for prompt delivery to the beneficiary.

YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS


You may cancel your policy by returning the policy along with a properly signed
and completed written request for cancellation to our Administrative Office or,
in some states, to the agent who sold it to you or any agent of AXA Equitable,
by the 10th day after you receive it (or such longer period as required under
state law). Your coverage will terminate as of the business day we receive your
request at our Administrative Office (or, in some states, as of the business
day the agent receives your request).


In most states, we will refund the policy account value calculated as of the
business day we receive your request for cancellation at our Administrative
Office (or, in some states, as of the business day the agent receives your
request), plus any charges that were deducted from premiums that were paid and
from the policy account value, less any outstanding loan and accrued loan
interest. In other states, we will refund the premiums that were paid, less any
outstanding loan and accrued loan interest. Your policy will set forth the
specific terms of your "Right to Examine" the policy.

Please also see "Your right to cancel within a certain number of days" under
"About the Market Stabilizer Option(R)" earlier in this prospectus on how
amounts you allocated to the MSO are returned to you.

In addition to the cancellation right described above, you have the right to
surrender your policy, rather than cancel it. Please see "Surrendering your
policy for its net cash surrender value," earlier in this prospectus.
Surrendering your policy may yield results different than canceling your
policy, including a greater potential for taxable income. In some cases, your
cash value upon surrender may be greater than your contributions to the policy.
Please see "Tax information," earlier in this prospectus for possible
consequences of cancelling your policy.

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11. More information about certain policy charges

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

DEDUCTING POLICY CHARGES

PURPOSES OF POLICY CHARGES. The charges under the policies are designed to
cover, in the aggregate, our direct and indirect costs of selling,
administering and providing benefits under the policies. They are also
designed, in the aggregate, to compensate us for the risks of loss we assume
pursuant to the policies. If, as we expect, the charges that we collect from
the policies exceed our total costs in connection with the policies, we will
earn a profit. Otherwise, we will incur a loss. In addition to the charges
described below, there are also charges at the Portfolio level, which are
described in the prospectuses of the Portfolios in which the funds invest. For
additional information on all policy charges, see "Risk/benefit summary:
Charges and expenses you will pay."

TRANSACTION CHARGES

On the first day of each policy month, charges for cost of insurance and
certain other charges are deducted from your policy account value as specified
below (see "Periodic charges" below). In addition, charges may be deducted for
transactions such as premium payments, policy surrenders, requested decreases
in face amount, or transfers among investment options.

.. PREMIUM CHARGE. We deduct an amount not to exceed 6% from each premium
payment you send us. Currently, we reduce this charge to 4% after an amount
equal to two "target premiums" has been paid. The "target premium" is
actuarially determined for each policy, based on that policy's specified
characteristics death benefit option, as well as the policy's face amount,
among other factors. In addition, if your policy includes the Cash Value Plus
Rider, a portion of the deductions from premiums will be refunded upon
surrender within the first three policy years, subject to a cumulative
premium-based cap on the rider benefits (see "Cash Value Plus Rider" in "More
information about policy features and benefits" earlier in this prospectus). A
similar charge applies to premiums attributed to requested face amount
increases that are above your highest previous face amount. The premium charge
is designed in part to defray sales and tax expenses we incur that are based on
premium payments.

.. SURRENDER CHARGES. If you give up this policy for its net cash surrender
value before the end of the tenth policy year, or within the first ten years
after a face amount increase over the previous highest base policy face amount,
we will subtract a surrender charge from your policy account value. The
surrender charge in the first policy month of each policy year is shown in your
policy. The initial surrender charge will be between $8.71 and $45.91 per
$1,000 of initial base policy face amount, or base policy face amount increase.
The surrender charge declines uniformly in equal monthly amounts within each
policy year until it reaches zero in the twelfth month of policy year ten. The
initial amount of surrender charge depends on each policy's specific
characteristics. In addition, if your policy includes the Cash Value Plus
Rider, the surrender charges are reduced, subject to a cumulative premium-based
cap on the rider benefits (see "Cash Value Plus Rider" in "More information
about policy features and benefits" earlier in this prospectus). Changes in the
base policy face amount resulting from a change in death benefit option will
not be considered in computing the previous highest face amount.

The surrender charge attributable to each increase in your policy's face amount
is in addition to any remaining surrender charge attributable to the policy's
initial face amount.

The surrender charges are contingent deferred sales charges. They are
contingent because you only pay them if you surrender your policy for its net
cash surrender value (or request a reduction in its face amount, as described
below). They are deferred because we do not deduct them from your premiums.
Because the surrender charges are contingent and deferred, the amount we
collect in a policy year is not related to actual expenses for that year.

The surrender charges assessed in connection with giving up this policy or with
reductions in policy face amount are intended, in part, to compensate us for
the fact that it takes us time to make a profit on your policy, and if you give
up or reduce the face amount of your policy in its early years, we do not have
the time to recoup our costs.

.. REQUEST A DECREASE IN YOUR POLICY'S FACE AMOUNT. If there is a requested base
policy face amount reduction within the first ten policy years or within ten
years following a face amount increase, or the paid-up death benefit guarantee
is elected for a reduced amount during a surrender charge period, a
proportionate surrender charge will be deducted from your policy account value.

Assuming you have not previously changed the base policy face amount, a
proportionate surrender charge will be determined by dividing the amount of the
reduction in base policy face amount by the initial base policy face amount of
insurance, and then multiplying that fraction by the surrender charge
immediately before the reduction. The proportionate surrender charge will not
exceed the unloaned policy account value at the time of the reduction. If a
proportionate surrender charge is made, the remaining surrender charge will be
reduced proportionately. We will not deduct a proportionate surrender charge if
the reduction resulted from a change in death benefit option or a partial
withdrawal.

If there have been prior increases in face amount, the decrease will be deemed
to cancel, first, each increase in reverse chronological order (beginning with
the most recent) and then the initial face amount. We will deduct from your
policy account value any surrender charge that is associated with any portion
of the face amount that is thus deemed to be canceled.

.. TRANSFERS AMONG INVESTMENT OPTIONS. Although we do not currently charge for
transfers among investment options, we reserve the right to make a transfer
charge up to $25 for each transfer of amounts among your investment options.
The transfer charge, if any, is deducted from the amounts transferred from your
policy's value in the variable investment options and in our guaranteed
interest option based on the proportion that the amount transferred from each
variable investment option and from our guaranteed interest option bears to the
total amount being transferred. Any such charge

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would be, in part, to compensate us for our expenses in administering
transfers. The charge will never apply to a transfer of all of your variable
investment option amounts to our guaranteed interest option, or to any transfer
pursuant to our automated transfer service or asset rebalancing service. Nor
will this charge apply to any transfers to or from the "MSO" or any transfers
to or from any Holding Account that we make available in connection with the
MSO. Please see "About the Market Stabilizer Option(R)" earlier in this
prospectus for information about the MSO and the related "Holding Account."

SPECIAL SERVICES CHARGES

We deduct a charge for providing the special services described below. These
charges compensate us for the expense of processing each special service.
Please note that we may discontinue some or all of these services without
notice.

.. WIRE TRANSFER CHARGE. We charge $90 for outgoing wire transfers. Unless you
specify otherwise, this charge will be deducted from the amount you request.

.. EXPRESS MAIL CHARGE. We charge $35 for sending you a check by express mail
delivery. This charge will be deducted from the amount you request.

.. POLICY ILLUSTRATION CHARGE. Currently, you are entitled to one free
illustration each policy year. For each additional illustration, we charge $25.
The charge for this service can be paid (i) using a credit card acceptable to
AXA Equitable, (ii) by sending a check to our Administrative Office, or (iii)
by any other means we make available to you.

.. DUPLICATE POLICY CHARGE. We charge $35 for providing a copy of your policy.
The charge for this service can be paid (i) using a credit card acceptable to
AXA Equitable, (ii) by sending a check to our Administrative Office, or (iii)
by any other means we make available to you.

.. POLICY HISTORY CHARGE. We charge a maximum of $50 for providing you a history
of policy transactions. If you request a policy history of less than 5 years
from the date of your request, there is no charge. If you request a policy
history of more than 5 years but less than 10 years from the date of your
request, the current charge is $25. For policy histories of 10 years or more,
the charge is $50. For all policy histories, we reserve the right to charge a
maximum of $50. The charge for this service can be paid (i) using a credit card
acceptable to AXA Equitable, (ii) by sending a check to our Administrative
Office, or (iii) by any other means we make available to you.

.. CHARGE FOR RETURNED PAYMENTS. For each payment you make in connection with
your policy that is returned for insufficient funds, we will charge a maximum
of $25.

PERIODIC CHARGES

On the first day of each month of the policy, charges for cost of insurance and
certain other charges are deducted from your policy account value as specified
below.

.. ADMINISTRATIVE CHARGE. In the first policy year, we deduct $15 from your
policy account value at the beginning of each policy month. Currently, in all
subsequent policy years we deduct $10 at the beginning of each policy month,
but not beyond the policy anniversary when the insured person is attained age
100. We reserve the right to increase or decrease this amount in the future,
although it will never exceed $10 and will never be deducted beyond the policy
anniversary when the insured person is attained age 121. In addition we
currently deduct between $0.09 and $0.34 per $1,000 of your initial base policy
face amount and any face amount increase above the previous highest face amount
at the beginning of each policy month in the first ten policy years and for ten
years following a face amount increase. We reserve the right to continue this
charge beyond the ten year period previously described, but it will never be
deducted beyond the policy anniversary when the insured person is attained age
121. The administrative charge is intended, in part, to compensate us for the
costs involved in administering the policy.

.. COST OF INSURANCE CHARGE. The cost of insurance rates vary depending on a
number of factors, including, but not limited to, the individual
characteristics of the insured, the face amount and the policy year. The
monthly cost of insurance charge is determined by multiplying the cost of
insurance rate that is then applicable to your policy by the amount we have at
risk under your policy divided by $1,000. Our amount at risk (also described in
your policy as "net amount at risk") on any date is the difference between
(a) the death benefit that would be payable if the insured person died on that
date and (b) the then total account value under the policy. A greater amount at
risk, or a higher cost of insurance rate, will result in a higher monthly
charge. The cost of insurance rates are intended, in part, to compensate us for
the cost of providing insurance to you under your policy.

Generally, the cost of insurance rate increases from one policy year to the
next. This happens automatically because of the insured person's increasing age.

On a guaranteed basis, we may deduct between $0.02 and $83.34 per $1,000 of the
amount for which we are at risk under your policy from your policy account
value each month (but not beyond the policy anniversary date when the insured
person is attained age 121). As the amount for which we are at risk at any time
is the death benefit (calculated as of that time) minus your policy account
value at that time, changes in your policy account value resulting from the
performance of your investment options can affect your amount at risk, and as a
result, your cost of insurance. In addition, our current non-guaranteed cost of
insurance rates are zero for policy years in which the insured person's
attained age is 100 or older. Our cost of insurance rates are guaranteed not to
exceed the maximum rates specified in your policy. For most insured persons at
most ages, our current (non-guaranteed) rates are lower than the maximum rates.
However, we have the ability to raise these rates up to the guaranteed maximum
at any time, subject to any necessary regulatory approvals.

The guaranteed maximum cost of insurance rates for gender neutral Incentive
Life Optimizer(R) II policies for insureds who are age 18 or above are based on
the 2001 Commissioner's Standard Ordinary 80% Male, 20% Female, Smoker or
Nonsmoker Ultimate Age Nearest Birthday Mortality Table. The guaranteed maximum
cost of insurance rates for gender neutral Incentive Life Optimizer(R) II
policies for insureds who are under age 18 are based on the 2001 Commissioner's
Standard Ordinary 80% Male, 20% Female Composite Ultimate Age Nearest Birthday
Mortality Tables. For all other policies, for insureds who are age 18 or above,
the guaranteed maximum cost of

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insurance rates are based on the 2001 Commissioner's Standard Ordinary Male or
Female, Smoker or Nonsmoker Ultimate Age Nearest Birthday Mortality Tables. For
insureds who are under age 18, the guaranteed maximum cost of insurance rates
are based on the 2001 Commissioner's Standard Ordinary Male or Female Composite
Ultimate Age Nearest Birthday Mortality Tables.

Our cost of insurance rates will generally be lower (except for gender-neutral
policies and in connection with certain employee benefit plans) if the insured
person is a female than if a male. They also will generally be lower for
non-tobacco users than tobacco users and lower for persons that have other
highly favorable health characteristics, as compared to those that do not. On
the other hand, insured persons who present particular health, occupational or
avocational risks may be charged higher cost of insurance rates and other
additional charges as specified in their policies. In addition, the current
(non-guaranteed) rates also vary depending on the duration of the policy (i.e.,
the length of time since the policy was issued).

For policies issued at ages 0-17, an insured person's cost of insurance rate is
not based on that person's status as a tobacco user or non-tobacco user.
Effective with the policy anniversary when that insured person reaches attained
age 18, non-tobacco user cost of insurance rates will be charged for that
person. That insured person may also be eligible for a more favorable rating,
subject to our underwriting rules.

We offer lower rates for non-tobacco users only if they are at least age 18.
You may generally ask us to review the tobacco habits of an insured person
issue age 18 or over in order to change the charge from tobacco user rates to
non-tobacco user rates. The change, if approved, may result in lower future
cost of insurance rates beginning on the effective date of the change to
non-tobacco user rates.

The change will be based upon our general underwriting rules in effect at the
time of application, and may include criteria other than tobacco use status as
well as a definition of tobacco use different from that applicable at the time
this policy was issued.

Similarly, after the first policy year, you may request us to review the
insured person's rating to see if they qualify for a reduction in future cost
of insurance rates. Any such change will be based upon our general underwriting
rules in effect at the time of application, and may include various criteria.

For information concerning possible limitations on any changes, please see
"Other information" in "Tax information" earlier in this prospectus.

The change in rates, if approved, will take effect at the beginning of the
policy month that coincides with or next follows the date we approve your
request. This change may have adverse tax consequences.

For policies with a minimum stated face amount of $25,000 which are issued as a
result of an Option to Purchase Additional Insurance election or a conversion
from a term life policy or rider, our cost of insurance rates also depend on
how large the face amount is at the time we deduct the charge. Generally, under
these circumstances, the current (non-guaranteed) cost of insurance rates are
lower for face amounts of $100,000 and higher. For this purpose, however, we
will take into account all face amount decreases, whatever their cause.
Therefore, a decrease in face amount may cause your cost of insurance rates to
go up.

.. MORTALITY AND EXPENSE RISK CHARGE. We will collect a monthly charge for
mortality and expense risk. We are committed to fulfilling our obligations
under the policy and providing service to you over the lifetime of your policy.
Despite the uncertainty of future events, we guarantee that monthly
administrative and cost of insurance deductions from your policy account value
will never be greater than the maximum amounts shown in your policy. In making
this guarantee, we assume the mortality risk that insured persons (as a group)
will live for shorter periods than we estimated. When this happens, we have to
pay a greater amount of death benefit than we expected to pay in relation to
the cost of insurance charges we received. We also assume the expense risks
that the cost of issuing and administering policies will be greater than we
expected. This charge is designed, in part, to compensate us for taking these
risks.

We deduct a monthly charge at an annual rate of 0.85% of the value in your
policy's variable investment options and MSO Segments during the first 8 policy
years, with no charge in policy year 9 and thereafter. We reserve the right to
increase or decrease this charge in the future, although it will never exceed
1.00% during policy years 1 - 10, and 0.50% during policy years 11 and later.
This charge will be calculated at the beginning of each policy month as a
percentage of the amount of the policy account that is then allocated to the
variable investment options and MSO Segments.

.. LOAN INTEREST SPREAD. We charge interest on policy loans but credit you with
interest on the amount of the policy account we hold as collateral for the
loan. The loan interest spread is the excess of the interest rate we charge
over the interest rate we credit. The loan interest spread will not exceed 1%.
However, for amounts of policy loans allocated to MSO Segments, the loan
interest spread may be as high as 5% (2% for New York and Oregon policies). We
deduct this charge on each policy anniversary date, or on loan termination, if
earlier. For more information on how this charge is deducted, see "Borrowing
from your policy" under "Accessing your money" earlier in this prospectus. As
with any loan, the interest we charge on the loans is intended, in part, to
compensate us for the time value of the money we are lending and the risk that
you will not repay the loan.

OPTIONAL RIDER CHARGES

If you elect the following riders, the charge for each rider is deducted from
your policy account value on the first day of each policy month that the rider
is in effect. The rider charges are designed to offset the cost of providing
the benefit under the rider. The costs of each of the riders below are
designed, in part, to compensate us for the additional insurance risk we take
on in providing each of these riders and the administrative costs involved in
administering them:

.. CHILDREN'S TERM INSURANCE. If you choose this rider, we deduct $0.50 per
$1,000 of rider benefit amount from your policy account value each month until
the insured under the base policy reaches age 65, while the rider is in effect.
The charge for this rider does not vary depending upon the specifics of your
policy. However, we will continue to charge you for the rider, even after all
of your children, stepchildren and legally adopted children have reached age 25
(when a child's coverage under the rider terminates), unless you notify us in
writing that you wish to cancel this rider.

.. DISABILITY DEDUCTION WAIVER. If you choose this rider, we deduct an amount
from your policy account value each month until

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the insured under the base policy reaches age 65, while the rider is in effect.
This amount is between 7% and 132% of all the other monthly charges (including
charges for other riders elected) deducted from your policy account value on a
guaranteed basis. The current monthly charges for this rider may be lower than
the maximum monthly charges.

.. DISABILITY PREMIUM WAIVER. If you choose this rider, we deduct an amount from
your policy account value each month until the insured under the policy reaches
age 65 and while the rider is in effect. This amount is between $0.01 and $0.60
per $1,000 of initial base policy face amount on a guaranteed basis. We will
establish a similar charge for requested base policy face amount increases. If
you also select certain of the other optional riders available under your
policy, we will deduct additional amounts from your policy account value per
$1,000 of rider benefit amount each month while both the other rider and this
rider are in effect. These amounts are in addition to the charges for the
riders themselves. The current monthly charges for this rider may be lower than
the maximum monthly charges.

.. LONG-TERM CARE SERVICES/SM/ RIDER. If you choose this rider without the
Nonforfeiture Benefit, on a guaranteed basis, we may deduct between $0.22 and
$2.67 per $1,000 of the amount for which we are at risk under the rider from
your policy account value each month. If you choose this rider with the
Nonforfeiture Benefit, on a guaranteed basis, we may deduct between $0.25 and
$2.94 per $1,000 of the amount for which we are at risk under the rider. We
will deduct this charge until the insured reaches age 121 while the rider is in
effect, but not when rider benefits are being paid. The amount at risk under
the rider depends on the death benefit option selected under the policy. For
policies with death benefit Option A, the amount at risk for the rider is the
lesser of (a) the current policy face amount, minus the policy account value
(but not less than zero); and (b) the current long-term care specified amount.
For policies with death benefit Option B, the amount at risk for the rider is
the current long-term care specified amount. The current monthly charges for
this rider may be lower than the maximum monthly charges.

If you continue coverage under the Nonforfeiture Benefit, the charge for the
rider will no longer apply.

.. OPTION TO PURCHASE ADDITIONAL INSURANCE. If you choose this rider, we deduct
between $0.04 and $0.17 per $1,000 of the Option To Purchase Additional
Insurance from your policy account value each month until the insured under the
base policy reaches age 40 while the rider is in effect.

.. CHARITABLE LEGACY RIDER. There is no additional charge if you choose this
rider.

.. ENHANCED NO LAPSE GUARANTEE RIDER. There is no additional charge if you
choose this rider.

.. CASH VALUE PLUS RIDER. If you choose this rider, we deduct $0.04 per $1,000
of your initial base policy face amount from your policy account value each
month until the earlier of the end of the eighth policy year or termination of
the policy or termination of the rider. The charge for this rider does not vary
depending upon the specifics of your policy. The current monthly charge for
this rider may be lower than the maximum monthly charge of $0.04 per $1,000 of
your initial base policy face amount. You must notify us in writing if you wish
to cancel this rider. Please see "Appendix IV: Policy variations" later in this
prospectus for more information on the charge applicable under the prior
version of this rider.

.. ADDING THE LIVING BENEFITS RIDER. If you elect the Living Benefits Rider
after the policy is issued, we will deduct $100 from your policy account value
at the time of the transaction. This fee is designed, in part, to compensate us
for the administrative costs involved in processing the request.

.. EXERCISE OF OPTION TO RECEIVE A TERMINAL ILLNESS "LIVING BENEFIT." If you
elect to receive a terminal illness "living benefit," we will deduct up to $250
from any living benefit we pay. This fee is designed, in part, to compensate us
for the administrative costs involved in processing the request.

MARKET STABILIZER OPTION(R)

There is a current percentage charge of 1.40% of any policy account value
allocated to each Segment. We reserve the right to increase or decrease the
charge although it will never exceed 2.40%. Of this percentage charge, 0.75%
will be deducted on the Segment Start Date from the amount being transferred
from the MSO Holding Account into the Segment as an up-front charge ("Variable
Index Benefit Charge"), with the remaining 0.65% annual charge (of the current
Segment Account Value) being deducted from the policy account on a monthly
basis during the Segment Term ("Variable Index Segment Account Charge").



--------------------------------------------------------------------------
                                                   CURRENT NON- GUARANTEED
                   MSO CHARGES                      GUARANTEED   MAXIMUM
--------------------------------------------------------------------------
                                                          
Variable Index Benefit Charge                         0.75%       0.75%
--------------------------------------------------------------------------
Variable Index Segment Account Charge                 0.65%       1.65%
--------------------------------------------------------------------------
Total                                                 1.40%       2.40%
--------------------------------------------------------------------------


This fee table applies specifically to the MSO and should be read in
conjunction with the "Tables of the policy charges" under "Risk/ benefit
summary: charges and expenses you will pay" earlier in this prospectus and also
see "Loan interest spread" earlier in this section for information regarding
the "spread" you would pay on any policy loan.

The base policy's mortality and expense risk charge and current non-guaranteed
Customer Loyalty Credit will also be applicable to a Segment Account Value or
any amounts held in the MSO Holding Account. The mortality and expense risk
charge is part of the policy monthly charges. Please see "How we deduct policy
monthly charges during a Segment Term" for more information. The Customer
Loyalty Credit offsets some of the monthly charges.

If a Segment is terminated prior to maturity by policy surrender, or reduced
prior to maturity by monthly deductions (if other funds are insufficient) or by
loans or a Guideline Premium Force-out, we will refund a proportionate amount
of the Variable Index Benefit Charge corresponding to the surrender or
reduction and the time remaining until Segment Maturity. The refund will be
administered as part of the Early Distribution Adjustment process. This refund
will increase your surrender value or remaining Segment Account Value, as
appropriate. Please see Appendix II later in this prospectus for an example and
further information.

Any portion of a loan allocated to an individual Segment will generate a
corresponding Early Distribution Adjustment of the Segment Account Value and be
subject to a higher guaranteed maximum loan spread (2% for policies with a
contract state of New York and Oregon and 5% for other policies).

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CHARGES THAT THE TRUSTS DEDUCT

The Trusts deduct charges for the following types of fees and expenses:

..   Management fees.

..   12b-1 fees.

..   Operating expenses, such as trustees' fees, independent public accounting
    firms' fees, legal counsel fees, administrative service fees, custodian
    fees and liability insurance.

..   Investment-related expenses, such as brokerage commissions.

These charges are reflected in the daily share price of each portfolio. Since
shares of each Trust are purchased at their net asset value, these fees and
expenses are, in effect, passed on to the variable investment options and are
reflected in their unit values. Certain portfolios available under the contract
in turn invest in shares of other portfolios of AXA Premier VIP Trust and EQ
Advisors Trust and/or shares of unaffiliated portfolios (collectively, the
"underlying portfolios"). The underlying portfolios each have their own fees
and expenses, including management fees, operating expenses, and investment
related expenses such as brokerage commissions. For more information about
these charges, please refer to the prospectuses for the Trusts.

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12. More information about procedures that apply to your policy

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

This section provides further detail about certain subjects that are addressed
in the previous pages. The following discussion generally does not repeat the
information already contained in those pages.

DATES AND PRICES AT WHICH POLICY EVENTS OCCUR

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

DATE OF RECEIPT. Where this prospectus refers to the day when we receive a
payment, request, election, notice, transfer or any other transaction request
from you, we usually mean the day on which that item (or the last thing
necessary for us to process that item) arrives in complete and proper form at
our Administrative Office or via the appropriate telephone or fax number if the
item is a type we accept by those means. There are two main exceptions: if the
item arrives (1) on a day that is not a business day or (2) after the close of
a business day, then, in each case, we are deemed to have received that item on
the next business day.

BUSINESS DAY. Our "business day" is generally any day the New York Stock
Exchange ("NYSE") is open for regular trading and generally ends at 4:00 p.m.
Eastern Time (or as of an earlier close of regular trading). A business day
does not include a day on which we are not open due to emergency conditions
determined by the Securities and Exchange Commission. We may also close early
due to such emergency conditions. We compute unit values for our variable
investment options as of the end of each business day.

PAYMENTS YOU MAKE. The following are reflected in your policy as of the date we
receive them in complete and proper form:

..   premium payments received after the policy's investment start date
    (discussed below)

..   loan repayments and interest payments

REQUESTS YOU MAKE. The following transactions occur as of the date we receive
your request in complete and proper form:

..   withdrawals

..   tax withholding elections

..   face amount decreases that result from a withdrawal

..   changes of allocation percentages for premium payments or monthly deductions

..   surrenders

..   changes of owner

..   changes of beneficiary

..   transfers from a variable investment option to the guaranteed interest
    option

..   loans

..   transfers among variable investment options

..   assignments

..   termination of paid up death benefit guarantee

The following transactions occur on your policy's next monthly anniversary that
coincides with or follows the date we approve your request:

..   changes in face amount

..   election of paid up death benefit guarantee

..   changes in death benefit option

..   changes of insured person

..   restoration of terminated policies

..   termination of any additional benefit riders you have elected

AUTOMATIC TRANSFER SERVICE. Transfers pursuant to our automatic transfer
service (dollar-cost averaging) occur as of the first day of each policy month.
If you request the automatic transfer service in your original policy
application, the first transfer will occur as of the first day of the second
policy month after your policy's initial Allocation Date. If you request this
service at any later time, we make the first such transfer as of your policy's
first monthly anniversary that coincides with or follows the date we receive
your request.

ASSET REBALANCING SERVICE. If you request the asset rebalancing service, the
first redistribution will be on the date you specify or the date we receive
your request, if later. However, no rebalancing will occur before your policy's
Allocation Date. Subsequent periodic rebalancings occur quarterly, semiannually
or annually, as you have requested.

DELAY IN CERTAIN CASES. We may delay allocating any payment you make to our
variable investment options, or any transfer, for the same reasons stated in
"Delay of variable investment option proceeds" later in this prospectus. We may
also delay such transactions for any other legally permitted purpose.

PRICES APPLICABLE TO POLICY TRANSACTIONS. If a transaction will increase or
decrease the amount you have in a variable investment option as of a certain
date, we process the transaction using the unit values for that option computed
as of that day's close of business, unless that day is not a business day. In
that case, we use unit values computed as of the next business day's close.

EFFECT OF DEATH OR SURRENDER. You may not make any surrender or partial
withdrawal request after the insured person has died. Also, all insurance
coverage ends on the date as of which we process any request for a surrender.

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POLICY ISSUANCE

REGISTER DATE. When we issue a policy, we assign it a "register date," which
will be shown in the policy. We measure the months, years, and anniversaries of
your policy from your policy's register date.


..   If you submit the full minimum initial premium to your financial
    professional at the time you sign the application and before the policy is
    issued, and we issue the policy as it was applied for (or on a better risk
    class than applied for), then the register date will be the later of
    (a) the date you signed part I, section D of the policy application or
    (b) the date a medical or paramedical professional signed part II of the
    policy application.

..   In general, if we do not receive your full minimum initial premium at our
    Administrative Office before the issue date or, if we issue the policy on a
    different (less favorable) basis than you applied for, the register date
    initially will appear on your policy as the date the policy is issued;
    however, we will move the register date to the date we deliver the policy
    provided we received your full minimum initial premium. If your policy was
    delivered on the 29th, 30th or 31st of the month, we will move the register
    date to the 1st of the following month. In certain circumstances, even if
    we issue your policy on a less favorable basis, the premium amount you paid
    may be sufficient to cover your full minimum initial premium. In this
    event, we will not move the register date to the delivery date. These
    procedures are designed to ensure that premiums and charges will commence
    on the same date as your insurance coverage. We will determine the interest
    rate applicable to the guaranteed interest option based on the register
    date. This rate will be applied to funds allocated to the guaranteed
    interest option as of the date we receive the full minimum initial premium
    at our Administrative Office.

..   For Section 1035 exchanges:

  .   If we issue the policy as it was applied for (or on a better risk class
      than applied for), then the register date will be the later of (a) the
      date you signed part I, section D of the policy application or (b) the
      date a medical professional signed part II of the policy application.

  .   If we do not receive your full minimum initial premium payment at our
      Administrative Office before the issue date or, if we issue the policy on
      a different (less favorable) basis than you applied for, the register
      date will be the date the policy is issued.


We may also permit an earlier than customary register date (a) for
employer-sponsored cases, to accommodate a common register date for all
employees or (b) to provide a younger age at issue. (A younger age at issue
reduces the monthly charges that we deduct under a policy.) The charges and
deductions commence as of the register date, even when we have permitted an
early register date. We may also permit policy owners to delay a register date
(up to three months) in employer-sponsored cases.

INVESTMENT START DATE. This is the business day your investment first begins to
earn a return for you. Generally, this is the later of: (1) the business day we
receive the full minimum initial premium at our Administrative Office; and
(2) the register date of your policy. Before this date, your initial premium
will be held in a non-interest bearing account.

COMMENCEMENT OF INSURANCE COVERAGE. You must give the full minimum initial
premium to your financial professional on or before the day the policy and all
amendments are delivered to you. No insurance under your policy will take
effect unless (1) the insured person is still living at the time such payment
and all delivery requirements are completed and (2) the information in the
application continues to be true and complete, without material change, as of
the date the policy and all amendments are delivered to you and all delivery
requirements have been completed and the full minimum initial premium is paid.
If you submit the full minimum initial premium with your application, we may,
subject to certain conditions, provide a limited amount of temporary insurance
on the proposed insured person. You may request and review a copy of our
temporary insurance agreement for more information about the terms and
conditions of that coverage.

NON-ISSUANCE. If, after considering your application, we decide not to issue a
policy, we will refund any premium you have paid, without interest.

AGE; AGE AT ISSUE. Unless the context in this prospectus requires otherwise, we
consider the insured person's "age" during any policy year to be his or her age
on his or her birthday nearest to the beginning of that policy year. For
example, the insured person's age for the first policy year ("age at issue") is
that person's age on whichever birthday is closer to (i.e., before or after)
the policy's register date.

WAYS TO MAKE PREMIUM AND LOAN PAYMENTS


CHECKS AND MONEY ORDERS. Premiums or loan payments generally must be paid by
check or money order drawn on a U.S. bank in U.S. dollars and made payable to
"AXA Equitable Life Insurance Company."


We prefer that you make each payment to us with a single check drawn on your
business or personal bank account. We also will accept a single money order,
bank draft or cashier's check payable directly to AXA Equitable, although we
must report such "cash equivalent" payments to the Internal Revenue Service
under certain circumstances. Cash and travelers' checks, or any payments in
foreign currency, are not acceptable. We will accept third-party checks payable
to someone other than AXA Equitable and endorsed over to AXA Equitable only
(1) as a direct payment from a qualified retirement plan or (2) if they are
made out to a trustee who owns the policy and endorses the entire check
(without any refund) as a payment to the policy.

ASSIGNING YOUR POLICY

You may assign (transfer) your rights in a policy to someone else as collateral
for a loan, to effect a change of ownership or for some other reason.
Collateral assignments may also sometimes be used in connection with dividing
the benefits of the policy under a split-dollar arrangement, which will also
have its own tax consequences. A copy of the assignment must be forwarded to
our Administrative Office. We are not responsible for any payment we make or
any action we take before we receive notice of the assignment or for the
validity of the assignment. An absolute assignment is a change of ownership.

Certain transfers for value may subject you to income tax and penalties and
cause the death benefit to lose its income-tax free treatment. Further, a gift
of a policy that has a loan outstanding may be treated as part gift and part
transfer for value, which could result in both gift

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tax and income tax consequences. The IRS issued regulations in both 2002 and
2003 concerning split-dollar arrangements, including policies subject to
collateral assignments. The regulations provide both new and interim guidance
as to the taxation of such arrangements. These regulations address taxation
issues in connection with arrangements which are compensatory in nature,
involve a shareholder and corporation, or a donor and donee. See also
discussion under "Split-dollar and other employee benefit programs" and
"Estate, gift, and generation-skipping taxes" in the "Tax information" section
of this prospectus. You should consult your tax advisor prior to making a
transfer or assignment.

YOU CAN CHANGE YOUR POLICY'S INSURED PERSON

Your policy has the Substitution of Insured Person Rider and after the policy's
second year, we will permit you to request that a new insured person replace
the existing one subject to our rules then in effect. This requires that you
provide us with adequate evidence that the proposed new insured person meets
our requirements for insurance. Other requirements are outlined in your policy.

Upon making this change, the monthly insurance charges we deduct will be based
on the new insured person's insurance risk characteristics. In addition, any
no-lapse guarantee and Long-Term Care Services/SM/ Rider will terminate. It may
also affect the face amount that a policy will have if you subsequently elect
the paid up death benefit guarantee. The change of insured person will not,
however, affect the surrender charge computation for the amount of coverage
that is then in force.

Substituting the insured person is a taxable event and may, depending upon
individual circumstances, have other tax consequences as well. For example, the
change could cause the policy to be a "modified endowment contract" or to fail
the Internal Revenue Code's definition of "life insurance," or in some cases
require that we also distribute certain amounts to you from the policy. See
"Tax information" earlier in this prospectus. You should consult your tax
advisor prior to substituting the insured person. As a condition to
substituting the insured person we may require you to sign a form acknowledging
the potential tax consequences. In no event, however, will we permit a change
that we believe causes your policy to fail the definition of life insurance or
causes the policy to lose its ability to be tested under the 2001 CSO tables.
See "Other information" under "Tax information" earlier in this prospectus.
Also, if the paid up death benefit guarantee is in effect or your policy is on
loan extension, you may not request to substitute the insured person.

REQUIREMENTS FOR SURRENDER REQUESTS

Your surrender request must include the policy number, your name, your tax
identification number, the name of the insured person, and the address where
proceeds should be mailed. The request must be signed by you, as the owner, and
by any joint owner, collateral assignee or irrevocable beneficiary. We may also
require you to complete specific tax forms, or provide a representation that
your policy is not being exchanged for another life or annuity contract.



GENDER-NEUTRAL POLICIES

Congress and various states have from time to time considered legislation that
would require insurance rates to be the same for males and females. In
addition, employers and employee organizations should consider, in consultation
with counsel, the impact of Title VII of the Civil Rights Act of 1964 on the
purchase of Incentive Life Optimizer(R) II in connection with an
employment-related insurance or benefit plan. In a 1983 decision, the United
States Supreme Court held that, under Title VII, optional annuity benefits
under a deferred compensation plan could not vary on the basis of sex.

There will be no distinctions based on sex in the cost of insurance rates for
Incentive Life Optimizer(R) II policies sold in Montana. We will also make such
gender-neutral policies available on request in connection with certain
employee benefit plans. Cost of insurance rates applicable to a gender-neutral
policy will not be greater than the comparable male rates under a gender
specific Incentive Life Optimizer(R) II policy.

FUTURE POLICY EXCHANGES

We may at some future time, under certain circumstances and subject to
applicable law, allow the current owner of this policy to exchange it for a
universal life policy we are then offering. The exchange may or may not be
advantageous to you, based on all of the circumstances, including a comparison
of contractual terms and conditions and charges and deductions. We will provide
additional information upon request at such time as exchanges may be permitted.

BROKER TRANSACTION AUTHORITY

After your policy has been issued, we may accept transfer requests and changes
to your premium allocation instructions or fund transfers by telephone, mail,
facsimile or electronically, and requests for automatic transfer service, asset
rebalancing service and changes to the minimum growth cap rate for MSO in
writing, by mail or facsimile, from your financial professional, provided that
we have your prior written authorization to do so on file. Accordingly, AXA
Equitable will rely on the stated identity of the person placing instructions
as authorized to do so on your behalf. AXA Equitable will not be liable for any
claim, loss, liability or expenses that may arise out of such instructions. AXA
Equitable will continue to rely on this authorization until it receives your
written notification at its processing office that you have withdrawn this
authorization. AXA Equitable may change or terminate telephone or electronic or
overnight mail transfer procedures at any time without prior notice and
restrict facsimile, internet, telephone and other electronic transfer services
because of disruptive transfer activity. AXA Equitable may terminate any such
authorization at any time without prior notice.

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13. More information about other matters

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ABOUT OUR GENERAL ACCOUNT

This policy is offered to customers through various financial institutions,
brokerage firms and their affiliate insurance agencies. No financial
institution, brokerage firm or insurance agency has any liability with respect
to a policy's account value or any guaranteed benefits with which the policy
was issued. AXA Equitable is solely responsible to the policy owner for the
policy's account value and such guaranteed benefits. The general obligations
and any guaranteed benefits under the policy are supported by AXA Equitable's
general account and are subject to AXA Equitable's claims paying ability. An
owner should look to the financial strength of AXA Equitable for its claims
paying ability. Assets in the general account are not segregated for the
exclusive benefit of any particular policy or obligation. General account
assets are also available to the insurer's general creditors and the conduct of
its routine business activities, such as the payment of salaries, rent and
other ordinary business expenses. For more information about AXA Equitable's
financial strength, you may review its financial statements and/or check its
current rating with one or more of the independent sources that rate insurance
companies for their financial strength and stability. Such ratings are subject
to change and have no bearing on the performance of the variable investment
options. You may also speak with your financial representative.

The general account is subject to regulation and supervision by the New York
State Department of Financial Services and to the insurance laws and
regulations of all jurisdictions where we are authorized to do business.
Interests under the policies in the general account have not been registered
and are not required to be registered under the Securities Act of 1933 because
of exemptions and exclusionary provisions that apply. The general account is
not required to register as an investment company under the Investment Company
Act of 1940 and it is not registered as an investment company under the
Investment Company Act of 1940. The policy is a "covered security" under the
federal securities laws.

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

TRANSFERS OF YOUR POLICY ACCOUNT VALUE

TRANSFERS NOT IMPLEMENTED. If a request cannot be fully administered, only the
part that is in good order will be processed. Any part of the request that
cannot be processed will be denied and an explanation will be provided to you.
This could occur, for example, where the request does not comply with our
transfer limitations, or where you request transfer of an amount greater than
that currently allocated to an investment option.

Similarly, the automatic transfer service will terminate immediately if:
(1) your amount in the EQ/Money Market option is insufficient to cover the
automatic transfer amount; (2) your policy is in a grace period; (3) we receive
notice of the insured person's death; or (4) you have either elected the paid
up death benefit guarantee or your policy is placed on loan extension.
Similarly, the asset rebalancing program will terminate if either (2), (3) or
(4) occurs.

DISRUPTIVE TRANSFER ACTIVITY. You should note that the policy is not designed
for professional "market timing" organizations, or other organizations or
individuals engaging in a market timing strategy. The policy is not designed to
accommodate programmed transfers, frequent transfers or transfers that are
large in relation to the total assets of the underlying portfolio.

Frequent transfers, including market timing and other program trading or
short-term trading strategies, may be disruptive to the underlying portfolios
in which the variable investment options invest. Disruptive transfer activity
may adversely affect performance and the interests of long-term investors by
requiring a portfolio to maintain larger amounts of cash or to liquidate
portfolio holdings at a disadvantageous time or price. For example, when market
timing occurs, a portfolio may have to sell its holdings to have the cash
necessary to redeem the market timer's investment. This can happen when it is
not advantageous to sell any securities, so the portfolio's performance may be
hurt. When large dollar amounts are involved, market timing can also make it
difficult to use long-term investment strategies because a portfolio cannot
predict how much cash it will have to invest. In addition, disruptive transfers
or purchases and redemptions of portfolio investments may impede efficient
portfolio management and impose increased transaction costs, such as brokerage
costs, by requiring the portfolio manager to effect more frequent purchases and
sales of portfolio securities. Similarly, a portfolio may bear increased
administrative costs as a result of the asset level and investment volatility
that accompanies patterns of excessive or short-term trading. Portfolios that
invest a significant portion of their assets in foreign securities or the
securities of small- and mid-capitalization companies tend to be subject to the
risks associated with market timing and short-term trading strategies to a
greater extent than portfolios that do not. Securities trading in overseas
markets present time zone arbitrage opportunities when events affecting
portfolio securities values occur after the close of the overseas market but
prior to the close of the U.S. markets. Securities of small- and
mid-capitalization companies present arbitrage opportunities because the market
for such securities may be less liquid than the market for securities of larger
companies, which could result in pricing inefficiencies. Please see the
prospectuses for the underlying portfolios for more information on how
portfolio shares are priced.

We currently use the procedures described below to discourage disruptive
transfer activity. You should understand, however, that these procedures are
subject to the following limitations: (1) they primarily rely on the policies
and procedures implemented by the underlying portfolios; (2) they do not
eliminate the possibility that disruptive transfer activity, including market
timing, will occur or that portfolio

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performance will be affected by such activity; and (3) the design of market
timing procedures involves inherently subjective judgments, which we seek to
make in a fair and reasonable manner consistent with the interests of all
policy owners.

We offer investment options with underlying portfolios that are part of AXA
Premier VIP Trust and EQ Advisors Trust (together, the "affiliated trusts"), as
well as investment options with underlying portfolios of outside trusts with
which AXA Equitable has entered participation agreements (the "unaffiliated
trusts" and, collectively with the affiliated trusts, the "trusts"). The
affiliated trusts have adopted policies and procedures regarding disruptive
transfer activity. They discourage frequent purchases and redemptions of
portfolio shares and will not make special arrangements to accommodate such
transactions. They aggregate inflows and outflows for each portfolio on a daily
basis. On any day when a portfolio's net inflows or outflows exceed an
established monitoring threshold, the affiliated trust obtains from us policy
owner trading activity. The affiliated trusts currently consider transfers into
and out of (or vice versa) the same variable investment option within a five
business day period as potentially disruptive transfer activity.

When a policy is identified in connection with potentially disruptive transfer
activity for the first time, a letter is sent to the policy owner explaining
that AXA Equitable has a policy against disruptive transfer activity and that
if such activity continues, certain transfer privileges may be eliminated. If
and when the policy owner is identified a second time as engaged in potentially
disruptive transfer activity under the policy, we currently prohibit the use of
voice, fax and automated transaction services. We currently apply such action
for the remaining life of each affected policy. We or a trust may change the
definition of potentially disruptive transfer activity, the monitoring
procedures and thresholds, any notification procedures, and the procedures to
restrict this activity. Any new or revised policies and procedures will apply
to all policy owners uniformly. We do not permit exceptions to our policies
restricting disruptive transfer activity.

Each unaffiliated trust may have its own policies and procedures regarding
disruptive transfer activity. If an unaffiliated trust advises us that there
may be disruptive activity from one of our policy owners, we will work with the
unaffiliated trust to review policy owner trading activity. Each trust reserves
the right to reject a transfer that it believes, in its sole discretion, is
disruptive (or potentially disruptive) to the management of one of its
portfolios. Please see the prospectuses for the trusts for more information.

It is possible that a trust may impose a redemption fee designed to discourage
frequent or disruptive trading by policy owners. As of the date of this
prospectus, the trusts had not implemented such a fee. If a redemption fee is
implemented by a trust, that fee, like any other trust fee, will be borne by
the policy owner.

Policy owners should note that it is not always possible for us and the
underlying trusts to identify and prevent disruptive transfer activity. In
addition, because we do not monitor for all frequent trading at the separate
account level, policy owners may engage in frequent trading which may not be
detected, for example, due to low net inflows or outflows on the particular
day(s). Therefore, no assurance can be given that we or the trusts will
successfully impose restrictions on all potentially disruptive transfers.
Because there is no guarantee that disruptive trading will be stopped, some
policy owners may be treated differently than others, resulting in the risk
that some policy owners may be able to engage in frequent transfer activity
while others will bear the effect of that frequent transfer activity. The
potential effects of frequent transfer activity are discussed above.

TELEPHONE AND INTERNET REQUESTS

If you are a properly authorized person, you may make transfers between
investment options over the Internet as described earlier in this prospectus in
"How to make transfers" under "Transferring your money among our investment
options."

Also, you may make the following additional types of requests by calling the
number under "By Phone:" in "How to reach us" from a touch-tone phone, if the
policy is individually owned and you are the owner, or through axa.com or
us.axa.com for those outside the U.S. if you are the individual owner:

..   changes of premium allocation percentages

..   changes of address

..   request forms and statements

..   to request a policy loan (loan requests cannot be made online by corporate
    policy owners)

..   enroll for electronic delivery and view statements/documents online

..   to pay your premium or make a loan repayment

..   change of beneficiary(ies)


For security purposes, all telephone requests are automatically tape-recorded
and are invalid if the information given is incomplete or any portion of the
request is inaudible. We have established procedures reasonably designed to
confirm that telephone instructions are genuine.


If you wish to enroll through axa.com or us.axa.com for those outside the U.S.
or use ACH payments via AXA Equitable's Interactive Telephone Service, you must
first agree to the terms and conditions set forth in our axa.com or us.axa.com
for those outside the U.S. Online Services Agreement or our AXA Equitable's
Interactive Telephone Service Terms and Conditions, which you can find at our
website or request via the automated telephone system, respectively. We will
send you a confirmation letter by first class mail. Additionally, you will be
required to use a password and protect it from unauthorized use. We will
provide subsequent written confirmation of any transactions. We will assume
that all instructions received through axa.com or us.axa.com for those outside
the U.S., or AXA Equitable's Interactive Telephone Service from anyone using
your password are given by you; however, we reserve the right to refuse to
process any transaction and/or block access to axa.com or us.axa.com for those
outside the U.S., or AXA Equitable's Interactive Telephone Service if we have
reason to believe the instructions given are unauthorized.

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

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We reserve the right to refuse to process any telephone or Internet
transactions if we have reason to believe that the request compromises the
general security and/or integrity of our automated systems (see discussion of
"Disruptive transfer activity" above).

Any telephone, Internet or fax transaction request that is not completed by the
close of a business day (which is usually 4:00 p.m. Eastern Time) will be
processed as of the next business day. During times of extreme market activity,
or for other reasons, you may be unable to contact us to make a telephone or
Internet request. If this occurs, you should submit a written transaction
request to our Administrative Office. We reserve the right to discontinue
telephone or Internet transactions, or modify the procedures and conditions for
such transactions, without notifying you, at any time.

CYBERSECURITY


We rely heavily on interconnected computer systems and digital data to conduct
our variable life insurance product business. Because our variable life
insurance product business is highly dependent upon the effective operation of
our computer systems and those of our business partners, our business is
vulnerable to disruptions from utility outages, and susceptible to operational
and information security risks resulting from information systems failure
(e.g., hardware and software malfunctions), and cyber-attacks. These risks
include, among other things, the theft, misuse, corruption and destruction of
data maintained online or digitally, interference with or denial of service,
attacks on websites and other operational disruption and unauthorized release
of confidential customer information. Such systems failures and cyber-attacks
affecting us, any third party administrator, the underlying funds,
intermediaries and other affiliated or third-party service providers may
adversely affect us and your policy account value. For instance, systems
failures and cyber-attacks may interfere with our processing of policy
transactions, including the processing of orders from our website or with the
underlying funds, impact our ability to calculate your policy account value,
cause the release and possible destruction of confidential customer or business
information, impede order processing, subject us and/or our service providers
and intermediaries to regulatory fines and financial losses and/or cause
reputational damage. Cybersecurity risks may also impact the issuers of
securities in which the underlying funds invest, which may cause the funds
underlying your policy to lose policy account value. There can be no assurance
that we or the underlying funds or our service providers will avoid losses
affecting your policy due to cyber-attacks or information security breaches in
the future.


SUICIDE AND CERTAIN MISSTATEMENTS

If an insured person commits suicide within certain time periods, the amount of
death benefit we pay will be limited as described in the policy. Also, if an
application misstated the age or gender of an insured person, we will adjust
the amount of any death benefit (and certain rider benefits), as described in
the policy (or rider).

WHEN WE PAY POLICY PROCEEDS

GENERAL. We will generally pay any death benefit, surrender, withdrawal, or
loan within seven days after we receive the request and any other required
items.

CLEARANCE OF CHECKS. We reserve the right to defer payment of that portion of
your policy account value that is attributable to a premium payment or loan
repayment made by check for a reasonable period of time (not to exceed 15 days)
to allow the check to clear the banking system.

DELAY OF GUARANTEED INTEREST OPTION PROCEEDS. We also have the right to defer
payment or transfers of amounts out of our guaranteed interest option for up to
six months. If we delay more than 30 days in paying you such amounts, we will
pay interest of at least 3% per year from the date we receive your request.

DELAY OF VARIABLE INVESTMENT OPTION PROCEEDS. We reserve the right to defer
payment of any death benefit, transfer, loan or other distribution that is
derived from a variable investment option if (a) the New York Stock Exchange is
closed (other than customary weekend and holiday closings) or trading on that
exchange is restricted; (b) the SEC has declared that an emergency exists, as a
result of which disposal of securities is not reasonably practicable or it is
not reasonably practicable to fairly determine the policy account value; or
(c) the law permits the delay for the protection of owners. If we need to defer
calculation of values for any of the foregoing reasons, all delayed
transactions will be processed at the next available unit values.

DELAY TO CHALLENGE COVERAGE. We may challenge the validity of your insurance
policy or any rider based on any material misstatements in an application you
have made to us. We cannot make such challenges, however, beyond certain time
limits set forth in the policy or rider. If the insured person dies within one
of these limits, we may delay payment of any proceeds until we decide whether
to challenge the policy.

CHANGES WE CAN MAKE

In addition to any of the other changes described in this prospectus, we have
the right to modify how we or Separate Account FP operate. For example, we have
the right to:

..   combine two or more variable investment options or withdraw assets relating
    to Incentive Life Optimizer(R) II from one investment option and put them
    into another;

..   end the registration of, or re-register, Separate Account FP under the
    Investment Company Act of 1940;

..   operate Separate Account FP under the direction of a "committee" or
    discharge such a committee at any time;

..   restrict or eliminate any voting rights or privileges of policy owners (or
    other persons) that affect Separate Account FP;

..   operate Separate Account FP, or one or more of the variable investment
    options, in any other form the law allows. This includes any form that
    allows us to make direct investments, in which case we may charge Separate
    Account FP an advisory fee. We may make any legal investments we wish for
    Separate Account FP. In addition, we may disapprove any change in
    investment advisers or in investment policy unless a law or regulation
    provides differently.

If we take any action that results in a material change in the underlying
investments of a variable investment option, we will notify you

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to the extent required by law. We may, for example, cause the variable
investment option to invest in a mutual fund other than, or in addition to, the
Trusts. If you then wish to transfer the amount you have in that option to
another investment option, you may do so.

We may make any changes in the policy or its riders, require additional premium
payments, or make distributions from the policy to the extent we deem necessary
to ensure that your policy qualifies or continues to qualify as life insurance
for tax purposes. Any such change will apply uniformly to all policies that are
affected. We will give you written notice of such changes. Subject to all
applicable legal requirements, we also may make other changes in the policies
that do not reduce any net cash surrender value, death benefit, policy account
value, or other accrued rights or benefits.

Whether to make any of the above discussed changes is generally within our
discretion, although some such changes might require us to obtain regulatory or
policy owner approval. Whether regulatory or policy owner approval is required
would depend on the nature of the change and, in many cases, the manner in
which the change is implemented. You should not assume, therefore, that you
necessarily will have an opportunity to approve or disapprove any such changes.
We will, of course, comply with applicable legal requirements, including notice
to or approval by policy owners where required in particular cases.

It is not possible to foresee all of the circumstances under which we may find
it necessary or appropriate to exercise our right to make changes. Such
circumstances could, however, include changes in law, or interpretations
thereof; changes in financial or investment market conditions; changes in
accepted methods of conducting operations in the relevant market; or a desire
to achieve material operating economies or efficiencies.

REPORTS WE WILL SEND YOU

Shortly after the end of each year of your policy, we will send you a report
that includes information about your policy's current death benefit, policy
account value, cash surrender value (i.e., policy account value minus any
current surrender charge), policy loans, policy transactions and amounts of
charges deducted. We will send you individual notices to confirm your premium
payments, loan repayments, transfers and certain other policy transactions.
Please promptly review all statements and confirmations and notify us
immediately at 1-800-777-6510 (for U.S. residents) or 1-704-341-7000 (outside
of the U.S.) if there are any errors.

DISTRIBUTION OF THE POLICIES

The policies are distributed by both AXA Advisors, LLC ("AXA Advisors") and AXA
Distributors, LLC ("AXA Distributors") (together, the "Distributors"). The
Distributors serve as principal underwriters of Separate Account FP. The
offering of the policies is intended to be continuous.

AXA Advisors is an affiliate of AXA Equitable, and AXA Distributors is an
indirect wholly owned subsidiary of AXA Equitable. The Distributors are under
the common control of AXA Financial, Inc. Their principal business address is
1290 Avenue of the Americas, New York, NY 10104. The Distributors are
registered with the SEC as broker-dealers and are members of the Financial
Industry Regulatory Authority, Inc. ("FINRA"). Both broker-dealers also act as
distributors for other AXA Equitable life and annuity products.

The policies are sold by financial professionals of AXA Advisors and its
affiliates. The policies are also sold by financial professionals of
unaffiliated broker-dealers that have entered into selling agreements with the
Distributors ("Selling broker-dealers").

AXA Equitable pays compensation to both Distributors based on policies sold.
AXA Equitable may also make additional payments to the Distributors and the
Distributors may, in turn, make additional payments to certain Selling
broker-dealers. All payments will be in compliance with all applicable FINRA
rules and other laws and regulations.

Although AXA Equitable takes into account all of its distribution and other
costs in establishing the level of fees and charges under its policies, none of
the compensation paid to the Distributors or the Selling broker-dealers
discussed in this section of the prospectus are imposed as separate fees or
charges under your policy. AXA Equitable, however, intends to recoup amounts it
pays for distribution and other services through the fees and charges of the
policy and payments it receives for providing administrative, distribution and
other services to the Portfolios. For information about the fees and charges
under the policy, see "Risk/benefit summary: Charges and expenses you will pay"
and "More information about certain policy charges" earlier in this prospectus.

As used below, the "target premium" is actuarially determined for each policy,
based on that policy's specific characteristics, as well as the policy's face
amount and Distributor, among other factors.

AXA ADVISORS COMPENSATION. AXA Equitable pays compensation to AXA Advisors
based on premium payments made on the policies sold through AXA Advisors
("premium-based compensation"). The premium-based compensation will generally
not exceed 99% of premiums you pay up to one target premium in your policy's
first year, plus 8.5% of all other premiums you pay in your policy's first
year; plus 5.8% of all other premiums you pay in policy years two through five;
plus 3.8% of all other premiums you pay in policy years six through ten, and
2.5% thereafter. AXA Advisors, in turn, may pay a portion of the premium-based
compensation received from AXA Equitable to the AXA Advisors financial
professional and/or the Selling broker-dealer making the sale. Your AXA
Advisors financial professional or a Selling broker-dealer may elect to receive
premium-based compensation in combination with ongoing annual compensation
based on a percentage of the unloaned account value of the policy sold
("asset-based compensation"). Total compensation paid to a financial
professional or a Selling broker-dealer electing to receive both premium-based
and asset-based compensation could over time exceed the total compensation that
would otherwise be paid on the basis of premiums alone. The compensation paid
by AXA Advisors varies among financial professionals and among Selling
broker-dealers. AXA Advisors also pays a portion of the compensation it
receives to its managerial personnel. When a policy is sold by a Selling
broker-dealer, the Selling broker-dealer, not AXA Advisors, determines the
amount and type of compensation paid to the Selling broker-dealer's financial
professional for the sale of the policy. Therefore, you should contact your
financial professional for information about the compensation he or she
receives and any related incentives, as described below.

AXA Advisors may receive compensation, and, in turn, pay its financial
professionals a portion of such fee, from third party investment advisors to
whom its financial professionals refer customers for professional management of
the assets within their policy.

                                      73

                     MORE INFORMATION ABOUT OTHER MATTERS







AXA Advisors also pays its financial professionals and managerial personnel
other types of compensation including service fees, expense allowance payments
and health and retirement benefits. AXA Advisors also pays its financial
professionals, managerial personnel and Selling broker-dealers sales bonuses
(based on selling certain products during specified periods) and persistency
bonuses. AXA Advisors may offer sales incentive programs to financial
professionals and Selling broker-dealers who meet specified production levels
for the sales of both AXA Equitable policies and policies offered by other
companies. These incentives provide non-cash compensation such as stock options
awards and/or stock appreciation rights, expense-paid trips, expense-paid
education seminars and merchandise.

DIFFERENTIAL COMPENSATION. In an effort to promote the sale of AXA Equitable
products, AXA Advisors may pay its financial professionals and managerial
personnel a greater percentage of premium-based compensation and/or asset-based
compensation for the sale of an AXA Equitable policy than it pays for the sale
of a policy or other financial product issued by a company other than AXA
Equitable. AXA Advisors may pay higher compensation on certain products in a
class than others based on a group or sponsored arrangement, or between older
and newer versions or series of the same policy. This practice is known as
providing "differential compensation." Differential compensation may involve
other forms of compensation to AXA Advisors personnel. Certain components of
the compensation paid to managerial personnel are based on whether the sales
involve AXA Equitable policies. Managers earn higher compensation (and credits
toward awards and bonuses) if the financial professionals they manage sell a
higher percentage of AXA Equitable policies than products issued by other
companies. Other forms of compensation provided to its financial professionals
include health and retirement benefits, expense reimbursements, marketing
allowances and premium-based payments, known as "overrides." For tax reasons,
AXA Advisors financial professionals qualify for health and retirement benefits
based solely on their sales of AXA Equitable policies and products sponsored by
affiliates.

The fact that AXA Advisors financial professionals receive differential
compensation and additional payments may provide an incentive for those
financial professionals to recommend an AXA Equitable policy over a policy or
other financial product issued by a company not affiliated with AXA Equitable.
However, under applicable rules of FINRA, AXA Advisors financial professionals
may only recommend to you products that they reasonably believe are suitable
for you based on the facts that you have disclosed as to your other security
holdings, financial situation and needs. In making any recommendation,
financial professionals of AXA Advisors may nonetheless face conflicts of
interest because of the differences in compensation from one product category
to another, and because of differences in compensation among products in the
same category. For more information, contact your financial professional.

AXA DISTRIBUTORS COMPENSATION. AXA Equitable pays premium-based and asset-based
compensation (together, "compensation") to AXA Distributors. Premium-based
compensation is paid based on AXA Equitable policies sold through AXA
Distributors' Selling broker-dealers. Asset-based compensation is paid based on
the unloaned account value of policies sold through certain of AXA
Distributor's Selling broker-dealers. Premium-based compensation will generally
not exceed 135% of the premiums you pay up to one target premium in your
policy's first year; plus 5% of all other premiums you pay in your policy's
first year; plus 2.8% of all other premiums you pay in policy years two through
ten, and 2% thereafter. Asset-based compensation up to 0.15% in policy years
6-10 and up to 0.10% in policy years 11 and later may also be paid. AXA
Distributors, in turn, pays a portion of the compensation it receives to the
Selling broker-dealer making the sale. The compensation paid by AXA
Distributors varies among Selling broker-dealers.

The Selling broker-dealer, not AXA Distributors, determines the amount and type
of compensation paid to the Selling broker-dealer's financial professional for
the sale of the policy. Therefore, you should contact your financial
professional for information about the compensation he or she receives and any
related incentives, such as differential compensation paid for various products.

These payments above also include compensation to cover operating expenses and
marketing services under the terms of AXA Equitable's distribution agreements
with AXA Distributors.


ADDITIONAL PAYMENTS BY AXA DISTRIBUTORS TO SELLING BROKER-DEALERS. AXA
Distributors may pay, out of its assets, certain Selling broker-dealers and
other financial intermediaries additional compensation in recognition of
services provided or expenses incurred. AXA Distributors may also pay certain
Selling broker-dealers or other financial intermediaries additional
compensation for enhanced marketing opportunities and other services (commonly
referred to as "marketing allowances"). Services for which such payments are
made may include, but are not limited to, the preferred placement of AXA
Equitable products on a company and/or product list; sales personnel training;
product training; business reporting; technological support; due diligence and
related costs; advertising, marketing and related services; conference; and/or
other support services, including some that may benefit the policy owner.
Payments may be based on ongoing sales, on the aggregate account value
attributable to policies sold through a Selling broker-dealer or such payments
may be a fixed amount. For certain selling broker-dealers, AXA Distributors
increases the marketing allowance as certain sales thresholds are met. AXA
Distributors may also make fixed payments to Selling broker-dealers, for
example in connection with the initiation of a new relationship or the
introduction of a new product.

Additionally, as an incentive for the financial professionals of Selling
broker-dealers to promote the sale of AXA Equitable products, AXA Distributors
may increase the sales compensation paid to the Selling broker-dealer for a
period of time (commonly referred to as "compensation enhancements"). AXA
Distributors also has entered into agreements with certain selling
broker-dealers in which the selling broker-dealer agrees to sell certain AXA
Equitable policies exclusively.

These additional payments may serve as an incentive for Selling broker-dealers
to promote the sale of AXA Equitable policies over policies and other products
issued by other companies. Not all Selling broker-dealers receive additional
payments, and the payments vary among Selling broker-dealers. The list below
includes the names of Selling broker-dealers that we are aware (as of
December 31, 2015) received additional payments. These additional payments
ranged from $1,214.89 to $5,872,700.74. AXA Equitable and its affiliates may
also have other business relationships with Selling broker-dealers, which may
provide an incentive for the Selling broker-dealers


                                      74

                     MORE INFORMATION ABOUT OTHER MATTERS







to promote the sale of AXA Equitable policies over policies and other products
issued by other companies. The list below includes any such Selling
broker-dealer. For more information, ask your financial professional.

1st Global Capital Corporation
Allstate Financial Services, LLC
American Portfolios Financial Services
Ameriprise Financial Services
BBVA Compass Investment Solutions, Inc.
Cambridge Investment Research
Capital Investment Group
CCO Investment Services Corporation
Centaurus Financial, Inc.
Cetera Advisors, LLC
Cetera Advisors Networks, LLC
Cetera Financial Specialists, LLC
Cetera Investment Services, LLC
CFD Investments, Inc.
Citigroup Global Markets, Inc.
Commonwealth Financial Network
CUNA Brokerage Services
Cuso Financial Services, L.P.
Farmer's Financial Solution
First Allied Securities Inc.
First Citizens Investor Services, Inc.
First Tennessee Brokerage Inc.
Founders Financial Securities
Girard Securities, Inc.
H.D. Vest Investment Securities, Inc.
Harbour Investments
Independent Financial Group, LLC
Investacorp, Inc.
Investment Professionals, Inc.
Investors Capital Corporation
Janney Montgomery Scott LLC
JP Turner & Company, LLC
Key Investment Services LLC
Kovack Securities
Legend Equities
Lincoln Financial Advisors Corp.
Lincoln Financial Services Corp
Lincoln Investment Planning
LPL Financial Corporation
Lucia Securities, LLC
Mercap Securities, LLC
Merrill Lynch Life Agency, Inc.
MetLife Securities, Inc.
Morgan Stanley Smith Barney
Mutual of Omaha Investment Services, Inc.
National Planning Corporation
Next Financial Group, Inc.
NFP Securities Inc.
PNC Investments
Primerica Financial Services
Questar Capital Corporation
Raymond James Insurance Group
RBC Capital Markets Corporation
Robert W Baird & Company
Santander Securities Corporation
Securities America Inc.
SIGMA Financial Corporation
Signator Financial Services
Signator Investors, Inc.
Southwest Securities, Inc.
Summit Brokerage Services, Inc.
SunTrust Investments
SWS Financial Services
The Advisor Group
TransAmerica Financial Advisors
Triad Advisors
U.S. Bancorp Investments, Inc.
UBS Financial Services, Inc.
Valmark Securities, Inc.
Voya Financial Advisors
VSR Financial Services Inc.
Wells Fargo Wealth Brokerage Insurance Agency


LEGAL PROCEEDINGS

AXA Equitable and its affiliates are parties to various legal proceedings. In
our view, none of these proceedings would be considered material with respect
to a policy owner's interest in Separate Account FP, nor would any of these
proceedings be likely to have a material adverse effect on Separate Account FP,
our ability to meet our obligations under the policies, or the distribution of
the policies.

                                      75

                     MORE INFORMATION ABOUT OTHER MATTERS





14. Financial statements of Separate Account FP and AXA Equitable

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

The financial statements of Separate Account FP, as well as the consolidated
financial statements of AXA Equitable, are in the Statement of Additional
Information ("SAI").

The financial statements of AXA Equitable have relevance for the policies only
to the extent that they bear upon the ability of AXA Equitable to meet its
obligations under the policies. You may request an SAI by writing to our
Administrative Office or by calling 1-800-777-6510 (for U.S. residents) or
1-704-341-7000 (outside of the U.S.) and requesting to speak with a customer
service representative.

                                      76

         FINANCIAL STATEMENTS OF SEPARATE ACCOUNT FP AND AXA EQUITABLE





15. Incorporation of certain documents by reference

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


AXA Equitable's Annual Report on Form 10-K for the period ended December 31,
2015 (the "Annual Report") is considered to be part of this prospectus because
it is incorporated by reference.

AXA Equitable files reports and other information with the SEC, as required by
law. You may read and copy this information at the SEC's public reference
facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by
accessing the SEC's website at www.sec.gov. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. Under the Securities Act of 1933, AXA Equitable has filed with
the SEC a registration statement relating to the Market Stabilizer Option(R)
(the "Registration Statement"). This prospectus has been filed as part of the
Registration Statement and does not contain all of the information set forth in
the Registration Statement.

After the date of this prospectus and before we terminate the offering of the
securities under the Registration Statement, all documents or reports we file
with the SEC under the Securities Exchange Act of 1934 ("Exchange Act"), will
be considered to become part of this prospectus because they are incorporated
by reference.

Any statement contained in a document that is or becomes part of this
prospectus, will be considered changed or replaced for purposes of this
prospectus if a statement contained in this prospectus changes or is replaced.
Any statement that is considered to be a part of this prospectus because of its
incorporation will be considered changed or replaced for the purpose of this
prospectus if a statement contained in any other subsequently filed document
that is considered to be part of this prospectus changes or replaces that
statement. After that, only the statement that is changed or replaced will be
considered to be part of this prospectus.

We file the Registration Statement and our Exchange Act documents and reports,
including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q,
electronically according to EDGAR under CIK No.0000727920. The SEC maintains a
website that contains reports, proxy and information statements, and other
information regarding registrants that file electronically with the SEC. The
address of the site is www.sec.gov.

Upon written or oral request, we will provide, free of charge, to each person
to whom this prospectus is delivered, a copy of any or all of the documents
considered to be part of this prospectus because they are incorporated herein.
In accordance with SEC rules, we will provide copies of any exhibits
specifically incorporated by reference into the text of the Exchange Act
reports (but not any other exhibits). Requests for documents should be directed
to AXA Equitable Life Insurance Company, 1290 Avenue of the Americas, New York,
New York 10104. Attention: Corporate Secretary (telephone: (212) 554-1234). You
can access our website at www.axa.com.


                                      77

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE





16. Personalized illustrations

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

ILLUSTRATIONS OF POLICY BENEFITS

HYPOTHETICAL AND PERSONALIZED ILLUSTRATIONS. Illustrations are intended to show
how different fees, charges and rates of return can affect the values available
under a policy. Illustrations are based upon characteristics of a hypothetical
insured person as well as other assumed factors. This type of illustration is
called a HYPOTHETICAL ILLUSTRATION. Illustrations can also be based upon some
of the characteristics of the insured person under your policy as well as some
other policy feature choices you make such as the face amount, death benefit
option, premium payment amounts and assumed rates of return (within limits).
This type of illustration is called a PERSONALIZED ILLUSTRATION. NO
ILLUSTRATION WILL EVER SHOW YOU THE ACTUAL VALUES AVAILABLE UNDER YOUR POLICY
AT ANY GIVEN POINT IN TIME. This is because many factors affect these values
including: (i) the insured person's characteristics; (ii) policy features you
choose; (iii) actual premium payments you make; (iv) loans or withdrawals you
make; and (v) actual rates of return (including the actual fees and expenses)
of the underlying portfolios in which your cash value is invested. Each
hypothetical or personalized illustration is accompanied by an explanation of
the assumptions on which that illustration is based. Because, as discussed
below, these assumptions may differ considerably, you should carefully review
all of the disclosure that accompanies each illustration.


DIFFERENT KINDS OF ILLUSTRATIONS. Both the hypothetical illustrations in this
prospectus and personalized illustrations can reflect the investment management
fees and expenses incurred in 2015 (or expected to be incurred in 2016, if such
amount is expected to be higher) of the available underlying portfolios in
different ways. An ARITHMETIC ILLUSTRATION uses the straight average of all of
the available underlying portfolios' investment management fees and expenses. A
WEIGHTED ILLUSTRATION computes the average of investment management fees and
expenses based upon the aggregate assets in the Portfolios at the end of 2015.
You may request a weighted illustration that computes the average of investment
management fees and expenses of just the EQ Advisors Trust portfolios, just the
AXA Strategic Allocation portfolios, or all portfolios. If you request, a
weighted illustration can also illustrate an assumed percentage allocation of
policy account values among the available underlying portfolios. A FUND
SPECIFIC ILLUSTRATION uses only the investment management fees and expenses of
a specific underlying portfolio. A HISTORICAL ILLUSTRATION reflects the actual
performance of one of the available underlying portfolios during a stated
period. When reviewing a weighted or fund specific illustration you should keep
in mind that the values shown may be higher than the values shown in other
illustrations because the fees and expenses that are assumed may be lower than
those assumed in other illustrations. When reviewing an historical illustration
you should keep in mind that values based upon past performance are no
indication of what the values will be based on future performance. You may also
request a personalized illustration of the guaranteed interest option and the
MSO that assumes a portion of net premiums allocated to the guaranteed interest
option and MSO.


THE EFFECT OF THE EXPENSE LIMITATION ARRANGEMENTS. The illustrations in this
prospectus do not reflect the expense limitation arrangements. Personalized
illustrations reflect the expense limitation arrangements that are in effect
with respect to certain of the Portfolios. If these fees and expenses were not
reduced to reflect the expense limitation arrangements, the values in the
personalized illustrations would be lower.

Currently, you are entitled to one free illustration each policy year. For each
additional illustration in a policy year, we charge $25. Appendix I to this
prospectus contains an arithmetic hypothetical illustration.

                                      78

                          PERSONALIZED ILLUSTRATIONS





Appendix I: Hypothetical illustrations

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

ILLUSTRATION OF DEATH BENEFITS, ACCOUNT VALUES, NET CASH SURRENDER VALUES AND
ACCUMULATED PREMIUMS


The following tables illustrate the changes in death benefit, policy account
value and net cash surrender value of the policy under certain hypothetical
circumstances that we assume solely for this purpose. Each table illustrates
the operation of a policy for a specified issue age, premium payment schedule
and face amount under death benefit option A or death benefit option B. The
tables assume annual planned periodic premiums that are paid at the beginning
of each policy year for an insured person who is a 35-year-old preferred elite
risk male non-tobacco user when the policy is issued. The amounts shown are for
the end of each policy year and assume that all of the policy account value is
invested in Portfolios that achieve investment returns at constant hypothetical
gross annual rates of 0%, 6% and 12% (i.e., before any investment management
fees or other expenses are deducted from the underlying Portfolio assets).
These hypothetical investment return assumptions are not intended as estimates
of future performance of any investment fund. AXA Equitable is not able to
predict the future performance of the investment options. Higher rates of
return used in these illustrations generally reflect rates of return for a
number of broad stock indices over long-term periods. Of course lower rates of
return will lower the values illustrated. For this reason, you should carefully
consider the illustrations at 0% and 6%. After the deduction of the arithmetic
average of the investment management fees and other expenses of all of the
underlying Portfolios (as described below), the corresponding net annual rates
of return would be (1.09)%, 4.85% and 10.78%. These net annual rates of return
do not reflect the mortality and expense risk charge, or other charges we
deduct from your policy's value each month. If the net annual rates of return
did reflect these charges, the rates shown would be lower; however, the values
shown in the following tables reflect all policy charges. Investment return
reflects investment income and all realized and unrealized capital gains and
losses.


Tables are provided for each of the two death benefit options. The tables
headed "Using Current Charges" assume that the current rates for the following
charges deducted by AXA Equitable in each year illustrated: premium charge,
administrative charge, cost of insurance charge, mortality and expense risk
charge (including AXA Equitable's currently planned reduction in the policy's
9th year). The tables headed "Using Guaranteed Charges" are the same, except
that the maximum permitted rates for all years are used for all charges. The
tables do not reflect any charge that we reserve the right to make but are not
currently making. The tables assume that (i) no optional rider benefits have
been elected, (ii) no loans or withdrawals are made, (iii) no changes in
coverage are requested and (iv) no change in the death benefit option is
requested.


With respect to fees and expenses deducted from assets of the underlying
Portfolios, the amounts shown in all tables reflect (1) investment management
fees equivalent to an effective annual rate of 0.55%, and (2) an assumed
average asset charge for all other expenses of the underlying Portfolios
equivalent to an effective annual rate of 0.54%. These rates are the arithmetic
average for all Portfolios that are available as investment options. In other
words, they are based on the hypothetical assumption that policy account values
are allocated equally among the variable investment options. THESE RATES DO NOT
REFLECT EXPENSE LIMITATION ARRANGEMENTS IN EFFECT WITH RESPECT TO CERTAIN OF
THE UNDERLYING PORTFOLIOS. IF THOSE ARRANGEMENTS HAD BEEN ASSUMED, THE POLICY
VALUES WOULD BE HIGHER THAN THOSE SHOWN IN THE FOLLOWING TABLES. The actual
rates associated with any policy will vary depending upon the actual allocation
of policy values among the investment options.


The second column of each table shows the amount you would have at the end of
each policy year if an amount equal to the assumed planned periodic premiums
were invested to earn interest, after taxes, at 5% annually. This is not a
policy value. It is included for comparison purposes only.

Because your circumstances will no doubt differ from those in the illustrations
that follow, values under your policy will differ, in most cases substantially.
Upon request, we will furnish you with a personalized illustration as described
under "Illustrations of policy benefits" in "Personalized illustrations"
earlier in this prospectus.

                                      I-1

                    APPENDIX I: HYPOTHETICAL ILLUSTRATIONS







INCENTIVE LIFE OPTIMIZER II
$600,000 FACE AMOUNT

MALE, ISSUE AGE 35, PREFERRED ELITE NON-TOBACCO USER UNDERWRITING RISK CLASS

INITIAL DEATH BENEFIT OPTION IS OPTION A
INITIAL ANNUAL PLANNED PERIODIC PREMIUM: $6,080*
USING CURRENT CHARGES
USING GUIDELINE PREMIUM TEST





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

                               DEATH BENEFIT                   ACCOUNT VALUE             NET CASH SURRENDER VALUE
                               -------------                   -------------             ------------------------

          PREMIUMS
END OF     ACCUM.
POLICY AT 5% INTEREST   ASSUMING HYPOTHETICAL GROSS     ASSUMING HYPOTHETICAL GROSS     ASSUMING HYPOTHETICAL GROSS
 YEAR     PER YEAR     ANNUAL INVESTMENT RETURN OF:    ANNUAL INVESTMENT RETURN OF:    ANNUAL INVESTMENT RETURN OF:
---------------------------------------------------------------------------------------------------------------------
                      0% GROSS  6% GROSS   12% GROSS  0% GROSS  6% GROSS   12% GROSS  0% GROSS  6% GROSS   12% GROSS
---------------------------------------------------------------------------------------------------------------------
                                                                            
   1     $    6,384   $600,000 $  600,000 $   600,000 $  4,455 $    4,754 $     5,054 $      0 $        0 $         0
---------------------------------------------------------------------------------------------------------------------
   2     $   13,087   $600,000 $  600,000 $   600,000 $  8,867 $    9,742 $    10,652 $      0 $        0 $       827
---------------------------------------------------------------------------------------------------------------------
   3     $   20,126   $600,000 $  600,000 $   600,000 $ 13,303 $   15,044 $    16,925 $  3,772 $    5,513 $     7,394
---------------------------------------------------------------------------------------------------------------------
   4     $   27,516   $600,000 $  600,000 $   600,000 $ 17,644 $   20,546 $    23,805 $  8,745 $   11,646 $    14,906
---------------------------------------------------------------------------------------------------------------------
   5     $   35,276   $600,000 $  600,000 $   600,000 $ 21,886 $   26,250 $    31,348 $ 13,644 $   18,008 $    23,105
---------------------------------------------------------------------------------------------------------------------
   6     $   43,423   $600,000 $  600,000 $   600,000 $ 26,025 $   32,160 $    39,612 $ 18,466 $   24,601 $    32,053
---------------------------------------------------------------------------------------------------------------------
   7     $   51,979   $600,000 $  600,000 $   600,000 $ 30,070 $   38,290 $    48,677 $ 23,564 $   31,784 $    42,171
---------------------------------------------------------------------------------------------------------------------
   8     $   60,962   $600,000 $  600,000 $   600,000 $ 34,016 $   44,643 $    58,616 $ 28,701 $   39,329 $    53,302
---------------------------------------------------------------------------------------------------------------------
   9     $   70,394   $600,000 $  600,000 $   600,000 $ 38,271 $   51,776 $    70,257 $ 34,534 $   48,039 $    66,520
---------------------------------------------------------------------------------------------------------------------
  10     $   80,297   $600,000 $  600,000 $   600,000 $ 42,469 $   59,252 $    83,163 $ 42,469 $   59,252 $    83,163
---------------------------------------------------------------------------------------------------------------------
  15     $  137,758   $600,000 $  600,000 $   600,000 $ 66,382 $  106,834 $   177,334 $ 66,382 $  106,834 $   177,334
---------------------------------------------------------------------------------------------------------------------
  20     $  211,093   $600,000 $  600,000 $   600,000 $ 88,421 $  167,033 $   335,821 $ 88,421 $  167,033 $   335,821
---------------------------------------------------------------------------------------------------------------------
  25     $  304,690   $600,000 $  600,000 $   807,426 $106,835 $  242,071 $   602,557 $106,835 $  242,071 $   602,557
---------------------------------------------------------------------------------------------------------------------
  30     $  424,146   $600,000 $  600,000 $ 1,288,872 $119,565 $  337,305 $ 1,056,452 $119,565 $  337,305 $ 1,056,452
---------------------------------------------------------------------------------------------------------------------
  35     $  576,605   $600,000 $  600,000 $ 2,111,813 $124,476 $  459,290 $ 1,820,528 $124,476 $  459,290 $ 1,820,528
---------------------------------------------------------------------------------------------------------------------
  40     $  771,186   $600,000 $  663,740 $ 3,327,229 $117,723 $  620,317 $ 3,109,560 $117,723 $  620,317 $ 3,109,560
---------------------------------------------------------------------------------------------------------------------
  45     $1,019,526   $600,000 $  870,334 $ 5,555,246 $ 88,911 $  828,890 $ 5,290,710 $ 88,911 $  828,890 $ 5,290,710
---------------------------------------------------------------------------------------------------------------------
  50     $1,336,478   $600,000 $1,146,736 $ 9,385,662 $ 13,608 $1,092,129 $ 8,938,726 $ 13,608 $1,092,129 $ 8,938,726
---------------------------------------------------------------------------------------------------------------------
  55     $1,740,997         ** $1,490,607 $15,730,371       ** $1,419,626 $14,981,305       ** $1,419,626 $14,981,305
---------------------------------------------------------------------------------------------------------------------
  60     $2,257,278         ** $1,857,356 $25,381,337       ** $1,838,966 $25,130,036       ** $1,838,966 $25,130,036
---------------------------------------------------------------------------------------------------------------------
  65     $2,916,199         ** $2,412,936 $42,849,648       ** $2,389,045 $42,425,394       ** $2,389,045 $42,425,394
---------------------------------------------------------------------------------------------------------------------



*  The illustrations assume that planned periodic premiums are paid at the
   start of each policy year. The death benefit, account value and net cash
   surrender value will differ if premiums are paid in different amounts or
   frequencies.
** Policy lapses unless additional payments are made.


THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING INVESTMENT ALLOCATIONS MADE BY THE OWNER. THE DEATH BENEFIT,
ACCOUNT VALUE AND NET CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN AVERAGED 0%, 6% OR
12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THE AVERAGE FOR
INDIVIDUAL POLICY YEARS. WE CAN MAKE NO REPRESENTATION THAT THESE HYPOTHETICAL
INVESTMENT RESULTS CAN BE ACHIEVED FOR ANY ONE YEAR OR CONTINUED OVER ANY
PERIOD OF TIME. IN FACT, FOR ANY GIVEN PERIOD OF TIME, THE INVESTMENT RESULTS
COULD BE NEGATIVE.

                                      I-2

                    APPENDIX I: HYPOTHETICAL ILLUSTRATIONS







INCENTIVE LIFE OPTIMIZER II
$600,000 FACE AMOUNT

MALE, ISSUE AGE 35, PREFERRED ELITE NON-TOBACCO USER UNDERWRITING RISK CLASS

INITIAL DEATH BENEFIT OPTION IS OPTION A
INITIAL ANNUAL PLANNED PERIODIC PREMIUM: $6,080*
USING GUARANTEED CHARGES
USING GUIDELINE PREMIUM TEST





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

                              DEATH BENEFIT                 ACCOUNT VALUE           NET CASH SURRENDER VALUE
                              -------------                 -------------           ------------------------

          PREMIUMS
END OF     ACCUM.
POLICY AT 5% INTEREST  ASSUMING HYPOTHETICAL GROSS   ASSUMING HYPOTHETICAL GROSS   ASSUMING HYPOTHETICAL GROSS
 YEAR     PER YEAR    ANNUAL INVESTMENT RETURN OF:  ANNUAL INVESTMENT RETURN OF:  ANNUAL INVESTMENT RETURN OF:
---------------------------------------------------------------------------------------------------------------
                      0% GROSS 6% GROSS  12% GROSS  0% GROSS 6% GROSS  12% GROSS  0% GROSS 6% GROSS  12% GROSS
---------------------------------------------------------------------------------------------------------------
                                                                      
   1     $    6,384   $600,000 $600,000 $   600,000 $ 3,994  $  4,279 $     4,564 $     0  $      0 $         0
---------------------------------------------------------------------------------------------------------------
   2     $   13,087   $600,000 $600,000 $   600,000 $ 7,934  $  8,751 $     9,601 $     0  $      0 $         0
---------------------------------------------------------------------------------------------------------------
   3     $   20,126   $600,000 $600,000 $   600,000 $11,768  $ 13,368 $    15,102 $ 2,236  $  3,837 $     5,570
---------------------------------------------------------------------------------------------------------------
   4     $   27,516   $600,000 $600,000 $   600,000 $15,474  $ 18,114 $    21,086 $ 6,574  $  9,214 $    12,187
---------------------------------------------------------------------------------------------------------------
   5     $   35,276   $600,000 $600,000 $   600,000 $19,063  $ 22,999 $    27,611 $10,820  $ 14,756 $    19,368
---------------------------------------------------------------------------------------------------------------
   6     $   43,423   $600,000 $600,000 $   600,000 $22,530  $ 28,025 $    34,722 $14,971  $ 20,465 $    27,163
---------------------------------------------------------------------------------------------------------------
   7     $   51,979   $600,000 $600,000 $   600,000 $25,863  $ 33,180 $    42,463 $19,357  $ 26,674 $    35,958
---------------------------------------------------------------------------------------------------------------
   8     $   60,962   $600,000 $600,000 $   600,000 $29,046  $ 38,454 $    50,880 $23,732  $ 33,139 $    45,565
---------------------------------------------------------------------------------------------------------------
   9     $   70,394   $600,000 $600,000 $   600,000 $32,075  $ 43,841 $    60,030 $28,337  $ 40,104 $    56,293
---------------------------------------------------------------------------------------------------------------
  10     $   80,297   $600,000 $600,000 $   600,000 $34,934  $ 49,332 $    69,972 $34,934  $ 49,332 $    69,972
---------------------------------------------------------------------------------------------------------------
  15     $  137,758   $600,000 $600,000 $   600,000 $47,807  $ 80,303 $   137,916 $47,807  $ 80,303 $   137,916
---------------------------------------------------------------------------------------------------------------
  20     $  211,093   $600,000 $600,000 $   600,000 $56,466  $115,564 $   246,693 $56,466  $115,564 $   246,693
---------------------------------------------------------------------------------------------------------------
  25     $  304,690   $600,000 $600,000 $   600,000 $57,292  $152,802 $   422,422 $57,292  $152,802 $   422,422
---------------------------------------------------------------------------------------------------------------
  30     $  424,146   $600,000 $600,000 $   865,750 $46,002  $189,649 $   709,631 $46,002  $189,649 $   709,631
---------------------------------------------------------------------------------------------------------------
  35     $  576,605   $600,000 $600,000 $ 1,354,763 $14,035  $221,088 $ 1,167,899 $14,035  $221,088 $ 1,167,899
---------------------------------------------------------------------------------------------------------------
  40     $  771,186         ** $600,000 $ 2,035,843      **  $239,662 $ 1,902,657      **  $239,662 $ 1,902,657
---------------------------------------------------------------------------------------------------------------
  45     $1,019,526         ** $600,000 $ 3,243,853      **  $221,880 $ 3,089,384      **  $221,880 $ 3,089,384
---------------------------------------------------------------------------------------------------------------
  50     $1,336,478         ** $600,000 $ 5,197,011      **  $ 93,378 $ 4,949,534      **  $ 93,378 $ 4,949,534
---------------------------------------------------------------------------------------------------------------
  55     $1,740,997         **       ** $ 8,177,002      **        ** $ 7,787,621      **        ** $ 7,787,621
---------------------------------------------------------------------------------------------------------------
  60     $2,257,278         **       ** $12,400,505      **        ** $12,277,728      **        ** $12,277,728
---------------------------------------------------------------------------------------------------------------
  65     $2,916,199         **       ** $19,855,324      **        ** $19,658,737      **        ** $19,658,737
---------------------------------------------------------------------------------------------------------------



*  The illustrations assume that planned periodic premiums are paid at the
   start of each policy year. The death benefit, account value and net cash
   surrender value will differ if premiums are paid in different amounts or
   frequencies.
** Policy lapses unless additional payments are made.


THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING INVESTMENT ALLOCATIONS MADE BY THE OWNER. THE DEATH BENEFIT,
ACCOUNT VALUE AND NET CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN AVERAGED 0%, 6% OR
12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THE AVERAGE FOR
INDIVIDUAL POLICY YEARS. WE CAN MAKE NO REPRESENTATION THAT THESE HYPOTHETICAL
INVESTMENT RESULTS CAN BE ACHIEVED FOR ANY ONE YEAR OR CONTINUED OVER ANY
PERIOD OF TIME. IN FACT, FOR ANY GIVEN PERIOD OF TIME, THE INVESTMENT RESULTS
COULD BE NEGATIVE.

                                      I-3

                    APPENDIX I: HYPOTHETICAL ILLUSTRATIONS







INCENTIVE LIFE OPTIMIZER II
$600,000 FACE AMOUNT

MALE, ISSUE AGE 35, PREFERRED ELITE NON-TOBACCO USER UNDERWRITING RISK CLASS

INITIAL DEATH BENEFIT OPTION IS OPTION B
INITIAL ANNUAL PLANNED PERIODIC PREMIUM: $6,860*
USING CURRENT CHARGES
USING GUIDELINE PREMIUM TEST





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

                               DEATH BENEFIT                   ACCOUNT VALUE             NET CASH SURRENDER VALUE
                               -------------                   -------------             ------------------------

          PREMIUMS
END OF     ACCUM.
POLICY AT 5% INTEREST   ASSUMING HYPOTHETICAL GROSS     ASSUMING HYPOTHETICAL GROSS     ASSUMING HYPOTHETICAL GROSS
 YEAR     PER YEAR     ANNUAL INVESTMENT RETURN OF:    ANNUAL INVESTMENT RETURN OF:    ANNUAL INVESTMENT RETURN OF:
---------------------------------------------------------------------------------------------------------------------
                      0% GROSS  6% GROSS   12% GROSS  0% GROSS  6% GROSS   12% GROSS  0% GROSS  6% GROSS   12% GROSS
---------------------------------------------------------------------------------------------------------------------
                                                                            
   1     $    7,203   $605,172 $  605,515 $   605,858 $  5,172 $    5,515 $     5,858 $      0 $        0 $         0
---------------------------------------------------------------------------------------------------------------------
   2     $   14,766   $610,287 $  611,292 $   612,337 $ 10,287 $   11,292 $    12,337 $    461 $    1,466 $     2,511
---------------------------------------------------------------------------------------------------------------------
   3     $   22,707   $615,425 $  617,428 $   619,591 $ 15,425 $   17,428 $    19,591 $  5,894 $    7,896 $    10,060
---------------------------------------------------------------------------------------------------------------------
   4     $   31,046   $620,452 $  623,794 $   627,547 $ 20,452 $   23,794 $    27,547 $ 11,553 $   14,895 $    18,647
---------------------------------------------------------------------------------------------------------------------
   5     $   39,801   $625,365 $  630,395 $   636,267 $ 25,365 $   30,395 $    36,267 $ 17,122 $   22,152 $    28,024
---------------------------------------------------------------------------------------------------------------------
   6     $   48,994   $630,159 $  637,232 $   645,819 $ 30,159 $   37,232 $    45,819 $ 22,600 $   29,673 $    38,260
---------------------------------------------------------------------------------------------------------------------
   7     $   58,647   $634,843 $  644,322 $   656,293 $ 34,843 $   44,322 $    56,293 $ 28,337 $   37,817 $    49,788
---------------------------------------------------------------------------------------------------------------------
   8     $   68,782   $639,413 $  651,669 $   667,773 $ 39,413 $   51,669 $    67,773 $ 34,099 $   46,354 $    62,459
---------------------------------------------------------------------------------------------------------------------
   9     $   79,424   $644,341 $  659,914 $   681,212 $ 44,341 $   59,914 $    81,212 $ 40,604 $   56,177 $    77,475
---------------------------------------------------------------------------------------------------------------------
  10     $   90,599   $649,200 $  668,552 $   696,104 $ 49,200 $   68,552 $    96,104 $ 49,200 $   68,552 $    96,104
---------------------------------------------------------------------------------------------------------------------
  15     $  155,430   $676,242 $  722,717 $   803,677 $ 76,242 $  122,717 $   203,677 $ 76,242 $  122,717 $   203,677
---------------------------------------------------------------------------------------------------------------------
  20     $  238,174   $701,043 $  790,825 $   983,556 $101,043 $  190,825 $   383,556 $101,043 $  190,825 $   383,556
---------------------------------------------------------------------------------------------------------------------
  25     $  343,778   $721,411 $  874,220 $ 1,282,423 $121,411 $  274,220 $   682,423 $121,411 $  274,220 $   682,423
---------------------------------------------------------------------------------------------------------------------
  30     $  478,559   $734,517 $  975,267 $ 1,785,151 $134,517 $  375,267 $ 1,185,151 $134,517 $  375,267 $ 1,185,151
---------------------------------------------------------------------------------------------------------------------
  35     $  650,577   $737,581 $1,094,515 $ 2,625,957 $137,581 $  494,515 $ 2,025,957 $137,581 $  494,515 $ 2,025,957
---------------------------------------------------------------------------------------------------------------------
  40     $  870,121   $726,051 $1,231,707 $ 4,034,575 $126,051 $  631,707 $ 3,434,575 $126,051 $  631,707 $ 3,434,575
---------------------------------------------------------------------------------------------------------------------
  45     $1,150,320   $689,101 $1,378,953 $ 6,392,211 $ 89,101 $  778,953 $ 5,792,211 $ 89,101 $  778,953 $ 5,792,211
---------------------------------------------------------------------------------------------------------------------
  50     $1,507,934   $606,981 $1,515,372 $10,333,844 $  6,981 $  915,372 $ 9,733,844 $  6,981 $  915,372 $ 9,733,844
---------------------------------------------------------------------------------------------------------------------
  55     $1,964,349         ** $1,606,792 $17,120,878       ** $1,006,792 $16,305,599       ** $1,006,792 $16,305,599
---------------------------------------------------------------------------------------------------------------------
  60     $2,546,864         ** $1,610,302 $27,897,003       ** $1,010,302 $27,297,003       ** $1,010,302 $27,297,003
---------------------------------------------------------------------------------------------------------------------
  65     $3,290,316         ** $1,489,379 $46,471,612       ** $  889,379 $45,871,612       ** $  889,379 $45,871,612
---------------------------------------------------------------------------------------------------------------------



*  The illustrations assume that planned periodic premiums are paid at the
   start of each policy year. The death benefit, account value and net cash
   surrender value will differ if premiums are paid in different amounts or
   frequencies.
** Policy lapses unless additional payments are made.


THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING INVESTMENT ALLOCATIONS MADE BY THE OWNER. THE DEATH BENEFIT,
ACCOUNT VALUE AND NET CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN AVERAGED 0%, 6% OR
12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THE AVERAGE FOR
INDIVIDUAL POLICY YEARS. WE CAN MAKE NO REPRESENTATION THAT THESE HYPOTHETICAL
INVESTMENT RESULTS CAN BE ACHIEVED FOR ANY ONE YEAR OR CONTINUED OVER ANY
PERIOD OF TIME. IN FACT, FOR ANY GIVEN PERIOD OF TIME, THE INVESTMENT RESULTS
COULD BE NEGATIVE.

                                      I-4

                    APPENDIX I: HYPOTHETICAL ILLUSTRATIONS







INCENTIVE LIFE OPTIMIZER II
$600,000 FACE AMOUNT

MALE, ISSUE AGE 35, PREFERRED ELITE NON-TOBACCO USER UNDERWRITING RISK CLASS

INITIAL DEATH BENEFIT OPTION IS OPTION B
INITIAL ANNUAL PLANNED PERIODIC PREMIUM: $6,860*
USING GUARANTEED CHARGES
USING GUIDELINE PREMIUM TEST





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

                              DEATH BENEFIT                 ACCOUNT VALUE           NET CASH SURRENDER VALUE
                              -------------                 -------------           ------------------------

          PREMIUMS
END OF     ACCUM.
POLICY AT 5% INTEREST  ASSUMING HYPOTHETICAL GROSS   ASSUMING HYPOTHETICAL GROSS   ASSUMING HYPOTHETICAL GROSS
 YEAR     PER YEAR    ANNUAL INVESTMENT RETURN OF:  ANNUAL INVESTMENT RETURN OF:  ANNUAL INVESTMENT RETURN OF:
---------------------------------------------------------------------------------------------------------------
                      0% GROSS 6% GROSS  12% GROSS  0% GROSS 6% GROSS  12% GROSS  0% GROSS 6% GROSS  12% GROSS
---------------------------------------------------------------------------------------------------------------
                                                                      
   1     $    7,203   $604,707 $605,035 $   605,362 $ 4,707  $  5,035 $     5,362 $     0  $      0 $         0
---------------------------------------------------------------------------------------------------------------
   2     $   14,766   $609,340 $610,285 $   611,269 $ 9,340  $ 10,285 $    11,269 $     0  $    459 $     1,443
---------------------------------------------------------------------------------------------------------------
   3     $   22,707   $613,847 $615,705 $   617,716 $13,847  $ 15,705 $    17,716 $ 4,316  $  6,174 $     8,184
---------------------------------------------------------------------------------------------------------------
   4     $   31,046   $618,208 $621,276 $   624,729 $18,208  $ 21,276 $    24,729 $ 9,308  $ 12,376 $    15,830
---------------------------------------------------------------------------------------------------------------
   5     $   39,801   $622,430 $627,010 $   632,371 $22,430  $ 27,010 $    32,371 $14,187  $ 18,768 $    24,129
---------------------------------------------------------------------------------------------------------------
   6     $   48,994   $626,512 $632,908 $   640,696 $26,512  $ 32,908 $    40,696 $18,952  $ 25,348 $    33,137
---------------------------------------------------------------------------------------------------------------
   7     $   58,647   $630,437 $638,956 $   649,751 $30,437  $ 38,956 $    49,751 $23,931  $ 32,450 $    43,245
---------------------------------------------------------------------------------------------------------------
   8     $   68,782   $634,192 $645,142 $   659,587 $34,192  $ 45,142 $    59,587 $28,878  $ 39,828 $    54,272
---------------------------------------------------------------------------------------------------------------
   9     $   79,424   $637,769 $651,461 $   670,267 $37,769  $ 51,461 $    70,267 $34,032  $ 47,723 $    66,530
---------------------------------------------------------------------------------------------------------------
  10     $   90,599   $641,152 $657,897 $   681,856 $41,152  $ 57,897 $    81,856 $41,152  $ 57,897 $    81,856
---------------------------------------------------------------------------------------------------------------
  15     $  155,430   $656,451 $694,033 $   760,410 $56,451  $ 94,033 $   160,410 $56,451  $ 94,033 $   160,410
---------------------------------------------------------------------------------------------------------------
  20     $  238,174   $666,859 $734,451 $   883,400 $66,859  $134,451 $   283,400 $66,859  $134,451 $   283,400
---------------------------------------------------------------------------------------------------------------
  25     $  343,778   $668,393 $775,128 $ 1,072,892 $68,393  $175,128 $   472,892 $68,393  $175,128 $   472,892
---------------------------------------------------------------------------------------------------------------
  30     $  478,559   $656,710 $810,426 $ 1,364,143 $56,710  $210,426 $   764,143 $56,710  $210,426 $   764,143
---------------------------------------------------------------------------------------------------------------
  35     $  650,577   $624,347 $829,136 $ 1,809,350 $24,347  $229,136 $ 1,209,350 $24,347  $229,136 $ 1,209,350
---------------------------------------------------------------------------------------------------------------
  40     $  870,121         ** $814,369 $ 2,490,512      **  $214,369 $ 1,890,512      **  $214,369 $ 1,890,512
---------------------------------------------------------------------------------------------------------------
  45     $1,150,320         ** $727,814 $ 3,520,694      **  $127,814 $ 2,920,694      **  $127,814 $ 2,920,694
---------------------------------------------------------------------------------------------------------------
  50     $1,507,934         **       ** $ 5,054,610      **        ** $ 4,454,610      **        ** $ 4,454,610
---------------------------------------------------------------------------------------------------------------
  55     $1,964,349         **       ** $ 7,312,671      **        ** $ 6,712,671      **        ** $ 6,712,671
---------------------------------------------------------------------------------------------------------------
  60     $2,546,864         **       ** $10,638,329      **        ** $10,038,329      **        ** $10,038,329
---------------------------------------------------------------------------------------------------------------
  65     $3,290,316         **       ** $15,611,010      **        ** $15,011,010      **        ** $15,011,010
---------------------------------------------------------------------------------------------------------------



*  The illustrations assume that planned periodic premiums are paid at the
   start of each policy year. The death benefit, account value and net cash
   surrender value will differ if premiums are paid in different amounts or
   frequencies.
** Policy lapses unless additional payments are made.


THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING INVESTMENT ALLOCATIONS MADE BY THE OWNER. THE DEATH BENEFIT,
ACCOUNT VALUE AND NET CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN AVERAGED 0%, 6% OR
12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THE AVERAGE FOR
INDIVIDUAL POLICY YEARS. WE CAN MAKE NO REPRESENTATION THAT THESE HYPOTHETICAL
INVESTMENT RESULTS CAN BE ACHIEVED FOR ANY ONE YEAR OR CONTINUED OVER ANY
PERIOD OF TIME. IN FACT, FOR ANY GIVEN PERIOD OF TIME, THE INVESTMENT RESULTS
COULD BE NEGATIVE.

                                      I-5

                    APPENDIX I: HYPOTHETICAL ILLUSTRATIONS





Appendix II: MSO Early Distribution Adjustment Examples

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

              HYPOTHETICAL EARLY DISTRIBUTION ADJUSTMENT EXAMPLES

A. EXAMPLES OF EARLY DISTRIBUTION ADJUSTMENT TO DETERMINE SEGMENT DISTRIBUTION
VALUE

The following examples represent a policy owner who has invested in both
Segments 1 and 2. They are meant to show how much value is available to a
policy owner when there is a full surrender of the policy by the policy owner
or other full distribution from these Segments as well as the impact of Early
Distribution Adjustments on these Segments. The date of such hypothetical
surrender or distribution is the Valuation Date specified below and, on that
date, the examples assume 9 months remain until Segment 1's maturity date and 3
months remain until Segment 2's maturity date.

Explanation of formulas and derivation of Put Option Factors is provided in
notes (1)-(3) below.



------------------------------------------------------------------------------------------------------------------------
                                            SEGMENT 1                             SEGMENT 2
     DIVISION OF MSO INTO              (DISTRIBUTION AFTER                   (DISTRIBUTION AFTER
           SEGMENTS                         3 MONTHS)                             9 MONTHS)                   TOTAL
------------------------------------------------------------------------------------------------------------------------
                                                                                                   
Start Date                     3rd Friday of July, Calendar Year Y  3rd Friday of January, Calendar Year Y
------------------------------------------------------------------------------------------------------------------------
Maturity Date                          3rd Friday of July,
                                        Calendar Year Y+1          3rd Friday of January, Calendar Year Y+1
------------------------------------------------------------------------------------------------------------------------
Segment Term                                 1 year                                1 year
------------------------------------------------------------------------------------------------------------------------
Valuation Date                            3rd Friday of                         3rd Friday of
                                        October, Calendar                     October, Calendar
                                             Year Y                                Year Y
------------------------------------------------------------------------------------------------------------------------
INITIAL SEGMENT ACCOUNT                       1,000                                 1,000                     2,000
------------------------------------------------------------------------------------------------------------------------
Variable Index Benefit Charge                 0.75%                                 0.75%
------------------------------------------------------------------------------------------------------------------------
Remaining Segment Term                    9 months / 12                         3 months / 12
                                      months = 9/12 = 0.75                   months = 3/12 = 0.25
------------------------------------------------------------------------------------------------------------------------


EXAMPLE I - THE INDEX IS DOWN
10% AT THE TIME OF THE EARLY
DISTRIBUTION ADJUSTMENT




------------------------------------------------------------------------------------------------
 CHANGE IN INDEX VALUE                        -10%                        -10%           TOTAL
------------------------------------------------------------------------------------------------
                                                                               
Put Option Factor                           0.020673                    0.003425
------------------------------------------------------------------------------------------------
                               Put Option                          Put Option
                               Component:                          Component:
                               1000 * 0.020673 =                   1000 * 0.003425 =
                               20.67                               3.43
                               Charge Refund                       Charge Refund
                               Component:                          Component:
                                                                   1000 * 0.25 *
                               1000 * 0.75 * (0.0075 /(1 -0.0075)) (0.0075 / (1
                               = 5.67                              -0.0075)) = 1.89
                               Total EDA:                          Total EDA:
                               20.67 - 5.67 = 15.00                3.43 - 1.89 = 1.54
Early Distribution Adjustment                                                            16.54
------------------------------------------------------------------------------------------------
SEGMENT DISTRIBUTION VALUE               1000 - 15.00 =
                                             985.00                1000 - 1.54 = 998.46 1,983.46
------------------------------------------------------------------------------------------------
% change in principal due to                 -2.067%                     -0.343%
the Put Option Component
------------------------------------------------------------------------------------------------
% change in principal due to                 0.567%                      0.189%
the Charge Refund Component
------------------------------------------------------------------------------------------------
Total % change in Segment                    -1.50%                      -0.15%
Account Value due to the EDA
------------------------------------------------------------------------------------------------


                                     II-1

            APPENDIX II: MSO EARLY DISTRIBUTION ADJUSTMENT EXAMPLES






EXAMPLE II - THE INDEX IS UP 10% AT THE TIME OF THE EARLY DISTRIBUTION
ADJUSTMENT



-----------------------------------------------------------------------------------------------------
 CHANGE IN INDEX VALUE                      10%                            10%                TOTAL
-----------------------------------------------------------------------------------------------------
                                                                                    
Put Option Factor                        0.003229                       0.000037
-----------------------------------------------------------------------------------------------------
                               Put Option Component:          Put Option Component:
                               1000 * 0.003229 = 3.23         1000 * 0.000037 = 0.04
                               Charge Refund Component:       Charge Refund Component:
                               1000 * 0.75 * (0.0075 / (1 -   1000 * 0.25 * (0.0075 / (1 -
                               0.0075)) = 5.67                0.0075)) = 1.89
                               Total EDA:                     Total EDA:
                               3.23 - 5.67 = -2.44            0.04 - 1.89 = -1.85
Early Distribution Adjustment                                                                 -4.29
-----------------------------------------------------------------------------------------------------
SEGMENT DISTRIBUTION VALUE       1000 - (-2.44) = 1002.44       1000 - (-1.85) = 1001.85     2,004.29
-----------------------------------------------------------------------------------------------------
% change in principal due to              -0.323%                        -.004%
the Put Option Component
-----------------------------------------------------------------------------------------------------
% change in principal due to              0.567%                         0.189%
the Charge Refund Component
-----------------------------------------------------------------------------------------------------
Total % change in Segment                 0.244%                         0.185%
Account Value due to the EDA
-----------------------------------------------------------------------------------------------------


EXAMPLE III - THE INDEX IS DOWN 40% AT THE TIME OF THE EARLY DISTRIBUTION
ADJUSTMENT



-----------------------------------------------------------------------------------------------------------------
 CHANGE IN INDEX VALUE                        -40%                                 -40%                   TOTAL
-----------------------------------------------------------------------------------------------------------------
                                                                                                
Put Option Factor                           0.163397                             0.152132
-----------------------------------------------------------------------------------------------------------------
                               Put Option Component:                Put Option Component:
                               1000 * 0.163397 = 163.40             1000 * 0.152132 = 152.13
                               Charge Refund Component:             Charge Refund Component:

                               1000 * 0.75 * (0.0075 /(1 - 0.0075)) 1000 * 0.25 * (0.0075 /(1 - 0.0075))
                               = 5.67                               = 1.89
                               Total EDA:                           Total EDA:
                               163.40 - 5.67 = 157.73               152.13 - 1.89 = 150.24
Early Distribution Adjustment                                                                             307.97
-----------------------------------------------------------------------------------------------------------------
SEGMENT DISTRIBUTION VALUE           1000 - 157.73 = 842.27               1000 - 150.24 = 849.76         1,692.03
-----------------------------------------------------------------------------------------------------------------
% change in principal due to                 -16.34%                             -15.213%
the Put Option Component
-----------------------------------------------------------------------------------------------------------------
% change in principal due to                 0.567%                               0.189%
the Charge Refund Component
-----------------------------------------------------------------------------------------------------------------
Total % change in Segment                   -15.773%                             -15.024%
Account Value due to the EDA
-----------------------------------------------------------------------------------------------------------------


                                     II-2

            APPENDIX II: MSO EARLY DISTRIBUTION ADJUSTMENT EXAMPLES






EXAMPLE IV - THE INDEX IS UP 40% AT THE TIME OF THE EARLY DISTRIBUTION
ADJUSTMENT



----------------------------------------------------------------------------------------------------------------------
 CHANGE IN INDEX VALUE                         40%                                  40%                    TOTAL
----------------------------------------------------------------------------------------------------------------------
                                                                                                
Put Option Factor                           0.000140                             0.000000
----------------------------------------------------------------------------------------------------------------------
                               Put Option                           Put Option
                               Component:                           Component:
                               1000 * 0.000140 =                    1000 * .000000 =
                               0.14                                 0.00
                               Charge Refund                        Charge Refund
                               Component:                           Component:

                               1000 * 0.75 * (0.0075 /(1 - 0.0075)) 1000 * 0.25 * (0.0075 /(1 - 0.0075))
                               = 5.67                               = 1.89
                               Total EDA:                           Total EDA:
                               0.14 - 5.67 = -5.53                  0.00 - 1.89 = - 1.89
Early Distribution Adjustment                                                                              -7.42
----------------------------------------------------------------------------------------------------------------------
SEGMENT DISTRIBUTION VALUE              1000 - (-5.53) =                     1000 - (-1.89) =
                                             1005.53                              1001.89                 2,007.42
----------------------------------------------------------------------------------------------------------------------
% change in principal due to
the Put Option Component                     -0.014%                                0%
----------------------------------------------------------------------------------------------------------------------
% change in principal due to
the Charge Refund Component                  0.567%                               0.189%
----------------------------------------------------------------------------------------------------------------------
Total % change in Segment
Account Value due to the EDA                 0.553%                               0.189%
----------------------------------------------------------------------------------------------------------------------

(1)Early Distribution Adjustment = (Segment Account Value) x [ (Put Option
   Factor) - (Number of days between Valuation Date and Maturity Date) /(
   Number of days between Start Date and Maturity Date) x ( 0.0075 / (1 -
   0.0075) )]. The denominator of the charge refund component of this formula,
   I.E. , "(1-0.0075)," is an adjustment that is necessary in order for the pro
   rata refund of the Variable Index Benefit Charge to be based on the gross
   amount on which that charge was paid by the policy owner on the Segment
   Start Date.
(2)Segment Distribution Value = (Segment Account Value) - (Early Distribution
   Adjustment).
(3)Derivation of Put Option Factor: In practice, the Put Option Factor will be
   calculated based on a Black Scholes model, with input values which are
   consistent with current market prices. We will utilize implied volatility
   quotes - the standard measure used by the market to quote option prices - as
   an input to a Black Scholes model in order to derive the estimated market
   prices. The input values to the Black Scholes model that have been utilized
   to generate the hypothetical examples above are as follows: (1) Implied
   volatility - 25%; (2) Libor rate corresponding to remainder of segment term
   - 1.09% annually; (3) Index dividend yield - 2% annually.

B. EXAMPLE OF AN EARLY DISTRIBUTION ADJUSTMENT CORRESPONDING TO A LOAN
   ALLOCATED TO SEGMENTS, FOR THE SEGMENT DISTRIBUTION VALUES AND SEGMENT
   ACCOUNT VALUES LISTED ABOVE FOR A CHANGE IN INDEX VALUE OF -40%

This example is meant to show the effect on a policy if, rather than a full
distribution, you took a loan in the circumstances outlined in Example III
above when the Index is down 40%. Thus the policy owner is assumed to have an
initial Segment Account Value of 1,000 in each of Segment 1 and Segment 2. It
is also assumed that 9 months remain until Segment 1's maturity date and 3
months remain until Segment 2's maturity date.

Loan Amount: 750
Loan Date: 3rd Friday of October, Calendar Year Y

Explanation of formulas is provided in notes (a) - (d) below.

THE INDEX IS DOWN 40% AT THE TIME OF THE EARLY DISTRIBUTION ADJUSTMENT



----------------------------------------------------------------------------------------------
 CHANGE IN INDEX VALUE                             -40%                 -40%           TOTAL
----------------------------------------------------------------------------------------------
                                                                             
Segment Account Value before Loan                1,000.00             1,000.00        2,000.00
----------------------------------------------------------------------------------------------
Loan Allocation/(a)/                              373.34               376.66          750.00
----------------------------------------------------------------------------------------------
Early Distribution Adjustment/(b)/                 69.91                66.59          136.55
----------------------------------------------------------------------------------------------
Segment Account Value after Loan/(c)/             556.73               556.72         1,113.45
----------------------------------------------------------------------------------------------
Segment Distribution Value after Loan/(d)/        468.93               473.10          942.03
----------------------------------------------------------------------------------------------

(a)When more than one Segment is being used, we would allocate the loan between
   the Segments proportionately to the Segment Distribution Value in each. We
   take the Segment Distribution Value of each Segment (shown in Example III
   above) and divide it by the total Segment Distribution Values for Segments 1
   and 2. This gives us the proportionate amount of the loan that should be
   allocated to each Segment. For example, for Segment 1, that would be 750 x
   (842.27/1,692.03) = 373.34.

                                     II-3

            APPENDIX II: MSO EARLY DISTRIBUTION ADJUSTMENT EXAMPLES






(b)This is the Early Distribution Adjustment that would be deducted from each
   Segment, as a result of the loan, based on the amount of the loan that is
   allocated to that Segment. It is equal to a percentage of the Early
   Distribution Adjustment that would apply if a full distribution from the
   Segment were being made, rather than only a partial distribution. This
   percentage would be 44.32545% for Segment 1 in this example: i.e., 373.34
   (the amount of reduction in Segment Distribution Value as a result of the
   loan) divided by 842.27 (the Segment Distribution Value before the loan).
   Thus, the Early Distribution Adjustment that is deducted for Segment 1 due
   to the loan in this example would be 69.91 (i.e., 44.32545% of the 157.73
   Early Distribution adjustment shown in Example III above that would apply if
   a full rather than only a partial distribution from the Segment were being
   made). Of this 69.91, 72.43 would be attributable to the Put Option
   Component and -2.51 would be attributable to the Charge Refund Component
   (which are calculated by applying 44.32545% to the 163.40 Put Option
   Component and the 5.67 Charge Refund Component shown in Example III).
   Similarly, the Early Distribution Adjustment deducted as a result of the
   loan from Segment 2 would be 66.59, of which 67.43 would be attributable to
   the Put Option Component and -0.84 would be attributable to the Charge
   Refund Component.
(c)The Segment Account Value after Loan represents the Segment Account Value
   before Loan minus the Loan Allocation and the Early Distribution Adjustment.
   For example, for Segment 1, that would be 1,000 - 373.34 - 69.93 = 556.73.
(d)Segment Distribution Value after Loan represents the amount a policy owner
   would receive from a Segment if they decided to surrender their policy
   immediately after this loan transaction. We would take the pre-loan Segment
   Distribution Value (shown in Example III above) and subtract the Loan
   Allocation. For example, for Segment 1, that would be 842.27 - 373.34 =
   468.93.

                                     II-4

            APPENDIX II: MSO EARLY DISTRIBUTION ADJUSTMENT EXAMPLES





Appendix III: Calculating the alternate death benefit

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

USING THE GUIDELINE PREMIUM TEST:

The following examples demonstrate how we calculate the death benefit under
Option A and Option B. The examples show an insured under two policies with the
same face amount, but account values vary as shown. We assume that each insured
is age 65 at the time of death and that there is no outstanding debt. We also
assume that the owner selected the guideline premium test. Policy 1 shows what
the death benefit would be for a policy with low account value. Policy 2 shows
what the death benefit would be for a policy with a higher account value.

The alternate death benefit is equal to the policy account value times the
death benefit percentage. If the account value in your policy is high enough,
relative to the face amount, the life insurance benefit will automatically be
greater than the Option A or Option B death benefit you have selected. In the
example below, the alternate death benefit for Policy 1 is $42,000 ($35,000 x
120%) and the alternate death benefit for Policy 2 is $102,000 ($85,000 x
120%). The basic death benefit under Option A is equal to the face amount
($100,000) on the date of death. If the owner of Policy 1 elected Option A, the
death benefit would equal the face amount, since the alternate death benefit
amount ($42,000) is less than the face amount ($100,000). If the owner of
Policy 2 elected Option A, the death benefit would be the alternate death
benefit ($102,000), since the alternate death benefit ($102,000) is greater
than the face amount ($100,000). The basic death benefit under Option B is
equal to the face amount plus the policy account value on the date of death.
Based on the example below, the basic death benefit under Option B is greater
than the alternate death benefit for both Policy 1 (since $135,000 is greater
than $42,000) and Policy 2 (since $185,000 is greater than $102,000).



          ------------------------------------------------------------
                                                     POLICY 1 POLICY 2
          ------------------------------------------------------------
                                                        
          Face Amount                                $100,000 $100,000
          Policy Account Value on the Date of Death  $ 35,000 $ 85,000

          Death Benefit Percentage                       120%     120%
          Death Benefit under Option A               $100,000 $102,000

          Death Benefit under Option B               $135,000 $185,000
          ------------------------------------------------------------


USING THE CASH VALUE ACCUMULATION TEST:

The following examples demonstrate how we calculate the death benefit under
Option A and Option B. The examples show an insured under two policies with the
same face amount, but account values vary as shown. We assume that each insured
is age 65 at the time of death, is a male preferred non-tobacco user, and that
there is no outstanding debt. We also assume that the owner selected the cash
value accumulation test. Policy 1 shows what the death benefit would be for a
policy with a low account value. Policy 2 shows what the death benefit would be
for a policy with a higher account value.

The alternate death benefit is equal to the policy account value times a death
benefit percentage which will be specified in your policy, and which varies
based upon the insured's attained age, sex and risk class. If the account value
in your policy is high enough, relative to the face amount, the life insurance
benefit will automatically be greater than the Option A or Option B death
benefit you have selected. In the example below, the alternate death benefit
for Policy 1 is $64,995 ($35,000 x 185.7%) and the alternate death benefit for
Policy 2 is $157,845 ($85,000 x 185.7%). The basic death benefit under Option A
is equal to the face amount on ($100,000) the date of death. If the owner of
Policy 1 elected Option A, the death benefit would equal the face amount, since
the alternate death benefit amount ($64,995) is less than the face amount
($100,000). If the owner of Policy 2 elected Option A, the death benefit would
be the alternate death benefit ($102,000), since the alternate death benefit
($157,845) is greater than the face amount ($100,000). The basic death benefit
under Option B is equal to the face amount plus the policy account value on the
date of death. Based on the example below, the basic death benefit under Option
B is greater than the alternate death benefit for both Policy 1 (since $135,000
is greater than $64,995) and Policy 2 (since $185,000 is greater than $157,845).



          ------------------------------------------------------------
                                                     POLICY 1 POLICY 2
          ------------------------------------------------------------
                                                        
          Face Amount                                $100,000 $100,000
          Policy Account Value on the Date of Death  $ 35,000 $ 85,000

          Death Benefit Percentage                     185.7%   185.7%

          Death Benefit under Option A               $100,000 $157,845

          Death Benefit under Option B               $135,000 $185,000
          ------------------------------------------------------------


                                     III-1

             APPENDIX III: CALCULATING THE ALTERNATE DEATH BENEFIT





Appendix IV: Policy variations

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

You should note that your policy's options, features and charges may vary from
what is described in this prospectus depending on the approximate date on which
your purchased your policy. You may not be able to change your policy or its
features after issue. This Appendix reflects policy variations that differ from
what is described in this prospectus but may have been in effect at the time
your policy was issued. If you purchased your policy during the "Approximate
Time Period" below, the noted variation may apply to you. Your policy may have
been available in your state past the approximate end date indicated below.

For more information about particular options, features and charges available
under your policy based on when you purchased it, please contact your financial
professional and/or refer to your policy.

-----------------------------------------------------------------------------
 APPROXIMATE TIME PERIOD  FEATURE                   VARIATION
-----------------------------------------------------------------------------

November 18, 2013 to      Guaranteed interest       AXA Equitable will not
present                   option ("GIO") limitation exercise its right to
                                                    limit the amounts that
                                                    may be allocated and or
                                                    transferred to the
                                                    guaranteed interest
                                                    option ("policy
                                                    guaranteed interest
                                                    option limitation"). All
                                                    references to the policy
                                                    guaranteed interest
                                                    option limitation in
                                                    this prospectus, and/or
                                                    in your policy and/or in
                                                    the endorsements to your
                                                    policy, are not
                                                    applicable.
-----------------------------------------------------------------------------
June 28, 2010-November    Guaranteed interest       Any implementation by
18, 2013                  option ("GIO") limitation AXA Equitable on
                                                    limiting the amounts
                                                    that may be allocated
                                                    and/or transferred to
                                                    the guaranteed interest
                                                    option ("policy
                                                    guaranteed interest
                                                    option limitation") is
                                                    not applicable.
-----------------------------------------------------------------------------
June 28, 2010-January     Long Term Care            Benefits received under
31, 2014                  Services/SM/ Rider        this rider are intended
CALIFORNIA                                          to be treated, for
                                                    Federal income tax
                                                    purposes, as accelerated
                                                    death benefits under
                                                    section 101(g) of the
                                                    Code on the life of a
                                                    chronically ill insured
                                                    person receiving
                                                    qualified long-term care
                                                    services within the
                                                    meaning of section 7702B
                                                    of the Code. It is not
                                                    intended to be a
                                                    qualified long-term care
                                                    insurance contract under
                                                    section 7702B(b) of the
                                                    Internal Revenue Code.
                                                    Charges for this benefit
                                                    will generally be
                                                    treated as distributions
                                                    from the policy for
                                                    federal income tax
                                                    purposes.
-----------------------------------------------------------------------------
June 28, 2010-February    Long Term Care            (Rider Form No. R06-90CT)
14, 2013 and July 22,     Services/SM/ Rider
2013-February 16, 2014
CONNECTICUT               See "Long Term Care       The Long Term Care
                          Services/SM/ Rider"       Services/SM/ Rider is
                          under "Other benefits     available for issue ages
                          you can add by rider" in  20-70. Different monthly
                          "More information about   charge amounts and rules
                          policy features and       will apply.
                          benefits"
                                                    The long-term care
                                                    specified amount for
                                                    this rider is as follows:

                                                    We will pay up to the
                                                    long-term care specified
                                                    amount for qualified
                                                    long-term care services
                                                    for the insured person
                                                    for the duration of a
                                                    period of coverage. The
                                                    initial long-term care
                                                    specified amount is
                                                    equal to the face amount
                                                    of the base policy at
                                                    issue. This amount may
                                                    change due to subsequent
                                                    policy transactions and
                                                    will be reduced at the
                                                    end of a period of
                                                    coverage to reflect
                                                    benefits paid during
                                                    that period of coverage.
                                                    Any request for a
                                                    decrease in the policy
                                                    face amount will reduce
                                                    the current long-term
                                                    care specified amount to
                                                    an
-----------------------------------------------------------------------------

                                     IV-1

                        APPENDIX IV: POLICY VARIATIONS






-----------------------------------------------------------------------------
 APPROXIMATE TIME PERIOD  FEATURE                   VARIATION
-----------------------------------------------------------------------------
CONNECTICUT (CONTINUED)                             amount equal to the
                                                    lesser of: (a) the new
                                                    policy face amount; or
                                                    (b) the long-term care
                                                    specified amount
                                                    immediately prior to the
                                                    face amount decrease.
                                                    Any partial withdrawal
                                                    will reduce the current
                                                    long-term care specified
                                                    amount by the amount of
                                                    the withdrawal, but not
                                                    to less than the policy
                                                    account value minus the
                                                    withdrawal. The maximum
                                                    monthly benefit in
                                                    either case will then be
                                                    equal to the new
                                                    long-term care specified
                                                    amount multiplied by the
                                                    benefit percentage.
                                                    The maximum monthly
                                                    benefit is equal to the
                                                    long-term care specified
                                                    amount multiplied by the
                                                    benefit percentage you
                                                    have selected. This
                                                    amount may change due to
                                                    subsequent policy
                                                    transactions.

                                                    The maximum monthly
                                                    payment limitation for
                                                    this rider is as follows:

                                                    Each month, the monthly
                                                    benefit payment (a
                                                    portion of which will be
                                                    applied to repay any
                                                    outstanding policy loan)
                                                    for qualified long term
                                                    care services for the
                                                    insured person is the
                                                    lesser of:

                                                    1. the maximum monthly
                                                    benefit (or lesser
                                                    amount as requested,
                                                    however, this may not be
                                                    less than $500); or

                                                    2. the monthly
                                                    equivalent of 200% of
                                                    the per day limit
                                                    allowed by the Health
                                                    Insurance Portability
                                                    and Accountability Act
                                                    or "HIPAA" (We reserve
                                                    the right to increase
                                                    this percentage.) To
                                                    find out the current per
                                                    day limit allowed by
                                                    HIPAA, go to
                                                    www.irs.gov. We may also
                                                    include this information
                                                    in your policy's annual
                                                    report.

                                                    For purposes of
                                                    determining the maximum
                                                    monthly benefit, the
                                                    benefit percentage
                                                    options are 1% or 2% for
                                                    issue ages 20-70 and 3%
                                                    for issue ages 20-55.

                                                    Benefits are payable
                                                    once we receive: 1) a
                                                    written certification
                                                    from a U.S. licensed
                                                    health care practitioner
                                                    that the insured person
                                                    is a chronically ill
                                                    individual who is
                                                    receiving qualified
                                                    long-term care services
                                                    in accordance with a
                                                    plan of care and will
                                                    require continuous care
                                                    for the rest of his or
                                                    her life; 2) proof that
                                                    the "elimination
                                                    period," as discussed
                                                    below, has been
                                                    satisfied; and 3)
                                                    written notice of claim
                                                    and proof of loss in a
                                                    form satisfactory to us.
                                                    In order to continue
                                                    monthly benefit
                                                    payments, we require
                                                    recertification by a
                                                    U.S. licensed health
                                                    care practitioner every
                                                    twelve months from the
                                                    date of the initial or
                                                    subsequent certification
                                                    that the insured is
                                                    still a chronically ill
                                                    individual receiving
                                                    qualified
-----------------------------------------------------------------------------

                                     IV-2

                        APPENDIX IV: POLICY VARIATIONS






-----------------------------------------------------------------------------
 APPROXIMATE TIME PERIOD  FEATURE                   VARIATION
-----------------------------------------------------------------------------
CONNECTICUT (CONTINUED)                             long-term care services
                                                    in accordance with a
                                                    plan of care and will
                                                    require continuous care
                                                    for the remainder of his
                                                    or her life. Otherwise,
                                                    unless earlier
                                                    terminated due to a
                                                    change in the status of
                                                    the insured, benefit
                                                    payments will terminate
                                                    at the end of the twelve
                                                    month period. This rider
                                                    may not cover all of the
                                                    costs associated with
                                                    long-term care services
                                                    during the insured
                                                    person's period of
                                                    coverage.

                                                    The following
                                                    information replaces the
                                                    "Elimination Period"
                                                    subsection in this
                                                    section.

                                                    .   Elimination period.
                                                        The Long-Term Care
                                                        Services/SM/ Rider
                                                        has an elimination
                                                        period that is the
                                                        required period of
                                                        time while the rider
                                                        is in force that
                                                        must elapse before
                                                        any benefit is
                                                        available to the
                                                        insured person under
                                                        this rider. The
                                                        elimination period
                                                        is 90 days,
                                                        beginning on the
                                                        first day of any
                                                        qualified long term
                                                        care services that
                                                        are provided to the
                                                        insured person.
                                                        Generally, benefits
                                                        under this rider
                                                        will not be paid
                                                        until the
                                                        elimination period
                                                        is satisfied; and
                                                        benefits will not be
                                                        retroactively paid
                                                        for the elimination
                                                        period. The 90 days
                                                        do not have to be
                                                        continuous, but the
                                                        elimination period
                                                        must be satisfied
                                                        within a consecutive
                                                        period of 24 months
                                                        starting with the
                                                        month in which such
                                                        services are first
                                                        provided. If the
                                                        elimination period
                                                        is not satisfied
                                                        within this time
                                                        period, you must
                                                        submit a new claim
                                                        for benefits under
                                                        this rider. This
                                                        means that a new
                                                        elimination period
                                                        of 90 days must be
                                                        satisfied within a
                                                        new 24 month period.
                                                        The elimination
                                                        period must be
                                                        satisfied only once
                                                        while this rider is
                                                        in effect.

                                                    The Nonforfeiture
                                                    benefit is not available.

                                                    The Maximum total
                                                    benefit is not
                                                    applicable.

                                                    The Acceleration
                                                    percentage concept is
                                                    not applicable.

                                                    Death benefit option
                                                    changes are not
                                                    permitted.

                                                    The "Extension of
                                                    Benefits" feature is not
                                                    available.

                          See "Tax treatment of     The tax information for
                          living benefits rider or  the Long-Term Care
                          Long Term Care            Services/SM/ Rider below
                          Services/TM/ Rider under  replaces, in its
                          a policy with the         entirety, the tax
                          applicable rider" in      information in this
                          "Tax Information"         section:

                                                    Benefits received under
                                                    the Long Term Care
                                                    Services/SM/ Rider are
                                                    intended to be treated,
                                                    for Federal income tax
                                                    purposes, as accelerated
                                                    death benefits under
                                                    section 101(g) of the
                                                    Code on the life of a
                                                    chronically ill insured
                                                    person receiving
                                                    qualified long-term care
                                                    services within the
                                                    meaning of section 7702B
                                                    of the Code. The
                                                    benefits are intended to
-----------------------------------------------------------------------------

                                     IV-3

                        APPENDIX IV: POLICY VARIATIONS






-----------------------------------------------------------------------------
 APPROXIMATE TIME PERIOD  FEATURE                   VARIATION
-----------------------------------------------------------------------------
CONNECTICUT (CONTINUED)                             qualify for exclusion
                                                    from income subject to
                                                    the limitations of the
                                                    Code with respect to a
                                                    particular insured
                                                    person. Receipt of these
                                                    benefits may be taxable.
                                                    Generally income
                                                    exclusion for all
                                                    payments from all
                                                    sources with respect to
                                                    an insured person will
                                                    be limited to the higher
                                                    of the Health Insurance
                                                    Portability and
                                                    Accountability Act
                                                    ("HIPAA") per day limit
                                                    or actual costs incurred
                                                    by the taxpayer on
                                                    behalf of the insured
                                                    person.

                                                    Charges for the Long
                                                    Term Care Services/SM/
                                                    Rider may be considered
                                                    distributions for income
                                                    tax purposes, and may be
                                                    taxable to the owner to
                                                    the extent not
                                                    considered a nontaxable
                                                    return of premiums paid
                                                    for the life insurance
                                                    policy. See above for
                                                    tax treatment of
                                                    distributions to you.
                                                    Charges for the Long
                                                    Term Care Services/SM/
                                                    Rider are generally not
                                                    considered deductible
                                                    for income tax purposes.
                                                    The Long Term Care
                                                    Services/SM/ Rider is
                                                    not intended to be a
                                                    qualified long-term care
                                                    insurance contract under
                                                    section 7702B(b) of the
                                                    Code.

                                                    Any adjustments made to
                                                    your policy death
                                                    benefit, face amount and
                                                    other values as a result
                                                    of Long Term Care
                                                    Services/SM/ Rider
                                                    benefits paid will also
                                                    generally cause us to
                                                    make adjustments with
                                                    respect to your policy
                                                    under federal income tax
                                                    rules for testing
                                                    premiums paid, your tax
                                                    basis in your policy,
                                                    your overall premium
                                                    limits and the seven-pay
                                                    period and seven-pay
                                                    limit for testing
                                                    modified endowment
                                                    contract status.
-----------------------------------------------------------------------------
February 15,              Long Term Care            Rider Form No. R12-10CT
2013-July 21, 2013        Services/SM/ Rider
CONNECTICUT                                         In Connecticut, we refer
                                                    to this rider as the
                                                    "LONG-TERM CARE BENEFITS
                                                    RIDER".

                          See "Long-Term Care       The following
                          Services/SM/ Rider"       information replaces
                          under "Other benefits     first three paragraphs
                          you can add by rider" in  in this section.
                          "More information about
                          policy features and
                          benefits"
                                                    The rider provides for
                                                    the acceleration of all
                                                    or part of the policy
                                                    death benefit as a
                                                    payment of a portion of
                                                    the policy's death
                                                    benefit each month as a
                                                    result of the insured
                                                    person being a
                                                    chronically ill
                                                    individual who is
                                                    receiving qualified
                                                    long-term care services
                                                    in accordance with a
                                                    plan of care and who
                                                    will require continuous
                                                    care for the remainder
                                                    of his or her life.
                                                    Benefits accelerated
                                                    under this rider will be
                                                    treated as a lien
                                                    against the policy death
                                                    benefit unless benefits
                                                    are being paid under the
                                                    optional Nonforfeiture
                                                    Benefit. While this
                                                    rider is in force and
                                                    before any continuation
                                                    of coverage under the
                                                    optional Nonforfeiture
                                                    Benefit, if elected,
                                                    policy face amount
                                                    increases and death
                                                    benefit option changes
                                                    from Option A to Option
                                                    B are not permitted. For
                                                    a more complete
                                                    description of the terms
                                                    used in this section and
                                                    conditions of this
                                                    rider, please consult
                                                    your policy rider form.
-----------------------------------------------------------------------------

                                     IV-4

                        APPENDIX IV: POLICY VARIATIONS






-----------------------------------------------------------------------------
 APPROXIMATE TIME PERIOD  FEATURE                   VARIATION
-----------------------------------------------------------------------------
CONNECTICUT                                         An individual qualifies
(CONTINUED)                                         as "chronically ill" if
                                                    they have been certified
                                                    by a licensed health
                                                    care practitioner as
                                                    being expected to
                                                    require lifetime
                                                    confinement in a
                                                    long-term care facility
                                                    due to injury or
                                                    sickness; or requiring
                                                    substantial supervision
                                                    to protect such
                                                    individual from threats
                                                    to health and safety due
                                                    to cognitive impairment.

                                                    "Qualified long-term
                                                    care services" means
                                                    necessary diagnostic,
                                                    preventive, therapeutic,
                                                    curing, mitigating, and
                                                    rehabilitative services
                                                    that are required by a
                                                    chronically ill
                                                    individual and provided
                                                    in accordance with a
                                                    plan of care prescribed
                                                    by a U.S. licensed
                                                    health care
                                                    practitioner. Qualified
                                                    long-term care services
                                                    do not include home
                                                    health care services.

                                                    Benefits are payable
                                                    once we receive: 1) a
                                                    written certification
                                                    from a U.S. licensed
                                                    health care practitioner
                                                    that the insured person
                                                    is a chronically ill
                                                    individual who is
                                                    receiving qualified
                                                    long-term care services
                                                    in accordance with a
                                                    plan of care and will
                                                    require continuous care
                                                    for the rest of his or
                                                    her life; 2) proof that
                                                    the "elimination
                                                    period," as discussed
                                                    below, has been
                                                    satisfied; and 3)
                                                    written notice of claim
                                                    and proof of loss in a
                                                    form satisfactory to us.
                                                    In order to continue
                                                    monthly benefit
                                                    payments, we require
                                                    recertification by a
                                                    U.S. licensed health
                                                    care practitioner every
                                                    twelve months from the
                                                    date of the initial or
                                                    subsequent certification
                                                    that the insured person
                                                    is still a chronically
                                                    ill individual receiving
                                                    qualified long-term care
                                                    services in accordance
                                                    with a plan of care and
                                                    will require continuous
                                                    care for the remainder
                                                    of his or her life.
                                                    Otherwise, unless
                                                    earlier terminated due
                                                    to a change in status of
                                                    the insured or payout of
                                                    the maximum total
                                                    benefit amount, benefit
                                                    payments will terminate
                                                    at the end of the twelve
                                                    month period. This rider
                                                    may not cover all of the
                                                    costs associated with
                                                    long-term care services
                                                    during the insured
                                                    person's period of
                                                    coverage.
                                                    The "Extension of
                                                    Benefits" feature is not
                                                    available.

                                                    Also see "Long-Term Care
                                                    Services/SM/ Rider"
                                                    policy variations that
                                                    may apply in Appendices
                                                    IV and V.

                                                    The following
                                                    information replaces the
                                                    "Elimination Period"
                                                    subsection in this
                                                    section.

                                                    .   ELIMINATION PERIOD.
                                                        The Long-Term Care
                                                        Benefits Rider has
                                                        an elimination
                                                        period that is the
                                                        required period of
                                                        time while the rider
                                                        is in force that
                                                        must elapse before
                                                        any benefit is
                                                        available to the
                                                        insured person under
                                                        this rider. The
-----------------------------------------------------------------------------

                                     IV-5

                        APPENDIX IV: POLICY VARIATIONS






-------------------------------------------------------------------------------
 APPROXIMATE TIME PERIOD  FEATURE                   VARIATION
-------------------------------------------------------------------------------
CONNECTICUT                                            elimination period is
(CONTINUED)                                            90 days, beginning on
                                                       the first day of any
                                                       qualified long- term
                                                       care services that
                                                       are provided to the
                                                       insured person.
                                                       Generally, benefits
                                                       under this rider will
                                                       not be paid until the
                                                       elimination period is
                                                       satisfied, and
                                                       benefits will not be
                                                       retroactively paid
                                                       for the elimination
                                                       period. The 90 days
                                                       do not have to be
                                                       continuous, but the
                                                       elimination period
                                                       must be satisfied
                                                       within a consecutive
                                                       period of 24 months
                                                       starting with the
                                                       month in which such
                                                       services are first
                                                       provided. If the
                                                       elimination period is
                                                       not satisfied within
                                                       this time period, you
                                                       must submit a new
                                                       claim for benefits
                                                       under this rider.
                                                       This means that a new
                                                       elimination period of
                                                       90 days must be
                                                       satisfied within a
                                                       new 24 month period.
                                                       The elimination
                                                       period must be
                                                       satisfied only once
                                                       while this rider is
                                                       in effect.
-------------------------------------------------------------------------------
June 28,                  Long Term Care            Rider Form No. R11-80NY
2010-October 20, 2013     Services/SM/ Rider        (9/20/11-10/20/13)
NEW YORK
                                                    Rider Form No. R06-90NY
                                                    (6/28/10-9/20/11)

                          See "Long-Term Care       The maximum monthly
                          Services/SM/ Rider"       payment limitation for
                          under "Other benefits     this rider is as follows:
                          you can add by rider" in
                          "More information about
                          policy features and
                          benefits"
                                                    Each month, the monthly
                                                    benefit payment (a
                                                    portion of which will be
                                                    applied to repay any
                                                    outstanding policy loan)
                                                    for qualified long-term
                                                    care services for the
                                                    insured person is the
                                                    lesser of:

                                                    1. the maximum monthly
                                                       benefit (or lesser
                                                       amount as requested,
                                                       however, this may not
                                                       be less than $500); or
                                                    2. the monthly
                                                       equivalent of 100% of
                                                       the per day limit
                                                       allowed by the Health
                                                       Insurance Portability
                                                       and Accountability
                                                       Act or "HIPAA" (We
                                                       reserve the right to
                                                       increase this
                                                       percentage.) To find
                                                       out the current per
                                                       day limit allowed by
                                                       HIPAA, go to
                                                       www.irs.gov. We may
                                                       also include this
                                                       information in your
                                                       policy's annual
                                                       report.

                                                    Benefits are payable
                                                    once we receive: 1) a
                                                    written certification
                                                    from a U.S. licensed
                                                    health care practitioner
                                                    that the insured person
                                                    is a chronically ill
                                                    individual who is
                                                    receiving qualified
                                                    long-term care services
                                                    in accordance with a
                                                    plan of care and will
                                                    require continuous care
                                                    for the rest of his or
                                                    her life; 2) proof that
                                                    the "elimination
                                                    period," as discussed
                                                    below, has been
                                                    satisfied; and 3)
                                                    written notice of claim
                                                    and proof of loss in a
                                                    form satisfactory to us.
                                                    In order to continue
                                                    monthly benefit
                                                    payments, we require
                                                    recertification by a
                                                    U.S. licensed health
                                                    care practitioner every
                                                    twelve months from the
                                                    date of the initial or
                                                    subsequent certification
                                                    that the insured is
                                                    still a chronically ill
                                                    individual receiving
                                                    qualified
-------------------------------------------------------------------------------

                                     IV-6

                        APPENDIX IV: POLICY VARIATIONS






-------------------------------------------------------------------------------
 APPROXIMATE TIME PERIOD  FEATURE                   VARIATION
-------------------------------------------------------------------------------
NEW YORK                                            long-term care services
(CONTINUED)                                         in accordance with a
                                                    plan of care and will
                                                    require continuous care
                                                    for the remainder of his
                                                    or her life. Otherwise,
                                                    unless earlier
                                                    terminated due to a
                                                    change in the status of
                                                    the insured or payout of
                                                    the maximum total
                                                    benefit amount, benefit
                                                    payments will terminate
                                                    at the end of the twelve
                                                    month period. This rider
                                                    may not cover all of the
                                                    costs associated with
                                                    long-term care services
                                                    during the insured
                                                    person's period of
                                                    coverage.

                                                    The following
                                                    information replaces the
                                                    "Elimination Period"
                                                    subsection in this
                                                    section.

                                                    .   ELIMINATION PERIOD.
                                                        The Long-Term care
                                                        Benefits Rider has
                                                        an elimination
                                                        period that is the
                                                        required period of
                                                        time while the rider
                                                        is in force that
                                                        must elapse before
                                                        any benefit is
                                                        available to the
                                                        insured person under
                                                        this rider. The
                                                        elimination period
                                                        is 90 days,
                                                        beginning on the
                                                        first day of any
                                                        qualified long- term
                                                        care services that
                                                        are provided to the
                                                        insured person.
                                                        Generally, benefits
                                                        under this rider
                                                        will not be paid
                                                        until the
                                                        elimination period
                                                        is satisfied;
                                                        however, benefits
                                                        will be
                                                        retroactively paid
                                                        for the elimination
                                                        period. The 90 days
                                                        do not have to be
                                                        continuous, but the
                                                        elimination period
                                                        must be satisfied
                                                        within a consecutive
                                                        period of 24 months
                                                        starting with the
                                                        month in which such
                                                        services are first
                                                        provided. If the
                                                        elimination period
                                                        is not satisfied
                                                        within this time
                                                        period, you must
                                                        submit a new claim
                                                        for benefits under
                                                        this rider. This
                                                        means that a new
                                                        elimination
                                                       period of 90 days
                                                       must be satisfied
                                                       within a new 24 month
                                                       period. The
                                                       elimination period
                                                       must be satisfied
                                                       only once while this
                                                       rider is in effect.

                                                    Benefits received under
                                                    this rider are intended
                                                    to be treated, for
                                                    Federal income tax
                                                    purposes, as accelerated
                                                    death benefits under
                                                    section 101(g) of the
                                                    Code on the life of a
                                                    chronically ill insured
                                                    person receiving
                                                    qualified long-term care
                                                    services within the
                                                    meaning of section 7702B
                                                    of the Code. It is not
                                                    intended to be a
                                                    qualified long-term care
                                                    insurance contract under
                                                    section 7702B(b) of the
                                                    Internal Revenue Code.
                                                    Charges for this benefit
                                                    will generally be
                                                    treated as distributions
                                                    from the policy for
                                                    federal income tax
                                                    purposes.
-------------------------------------------------------------------------------

                                     IV-7

                        APPENDIX IV: POLICY VARIATIONS





-----------------------------------------------------------------------------
 APPROXIMATE TIME PERIOD  FEATURE                   VARIATION
-----------------------------------------------------------------------------
NEW YORK                                            The Nonforfeiture
(CONTINUED)                                         benefit is not available.
                                                    The Maximum total
                                                    benefit is not
                                                    applicable.
                                                    The Acceleration
                                                    percentage concept is
                                                    not applicable.

                                                    Death benefit option
                                                    changes are not
                                                    permitted.
                                                    The "Extension of
                                                    Benefits" feature is not
                                                    available.
-----------------------------------------------------------------------------
June 28, 2010-May 20,     Long-Term Care            Rider Form No. R06-90
2012                      Services/SM/ Rider

                          Long-Term Care            Charge per $1,000 of the
                          Services/SM/ Rider        amount for which we are
                          Monthly charge            at risk (our amount "at
                                                    risk" for this rider is
                                                    the long-term care
                                                    specified amount minus
                                                    your policy account
                                                    value, but not less than
                                                    zero):

                                                    Highest: $1.18
                                                    Lowest: $0.08
                                                    Representative: $0.22

                                                    This representative
                                                    amount is the rate we
                                                    guarantee for a
                                                    representative insured
                                                    male age 35 at issue in
                                                    the preferred elite
                                                    non-tobacco user risk
                                                    class. This charge
                                                    varies based on the
                                                    individual
                                                    characteristics of the
                                                    insured and may not be
                                                    representative of the
                                                    charge that you will
                                                    pay. Your financial
                                                    professional can provide
                                                    you with more
                                                    information about these
                                                    charges as they relate
                                                    to the insured's
                                                    particular
                                                    characteristics.

                          Long-Term Care Specified  Equal to the face amount
                          Amount                    of the base policy at
                                                    issue, subject to change
                                                    due to subsequent policy
                                                    transactions and will be
                                                    reduced at the end of a
                                                    period of coverage to
                                                    reflect benefits paid
                                                    during that period of
                                                    coverage.

                          The effect of a period    The total of monthly
                          of coverage on policy     benefit payments will be
                          values                    treated as a lien
                                                    against the policy death
                                                    benefit, the policy
                                                    account value and the
                                                    cash surrender value.

                          Qualified Long-Term Care  Do not include treatment
                          Services                  or care for a mental,
                                                    psychoneurotic, or
                                                    personality disorder
                                                    without evidence of
                                                    organic disease
                                                    (Alzheimer's Disease and
                                                    senile dementia are not
                                                    excluded from coverage).
-----------------------------------------------------------------------------

                                     IV-8

                        APPENDIX IV: POLICY VARIATIONS





-----------------------------------------------------------------------------
 APPROXIMATE TIME PERIOD  FEATURE                   VARIATION
-----------------------------------------------------------------------------
NEW YORK                  Change of death benefit   You may not change the
(CONTINUED)               option                    death benefit option
June 28, 2010-May 20,                               under the policy while
2012                                                the Long-Term Care
                                                    Services/SM/ Rider is in
                                                    effect.

                          Tax Qualification         LONG-TERM CARE
                                                    SERVICES/SM/ RIDER.
                                                    Benefits received under
                                                    this rider are intended
                                                    to be treated, for
                                                    Federal income tax
                                                    purposes, as accelerated
                                                    death benefits under
                                                    Section 101(g) of the
                                                    Code on the life of a
                                                    chronically ill insured
                                                    person receiving
                                                    qualified long-term care
                                                    services within the
                                                    meaning of section 7702B
                                                    of the Code. It is not
                                                    intended to be a
                                                    qualified long-term care
                                                    insurance contract under
                                                    section 7702B(b) of the
                                                    Internal Revenue Code.
                                                    Charges for this benefit
                                                    will generally be
                                                    treated as distributions
                                                    from the policy for
                                                    federal income tax
                                                    purposes.

                                                    OTHER VARIATIONS
                                                    The Nonforfeiture is not
                                                    available.

                                                    The Maximum total
                                                    benefit is not available.

                                                    Death benefit option
                                                    changes are not
                                                    permitted.
-----------------------------------------------------------------------------

June 28, 2010-May 1, 2011 Cash Value Plus Rider     This rider is no longer
                          (Rider Form No. R07-80    available for purchase.
                          or state variation)       If you elected this
                                                    rider when you purchased
                                                    your contract, your
                                                    policy had to have a
                                                    minimum face amount of
                                                    $1 million with an
                                                    initial annualized
                                                    planned periodic premium
                                                    of at least $50,000.

                                                    If this rider was
                                                    elected, there was a
                                                    one-time charge of $250
                                                    deducted in a lump sum
                                                    from the initial net
                                                    premium, after deduction
                                                    of the premium charge.

                                                    The rider will terminate
                                                    on the earliest of the
                                                    following dates: 1) The
                                                    end of the eighth policy
                                                    year; or 2) The date the
                                                    policy ends without
                                                    value at the end of the
                                                    Grace Period or
                                                    otherwise terminates.

                                                    If the policy is
                                                    surrendered in full
                                                    while the rider is in
                                                    effect, any refund of
                                                    the premium charge and
                                                    reduction in the
                                                    surrender charge will
                                                    not be subject to a
                                                    cumulative premium-based
                                                    cap on the rider
                                                    benefits.
-----------------------------------------------------------------------------

                                     IV-9

                        APPENDIX IV: POLICY VARIATIONS





Appendix V: State policy availability and/or variations of certain features and
benefits

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

The following information is a summary of the states where certain policies or
certain features and/or benefits are either not available as of the date of
this prospectus or vary from the policy's features and benefits as previously
described in this prospectus. Certain features and/or benefits may have been
approved in your state after your policy was issued and cannot be added. Please
contact your financial professional for more information about availability in
your state. See also Appendix IV earlier in this prospectus for information
about the availability of certain features under your policy.

STATES WHERE CERTAIN POLICIES FEATURES AND/OR BENEFITS ARE NOT AVAILABLE OR
VARY:



-------------------------------------------------------------------------------
 STATE      FEATURES AND BENEFITS             AVAILABILITY OR VARIATION
-------------------------------------------------------------------------------
                                        

CALIFORNIA  Long Term Care Services/SM/ Rider In California, we refer to this
                                              rider as the "Comprehensive
                                              Long-Term Care Rider" (Rider
                                              Form No. R12-10CA).

            See "Long Term Care Services/SM/  The following sentence replaces
            Rider" under "Other benefits you  the first sentence of the fourth
            can add by rider" in "More        paragraph of this section in its
            information about policy          entirety:
            features and benefits"

                                              "Benefits are payable once we
                                              receive: 1) a written
                                              certification from a U.S.
                                              licensed health care
                                              practitioner that the insured
                                              person is a chronically ill
                                              individual; 2) a plan of care
                                              prescribed by a licensed health
                                              care practitioner or a
                                              multidisciplinary team under
                                              medical direction which
                                              describes the insured person's
                                              needs and specifies the type and
                                              frequency of qualified long-term
                                              care services required by the
                                              insured person; 3) proof that
                                              the "elimination period," as
                                              discussed below, has been
                                              satisfied; and 4) written notice
                                              of claim and proof of loss in a
                                              form satisfactory to us.

                                              NONFORFEITURE BENEFIT
                                              The first two paragraphs of the
                                              "Nonforfeiture Benefit"
                                              subsection are replaced in their
                                              entirety with the following:

                                              For a higher monthly charge, you
                                              can elect the Comprehensive
                                              Long-Term Care Rider with the
                                              Nonforfeiture Benefit. The
                                              Nonforfeiture Benefit may
                                              continue coverage under the
                                              rider in a reduced benefit
                                              amount in situations where (a)
                                              the Comprehensive Long-Term Care
                                              Rider would otherwise terminate;
                                              (b) you have not already
                                              received benefits (including any
                                              loan repayments) that equal or
                                              exceed the total charges
                                              deducted for the rider; and (c)
                                              your policy and Comprehensive
                                              Long-Term Care Rider were
                                              inforce for at least four policy
                                              years.

                                              While the Nonforfeiture Benefit
                                              is in effect, all of the
                                              provisions of the Comprehensive
                                              Long-Term Care Rider remain
                                              applicable to you. The maximum
                                              total Nonforfeiture Benefit will
                                              be the greater of:

                                              (a) Three month's maximum
                                              monthly benefit and
                                              (b) The sum of all charges
                                              deducted for the Comprehensive
                                              Long-Term Care Rider (with the
                                              Nonforfeiture Benefit). This
                                              amount excludes any charges that
                                              may have previously been waived
                                              while rider benefits were being
                                              paid.

                                              Also see "Long Term Care
                                              Services/SM/ Rider" policy
                                              variations that may apply
                                              earlier in Appendix IV.
-------------------------------------------------------------------------------


                                      V-1

APPENDIX V: STATE POLICY AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES AND
                                   BENEFITS








--------------------------------------------------------------------------------
 STATE       FEATURES AND BENEFITS             AVAILABILITY OR VARIATION
--------------------------------------------------------------------------------
                                         
CONNECTICUT  Long Term Care Services/SM/ Rider In Connecticut, we refer to this
                                               rider as the "LONG-TERM CARE
                                               BENEFITS RIDER" (Rider Form
                                               R12-10CT (rev 9/13)).

             See "Long Term Care Services/SM/  THE FOLLOWING INFORMATION
             Rider" under "Other benefits you  REPLACES FIRST THREE PARAGRAPHS
             can add by rider" in "More        IN THIS SECTION:
             information about policy
             features and benefits"
                                               The rider provides for the
                                               acceleration of all or part of
                                               the policy death benefit as a
                                               payment of a portion of the
                                               policy's death benefit each
                                               month as a result of the insured
                                               person being a chronically ill
                                               individual who is receiving
                                               qualified long-term care
                                               services in accordance with a
                                               plan of care and who will
                                               require continuous care for the
                                               remainder of his or her life.
                                               Benefits accelerated under this
                                               rider will be treated as a lien
                                               against the policy death benefit
                                               unless benefits are being paid
                                               under the optional Nonforfeiture
                                               Benefit. While this rider is in
                                               force and before any
                                               continuation of coverage under
                                               the optional Nonforfeiture
                                               Benefit, if elected, policy face
                                               amount increases and death
                                               benefit option changes from
                                               Option A to Option B are not
                                               permitted.

                                               An individual qualifies as
                                               "chronically ill" if they have
                                               been certified by a licensed
                                               health care practitioner as
                                               being expected to require
                                               lifetime confinement in a
                                               long-term care facility or in a
                                               home due to injury or sickness;
                                               or requiring substantial
                                               supervision to protect such
                                               individual from threats to
                                               health and safety due to
                                               cognitive impairment.

                                               Benefits are payable once we
                                               receive: 1) a written
                                               certification from a U.S.
                                               licensed health care
                                               practitioner that the insured
                                               person is a chronically ill
                                               individual who is receiving
                                               qualified long-term care
                                               services in accordance with a
                                               plan of care and will require
                                               continuous care for the rest of
                                               his or her life; 2) proof that
                                               the "elimination period," as
                                               discussed below, has been
                                               satisfied; and 3) written notice
                                               of claim and proof of loss in a
                                               form satisfactory to us. In
                                               order to continue monthly
                                               benefit payments, we require
                                               recertification by a U.S.
                                               licensed health care
                                               practitioner every twelve months
                                               from the date of the initial or
                                               subsequent certification that
                                               the insured person is still a
                                               chronically ill individual
                                               receiving qualified long-term
                                               care services in accordance with
                                               a plan of care and will require
                                               continuous care for the
                                               remainder of his or her life.
                                               Otherwise, unless earlier
                                               terminated due to a change in
                                               status of the insured or payout
                                               of the maximum total benefit
                                               amount, benefit payments will
                                               terminate at the end of the
                                               twelve month period. This rider
                                               may not cover all of the costs
                                               associated with long-term care
                                               services during the insured
                                               person's period of coverage.

                                               For a more complete description
                                               of the terms used in this
                                               section and conditions of this
                                               rider, please consult your rider
                                               policy form.

                                               The "Extension of Benefits"
                                               feature is not available.

                                               Also see "Long Term Care
                                               Services/SM/ Rider" policy
                                               variations that may apply
                                               earlier in Appendix IV.
--------------------------------------------------------------------------------


                                      V-2

APPENDIX V: STATE POLICY AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES AND
                                   BENEFITS








------------------------------------------------------------------------------
 STATE   FEATURES AND BENEFITS             AVAILABILITY OR VARIATION
------------------------------------------------------------------------------
                                     
FLORIDA  Long Term Care Services/SM/ Rider In Florida, we refer to this
                                           rider as the "Long Term Care
                                           Insurance Rider" (Rider Form No.
                                           R12-10FL).

         See "Long Term Care Services      The monthly charge per $1,000 of
         Rider/SM/" in "Risk/benefit       the amount for which we are at
         summary: Charges and expenses     risk is as follows:
         you will pay"

                                           With the optional Nonforfeiture
                                           benefit:
                                              Highest: $1.19
                                              Lowest: $0.07
                                              Representative: $0.17

                                           Without the optional
                                           Nonforfeiture benefit:
                                              Highest: $1.19
                                              Lowest: $0.07
                                              Representative: $0.17

         See "Long Term Care Services/SM/  The following paragraph replaces
         Rider" under "Other benefits you  the second paragraph in this
         can add by rider" in "More        section in its entirety:
         information about policy
         features and benefits"

                                           An individual qualifies as
                                           "chronically ill" if they have
                                           been certified by a licensed
                                           health care practitioner as
                                           being unable to perform, without
                                           substantial assistance from
                                           another person, at least two
                                           activities of daily living for a
                                           period of at least 90 days due
                                           to a loss of functional
                                           capacity; or requiring
                                           substantial supervision for
                                           protection from threats to
                                           health and safety due to severe
                                           cognitive impairment.

                                           The following two sentences
                                           replace the final two sentences
                                           of the third paragraph of this
                                           section in their entirety:
                                           We also, at our own expense, may
                                           have the insured person examined
                                           as often as reasonably necessary
                                           while a claim is pending. This
                                           rider may not cover all of the
                                           costs associated with long-term
                                           care services which may be
                                           incurred by the buyer of this
                                           rider during the insured
                                           person's period of coverage.
                                           ELIMINATION PERIOD
                                           The "Elimination Period"
                                           subsection is replaced in its
                                           entirety with the following:

                                           .  Elimination Period. The
                                           Long-Term Care Insurance Rider
                                           has an elimination period that
                                           is the required period of time
                                           while the rider is in force that
                                           must elapse before any benefit
                                           is available to the insured
                                           person under this rider. The
                                           elimination period is 90 days,
                                           beginning on the first day of
                                           any qualified long-term care
                                           services that are provided to
                                           the insured person. Generally,
                                           benefits under this rider will
                                           not be paid until the
                                           elimination period is satisfied,
                                           and benefits will not be
                                           retroactively paid for the
                                           elimination period. The
                                           elimination period can be
                                           satisfied by any combination of
                                           days of a long-term care
                                           facility stay or days of home
                                           health care, and the days do not
                                           have to be continuous. There is
                                           no requirement that the
                                           elimination period must be
                                           satisfied within a consecutive
                                           period of 24 months starting
                                           with the month in which such
                                           services are first provided. The
                                           elimination period must be
                                           satisfied only once while this
                                           rider is in effect.
------------------------------------------------------------------------------


                                      V-3

APPENDIX V: STATE POLICY AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES AND
                                   BENEFITS








--------------------------------------------------------------------------------
 STATE       FEATURES AND BENEFITS             AVAILABILITY OR VARIATION
--------------------------------------------------------------------------------
                                         

FLORIDA      See "Long Term Care Services/SM/  PERIOD OF COVERAGE
(CONTINUED)  Rider" under "Other benefits you  The first paragraph of the
             can add by rider" in "More        "Period of coverage" subsection
             information about policy          is replaced in its entirety with
             features and benefits"            the following:

                                               .  PERIOD OF COVERAGE. The
                                               period of coverage is the period
                                               of time during which the insured
                                               receives services that are
                                               covered under the Long-Term Care
                                               Insurance Rider and for which
                                               benefits are payable. This
                                               begins on the first day covered
                                               services are received after the
                                               end of the elimination period. A
                                               period of coverage will end on
                                               the earliest of the following
                                               dates:

                                               1. the date we receive the
                                               notice of release which must be
                                               sent to us when the insured
                                               person is no longer receiving
                                               qualified long-term care
                                               services;

                                               2. the date we determine the
                                               insured person is no longer
                                               eligible to receive qualified
                                               long-term care services under
                                               this rider;

                                               3. the date you request that we
                                               terminate benefit payments under
                                               this rider;

                                               4. the date the accumulated
                                               benefit lien amount equals the
                                               maximum total benefit (or if
                                               your coverage is continued as a
                                               Nonforfeiture benefit, the date
                                               the maximum total Nonforfeiture
                                               Benefit has been paid out);

                                               5. the date you surrender the
                                               policy (except to the extent of
                                               any Nonforfeiture Benefit you
                                               may have under the rider);

                                               6. the date we make a payment
                                               under the living benefits rider
                                               (for terminal illness) if it
                                               occurs before coverage is
                                               continued as a Nonforfeiture
                                               Benefit; or

                                               7. the date of death of the
                                               insured person.

                                               PREEXISTING CONDITION
                                               No benefits will be provided
                                               under this rider during the
                                               first 180 days from the
                                               effective date of the policy for
                                               long-term care services received
                                               by the insured person due to a
                                               preexisting condition. However,
                                               each day of services received by
                                               the insured person for a
                                               preexisting condition during the
                                               first 180 days that this rider
                                               is in force will count toward
                                               satisfaction of the elimination
                                               period.

             See "Long Term Care Services/SM/  The following paragraph replaces
             Rider" under "Optional rider      the first paragraph in this
             charges" in "More information     section in its entirety:
             about certain policy charges"
                                               .  LONG-TERM CARE INSURANCE
                                               RIDER. If you choose this rider
                                               without the Nonforfeiture
                                               Benefit, on a guaranteed basis,
                                               we may deduct between $0.07 and
                                               $1.19 per $1,000 of the amount
                                               for which we are at risk under
                                               the rider from your policy
                                               account value each month. If you
                                               choose this rider with the
                                               Nonforfeiture Benefit, on a
                                               guaranteed basis, we may deduct
                                               between $0.07 and $1.19 per
                                               $1,000 of the amount for which
                                               we are at risk under the rider.
                                               We will deduct this charge until
                                               the insured reaches age 121
                                               while the rider is in effect,
                                               but not when rider benefits are
                                               being paid. The amount at risk
                                               under the rider depends on the
                                               death benefit option selected
                                               under the policy. For policies
                                               with death benefit Option A, the
                                               amount at risk for the rider is
                                               the lesser of (a) the current
                                               policy face amount, minus the
                                               policy account value (but not
                                               less than zero); and (b) the
                                               current long-term care specified
                                               amount. For policies with death
                                               benefit Option B, the amount at
                                               risk for the rider is the
                                               current long-term care specified
                                               amount. The current monthly
                                               charges for this rider may be
                                               lower than the maximum monthly
                                               charges.
--------------------------------------------------------------------------------


                                      V-4

APPENDIX V: STATE POLICY AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES AND
                                   BENEFITS








-----------------------------------------------------------------------------
 STATE    FEATURES AND BENEFITS             AVAILABILITY OR VARIATION
-----------------------------------------------------------------------------
                                      
NEW YORK  See "Long Term Care Services/SM/  The following paragraph replaces
          Rider" under "Other benefits you  the third paragraph in this
          can add by rider" in "More        section in its entirety:
          information about policy
          features and benefits"
                                            Benefits are payable once we
                                            receive: 1) a written
                                            certification from a U.S.
                                            licensed health care
                                            practitioner that the insured
                                            person is a chronically ill
                                            individual who is receiving
                                            qualified long-term care
                                            services in accordance with a
                                            plan of care and will require
                                            continuous care for the rest of
                                            his or her life; 2) proof that
                                            the "eligibility period," as
                                            discussed below, has been
                                            satisfied; and 3) written notice
                                            of claim and proof of loss in a
                                            form satisfactory to us. In
                                            order to continue monthly
                                            benefit payments, we require
                                            recertification by a U.S.
                                            licensed health care
                                            practitioner every twelve months
                                            from the date of the initial or
                                            subsequent certification that
                                            the insured is still a
                                            chronically ill individual
                                            receiving qualified long-term
                                            care services in accordance with
                                            a plan of care and will require
                                            continuous care for the
                                            remainder of his or her life.
                                            Otherwise, unless earlier
                                            terminated due to a change in
                                            the status of the insured or
                                            payout of the maximum total
                                            benefit amount, benefit payments
                                            will terminate at the end of the
                                            twelve month period. We also, at
                                            our own expense, may have the
                                            insured person examined as often
                                            as we may reasonably require
                                            during the period of coverage,
                                            but not more frequently than
                                            every 90 days. This rider may
                                            not cover all of the costs
                                            associated with long-term care
                                            services during the insured
                                            person's period of coverage.

                                            Maximum monthly payments

                                            The maximum monthly payment
                                            limitation for this rider is as
                                            follows:

                                            Each month, the monthly benefit
                                            payment (a portion of which will
                                            be applied to repay any
                                            outstanding policy loan) for
                                            qualified long term care
                                            services for the insured person
                                            is the lesser of:

                                            1. the maximum monthly benefit
                                            (or lesser amount as requested,
                                            however, this may not be less
                                            than $500); or

                                            2. the monthly equivalent of
                                            100% of the per day limit
                                            allowed by the Health Insurance
                                            Portability and Accountability
                                            Act or "HIPAA". To find out the
                                            current per day limit allowed by
                                            HIPAA, go to www.irs.gov. We may
                                            also include this information in
                                            your policy's annual report.

                                            At issue, the maximum monthly
                                            benefit is equal to the long
                                            term care specified amount
                                            multiplied by the benefit
                                            percentage selected. After that,
                                            the maximum monthly benefit is
                                            equal to the maximum total
                                            benefit as of the first day of
                                            the period of coverage
                                            multiplied by the benefit
                                            percentage selected, and will
                                            not change thereafter.

                                            ELIMINATION PERIOD
                                            The "Elimination Period"
                                            subsection is renamed
                                            "Eligibility Period".
                                            Accordingly, all references to
                                            the "elimination period" are
                                            replaced with references to the
                                            "eligibility period". Once the
                                            eligibility period has been
                                            satisfied, benefits will be
                                            retroactively paid for the
                                            eligibility period.

                                            PERIOD OF COVERAGE
                                            The first paragraph of the
                                            "Period of coverage" subsection
                                            is replaced in its entirety with
                                            the following:
-----------------------------------------------------------------------------


                                      V-5

APPENDIX V: STATE POLICY AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES AND
                                   BENEFITS








--------------------------------------------------------------------------------
 STATE       FEATURES AND BENEFITS             AVAILABILITY OR VARIATION
--------------------------------------------------------------------------------
                                         

NEW YORK                                       .  PERIOD OF COVERAGE. The
(CONTINUED)                                    period of coverage is the period
                                               of time during which the insured
                                               person receives services that
                                               are covered under the Long-Term
                                               Care Services/SM/ Rider and for
                                               which benefits are payable. This
                                               begins on the first day covered
                                               services are received after the
                                               end of the eligibility period,
                                               although benefits are payable
                                               retroactively to the beginning
                                               of the eligibility period. A
                                               period of coverage will end on
                                               the earliest of the following
                                               dates:

                                               1. the date we receive the
                                               notice of release which must be
                                               sent to us when the insured
                                               person is no longer receiving
                                               continuous qualified long-term
                                               care services;

                                               2. the date we determine you are
                                               no longer eligible to receive
                                               benefits under this rider;

                                               3. the date you request that we
                                               terminate benefit payments under
                                               this rider;

                                               4. the date the accumulated
                                               benefit lien amount equals the
                                               maximum total benefit;

                                               5. the date you surrender the
                                               policy;

                                               6. the date we make a payment
                                               under the accelerated death
                                               benefits rider (for terminal
                                               illness); and
                                               7. the date of death of the
                                               insured person.
                                               The effects of a period of
                                               coverage ending as described in
                                               the "Period of Coverage"
                                               subsection also apply if the
                                               contract owner exercises the
                                               fixed paid-up option during the
                                               period of coverage. It is not
                                               anticipated that there will be
                                               more than one period of coverage
                                               for the term of this rider.

                                               FIXED PAID-UP OPTION
                                               If you exercise the fixed
                                               paid-up option of your policy,
                                               your coverage under this policy
                                               will be continued in a reduced
                                               amount and there will be no
                                               further charges for this rider.

                                               If such exercise occurs during
                                               the period of coverage, the
                                               accumulated benefit lien amount
                                               will be reset to zero after
                                               policy values have been reduced
                                               as described in the Period of
                                               Coverage" subsection. The face
                                               amount of paid-up insurance will
                                               be whatever the resulting net
                                               cash surrender value will buy
                                               when applied as a net single
                                               premium.

                                               If benefits have previously been
                                               paid under this rider, the
                                               maximum monthly benefit will not
                                               change. If benefits have not
                                               previously been paid under this
                                               rider, the maximum monthly
                                               benefit will be equal to the
                                               maximum total benefit as
                                               determined immediately before
                                               the fixed paid-up option went
                                               into effect multiplied by the
                                               benefit percentage.

                                               When the fixed paid-up option
                                               goes into effect, the maximum
                                               total benefit will be
                                               re-determined as the sum of all
                                               monthly charges deducted for
                                               this rider since policy issue,
                                               excluding any such charges that
                                               were not deducted while rider
                                               benefits were being paid. This
                                               maximum total benefit will be
                                               reduced, but not below zero, by
                                               all monthly benefit payments
                                               made under this rider, including
                                               any loan repayments. However,
                                               the resulting maximum total
                                               benefit will not exceed the
                                               lesser of (a) the maximum total
                                               benefit of this rider as
                                               determined immediately before
                                               the fixed paid-up option went
                                               into effect, and (b) the face
                                               amount of paid-up insurance
                                               multiplied by the acceleration
                                               percentage.

                                               If you elect to continue
                                               coverage as described above, you
                                               will receive additional
                                               information regarding this
                                               benefit, including the available
                                               maximum total benefit.
--------------------------------------------------------------------------------


                                      V-6

APPENDIX V: STATE POLICY AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES AND
                                   BENEFITS








--------------------------------------------------------------------------------
 STATE       FEATURES AND BENEFITS             AVAILABILITY OR VARIATION
--------------------------------------------------------------------------------
                                         

NEW YORK                                       OTHER VARIATIONS
(CONTINUED)                                    The "Extension of Benefits"
                                               feature is not available.

                                               The Nonforfeiture benefit is not
                                               available.

                                               The pre-existing condition
                                               limitation does not apply.

             See "Tax treatment of living      The benefits paid under this
             benefits rider or Long Term Care  rider are intended to be treated
             Services/SM/ Rider under a        for Federal income tax purposes
             policy with the applicable        as accelerated death benefits
             rider" in "Tax Information"       under section 101 (g) of the
                                               Code on the life of a
                                               chronically ill insured
                                               receiving qualified long-term
                                               care services within the meaning
                                               of section 7702B of the Code.
                                               The benefit is intended to
                                               qualify for exclusion from
                                               income within the limits of
                                               those provisions of the Code in
                                               effect at the issuance of this
                                               rider. Receipt of these benefits
                                               may be taxable. Charges for this
                                               rider may be considered
                                               distributions for income tax
                                               purposes, and may be taxable.
                                               This rider is not intended to be
                                               a qualified long-term care
                                               insurance contract under section
                                               7702B(b) of the Code.

                                               The long term care specified
                                               amount for this rider will not
                                               be increased by operation of
                                               section 7702 of the Code.
--------------------------------------------------------------------------------


                                      V-7

APPENDIX V: STATE POLICY AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES AND
                                   BENEFITS






Requesting more information

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



The Statement of Additional Information ("SAI"), dated May 1, 2016, is
incorporated into this prospectus by reference and is available upon request,
free of charge, by calling our toll free number at 1-800-777-6510 (for U.S.
residents) or 1-704-341-7000 (outside of the U.S.) and requesting to speak with
a customer service representative. You may also request one by writing to our
operations center at P.O. Box 1047, Charlotte, NC 28201-1047. The SAI includes
additional information about the registrant. You can make inquiries about your
policy and request personalized illustrations by calling our toll free number
at 1-800-777-6510 (for U.S. residents) or 1-704-341-7000 (outside of the U.S.),
or asking your financial professional.


You may visit the SEC's web site at www.sec.gov to view the SAI and other
information (including other parts of a registration statement) that relates to
the Separate Account and the policies. You can also review and copy information
about the Separate Account, including the SAI, at the SEC's Public Reference
Room in Washington, D.C. or by electronic request at publicinfo@sec.gov or by
writing the SEC's Public Reference Section, at 100 F Street, N.E., Washington,
D.C. 20549. You may have to pay a duplicating fee. To find out more about the
Public Reference Room, call the SEC at 1-202-551-8090.

SEC File Number: 811-04335
STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS



                                                                            PAGE
                                                                         

Who is AXA Equitable?                                                          2

Ways we pay policy proceeds                                                    2

Distribution of the policies                                                   2

Underwriting a policy                                                          2

Insurance regulation that applies to AXA Equitable                             2

Custodian and independent registered public accounting firm                    2

Financial statements                                                           2


                                                                      811-04335





Market Stabilizer Option(R) Available Under Certain Variable Life Insurance
Policies Issued by AXA Equitable Life Insurance Company


PROSPECTUS DATED MAY 1, 2016



PLEASE READ AND KEEP THIS PROSPECTUS FOR FUTURE REFERENCE. IT CONTAINS
IMPORTANT INFORMATION THAT YOU SHOULD KNOW BEFORE PURCHASING OR TAKING ANY
OTHER ACTION UNDER YOUR POLICY. THIS PROSPECTUS SUPERSEDES ALL PRIOR
PROSPECTUSES. ALSO, THIS PROSPECTUS MUST BE READ ALONG WITH THE APPROPRIATE
VARIABLE LIFE INSURANCE POLICY PROSPECTUS. THIS PROSPECTUS IS IN ADDITION TO
THE APPROPRIATE VARIABLE LIFE INSURANCE POLICY PROSPECTUS AND ALL INFORMATION
IN THE APPROPRIATE VARIABLE LIFE INSURANCE POLICY PROSPECTUS CONTINUES TO APPLY
UNLESS ADDRESSED BY THIS PROSPECTUS.


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

AXA Equitable Life Insurance Company (the "Company" or "AXA Equitable") issues
the Market Stabilizer Option(R) described in this Prospectus. The Market
Stabilizer Option(R) is available only under certain variable life insurance
policies that we offer and may not be available through your financial
professional.

Among the many terms associated with the Market Stabilizer Option(R) are:

..   Index-Linked Return for approximately a one year period tied to the
    performance of the S&P 500 Price Return index, which excludes dividends as
    described below.

..   Index-Linked Return will be applied at the end of the period (your Segment
    Term) on the Segment Maturity Date and only to amounts remaining within the
    segment until the Segment Maturity Date. The Index-Linked Return will not
    be applied before the Segment Maturity Date.

..   The Index-Linked Return could be positive, zero or in certain circumstances
    negative as described below. In the event that the S&P 500 Price Return
    index sustains a 100% loss, the maximum loss of principal would be 75%.
    THEREFORE, THERE IS THE POSSIBILITY OF A NEGATIVE RETURN ON THIS INVESTMENT
    AT THE END OF YOUR SEGMENT TERM, WHICH COULD RESULT IN A SIGNIFICANT LOSS
    OF PRINCIPAL.

..   An Early Distribution Adjustment will be made for distributions (including
    deductions) from the Segment Account Value before the Segment Maturity
    Date. ANY EARLY DISTRIBUTION ADJUSTMENT THAT IS MADE WILL CAUSE YOU TO LOSE
    PRINCIPAL THROUGH THE APPLICATION OF A PUT OPTION FACTOR, AS EXPLAINED
    LATER IN THIS PROSPECTUS, AND THAT LOSS COULD POTENTIALLY BE SUBSTANTIAL.
    Therefore you should carefully consider whether to make such distributions
    and/or maintain enough value in your Unloaned Guaranteed Interest Option
    ("Unloaned GIO") and/or variable investment options to cover your monthly
    deductions. The Unloaned GIO is the portion of the Guaranteed Interest
    Option ("GIO") that is not being held to secure policy loans you have
    taken. As described later in this Prospectus, we will attempt to maintain a
    reserve (Charge Reserve Amount) to cover your monthly deductions, but it is
    possible that the Charge Reserve Amount will be insufficient to cover your
    monthly deductions.

--------------------------------------------------------------------------------
THESE ARE ONLY SOME OF THE TERMS ASSOCIATED WITH THE MARKET STABILIZER
OPTION(R). PLEASE READ THIS PROSPECTUS FOR MORE DETAILS ABOUT THE MARKET
STABILIZER OPTION(R). ALSO, THIS PROSPECTUS MUST BE READ ALONG WITH THE
APPROPRIATE VARIABLE LIFE INSURANCE POLICY PROSPECTUS AS WELL AS THE
APPROPRIATE VARIABLE LIFE INSURANCE POLICY AND POLICY RIDER FOR THIS OPTION.
PLEASE REFER TO PAGE 4 OF THIS PROSPECTUS FOR A DEFINITIONS SECTION THAT
DISCUSSES THESE AND OTHER TERMS ASSOCIATED WITH THE MARKET STABILIZER
OPTION(R). PLEASE REFER TO PAGE 7 OF THIS PROSPECTUS FOR A DISCUSSION OF RISK
FACTORS.
--------------------------------------------------------------------------------

OTHER AXA EQUITABLE POLICIES. We offer a variety of fixed and variable life
insurance policies which offer policy features, including investment options,
that are different from those offered by this Prospectus. Not every policy or
feature is offered through your financial professional. You can contact us to
find out more about any other AXA Equitable insurance policy.

WHAT IS THE MARKET STABILIZER OPTION(R)?


The Market Stabilizer Option(R) ("MSO") is an investment option available under
certain AXA Equitable variable life insurance policies. The option provides for
participation in the performance of the S&P 500 Price Return index, which
excludes dividends (the "Index") up to the Growth Cap Rate that we set on the
Segment Start Date. While the Growth Cap Rate is set at the Company's sole
discretion, the Growth Cap Rate will not change during a Segment Term and the
Growth Cap Rate will always be at least 6%. On the Segment Maturity Date, we
will apply the Index-Linked Rate of Return to the Segment Account Value based
on the performance of the Index. If the performance of the Index has been
positive for the Segment Term and equal to or below the Growth Cap Rate, we
will apply to the Segment Account Value an Index-Linked Rate of Return equal to
the full Index performance. If the performance of the Index has been positive
for the Segment Term and above the Growth Cap Rate, we will apply an
Index-Linked Rate of Return equal to the Growth Cap Rate. If the Index has
negative performance, the Index-Linked Rate of Return will be 0% unless the
Index performance goes below -25% for the Segment Term. In that case only the
negative performance in excess of -25% will be applied to the Segment Account
Value and you bear the entire risk of loss of principal for the portion of
negative performance that exceeds -25%. Please see "Index-Linked Return" in
"Description of the Market Stabilizer Option(R)" later in this Prospectus.


--------------------------------------------------------------------------------
PLEASE NOTE THAT YOU WILL NOT BE CREDITED WITH ANY POSITIVE INDEX PERFORMANCE
WITH RESPECT TO AMOUNTS THAT ARE REMOVED FROM A SEGMENT PRIOR TO THE SEGMENT
MATURITY DATE. EVEN WHEN THE INDEX PERFORMANCE HAS BEEN POSITIVE, SUCH EARLY
REMOVALS WILL CAUSE YOU TO LOSE SOME PRINCIPAL. PLEASE SEE "EARLY DISTRIBUTION
ADJUSTMENT" LATER IN THIS PROSPECTUS.
--------------------------------------------------------------------------------

Although under the appropriate variable life insurance policy, we reserve the
right to apply a transfer charge up to $25 for each transfer among your
investment options, there are no transfer charges for transfers into or out of
the MSO Holding Account. Please note that once policy account value has been
swept from the MSO Holding Account into a Segment, transfers into or out of
that Segment before its Segment Maturity Date will not be permitted.

--------------------------------------------------------------------------------
The Market Stabilizer Option(R) is not sponsored, endorsed, sold or promoted by
Standard & Poor's ("S&P") or its third party licensors. Neither S&P nor its
third party licensors makes any representation or warranty, express or implied,
to the owners of the Market Stabilizer Option(R) or any member of the public
regarding the advisability of investing in securities generally or in the
Market Stabilizer Option(R) particularly or the ability of the S&P 500 Price
Return index (the "Index") to track general stock market performance. S&P's and
its third party licensor's only relationship to AXA Equitable is the licensing
of certain trademarks and trade names of S&P and the third party licensors and
of the Index which is determined, composed and calculated by S&P or its third
party licensors without regard to AXA Equitable or the Market Stabilizer
Option(R). S&P and its third party licensors have no obligation to take the
needs of AXA Equitable or the owners of the Market Stabilizer Option(R) into
consideration in determining, composing or calculating the Index. Neither S&P
nor its third party licensors is responsible for and has not participated in
the determination of the prices and amount of the Market Stabilizer Option(R)
or the timing of the issuance or sale of the Market Stabilizer Option(R) or in
the determination or calculation of the equation by which the Market Stabilizer
Option(R) is to be converted into cash. S&P has no obligation or liability in
connection with the administration, marketing or trading of the Market
Stabilizer Option(R).
--------------------------------------------------------------------------------

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


                   EVM-111 (5/16)                                  Cat # 145364
                   NB                                                    #31846
                   IL Leg II & IL Leg III, IL
                    OPT III NY & PR only, IL'99,
                    IL 2000, IL Plus COIL, all
                    states







Contents of this Prospectus

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




             MARKET STABILIZER OPTION(R)
             ------------------------------------------------------
             Who is AXA Equitable?                               3

             ------------------------------------------------------
             1. DEFINITIONS                                      4
             ------------------------------------------------------

             ------------------------------------------------------
             2. FEE TABLE SUMMARY                                6
             ------------------------------------------------------

             ------------------------------------------------------
             3. RISK FACTORS                                     7
             ------------------------------------------------------

             ------------------------------------------------------
             4. DESCRIPTION OF THE MARKET STABILIZER OPTION(R)   9
             ------------------------------------------------------

             ------------------------------------------------------
             5. DISTRIBUTION OF THE POLICIES                    18
             ------------------------------------------------------

             ------------------------------------------------------
             6. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 19
             ------------------------------------------------------

            --------------------------------------------------------
            APPENDICES
            --------------------------------------------------------
             I  --  Early Distribution Adjustment Examples      I-1
            II  --  Impact of MSO Election on Other Policy
                    Riders and/or Services                     II-1

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


                                      2

                          CONTENTS OF THIS PROSPECTUS






Who is AXA Equitable?

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


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


AXA Financial, Inc. and its consolidated subsidiaries managed approximately
$573.0 billion in assets as of December 31, 2015. For more than 150 years AXA
Equitable has been among the largest insurance companies in the United States.
We are licensed to sell life insurance and annuities in all fifty states, the
District of Columbia, Puerto Rico and the U.S. Virgin Islands. Our home office
is located at 1290 Avenue of the Americas, New York, NY 10104.


HOW TO REACH US

Please refer to the "How to reach us" section of the appropriate variable life
insurance policy prospectus for more information regarding contacting us and
communicating your instructions. We also have specific forms that we recommend
you use for electing the MSO and any MSO transactions.

                                      3

                             WHO IS AXA EQUITABLE?





1. Definitions


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

CHARGE RESERVE AMOUNT -- A minimum amount of policy account value in the
Unloaned GIO (the portion of the Guaranteed Interest Option ("GIO") that is not
being held to secure policy loans you have taken) that you are required to
maintain in order to approximately cover all of the estimated monthly charges
for the policy (including, but not limited to, the policy's monthly cost of
insurance charge, the policy's monthly administrative charge, the policy's
monthly mortality and expense risk charge, the MSO's monthly Variable Index
Segment Account Charge (the monthly charge deducted from the policy account)
and any monthly optional rider charges (please see "Charges" later in this
Prospectus for more information) during the Segment Term. The Charge Reserve
Amount will be determined on each Segment Start Date as an amount projected to
be sufficient to cover all of the policy's monthly deductions during the
Segment Term, assuming at the time such calculation is made that no interest or
investment performance is credited to or charged against the policy account and
that no policy changes or additional premium payments are made. The Charge
Reserve Amount will be reduced by each subsequent monthly deduction (but not to
less than zero). THERE IS NO REQUIREMENT TO MAINTAIN A CHARGE RESERVE AMOUNT,
WHICH WOULD COVER APPROXIMATELY ALL ESTIMATED MONTHLY POLICY CHARGES, IF YOU
ARE NOT IN A SEGMENT. Please see "Segments" later in this Prospectus for more
information about the investment options from which account value could be
transferred to the Unloaned GIO on a Segment Start Date in order to meet this
requirement.

DOWNSIDE PROTECTION (ALSO REFERRED TO IN YOUR POLICY AS THE "SEGMENT LOSS
ABSORPTION THRESHOLD RATE") -- This is your protection against negative
performance of the S&P 500 Price Return index for a Segment held until its
Segment Maturity Date. It is currently -25%. THE DOWNSIDE PROTECTION IS SET ON
THE SEGMENT START DATE AND ANY DOWNSIDE PROTECTION IN EXCESS OF -25% WILL BE
SET AT THE COMPANY'S SOLE DISCRETION. However, the Downside Protection will not
change during a Segment Term and at least -25% of Downside Protection will
always be provided when a Segment is held until the Segment Maturity Date.

EARLY DISTRIBUTION ADJUSTMENT ("EDA," MAY ALSO BE REFERRED TO IN YOUR POLICY AS
THE "MARKET VALUE ADJUSTMENT") -- The EDA is an adjustment that we make to your
Segment Account Value, before a Segment matures, in the event you surrender
your policy, take a loan from a Segment or if we should find it necessary to
make deductions for monthly charges or any other distribution from a Segment.
(Such other distributions would include any distributions from the policy that
we deem necessary to continue to qualify the policy as life insurance under
applicable tax law, any unpaid loan interest, or any distribution in connection
with the exercise of a rider available under your policy.) AN EDA THAT IS MADE
WILL CAUSE YOU TO LOSE PRINCIPAL THROUGH THE APPLICATION OF A PUT OPTION
FACTOR, WHICH ESTIMATES THE MARKET VALUE, AT THE TIME OF AN EARLY DISTRIBUTION,
OF THE RISK THAT YOU WOULD SUFFER A LOSS IF YOUR SEGMENT WERE CONTINUED
(WITHOUT TAKING THE EARLY DISTRIBUTION) UNTIL ITS SEGMENT MATURITY DATE AND
THAT LOSS COULD BE SUBSTANTIAL. However, because of a pro rata refund of
certain charges already paid that is included in the EDA, the net effect of the
EDA will not always result in the reduction of principal. The EDA will usually
result in a reduction in your Segment Account Value and your other policy
values. Therefore, you should give careful consideration before taking any
early loan or surrender, or allowing the value in your other investment options
to fall so low that we must make any monthly deduction from a Segment. Please
see "Early Distribution Adjustment" later in this Prospectus for more
information.

GROWTH CAP RATE -- The maximum rate of return that will be applied to a Segment
Account Value. THE GROWTH CAP RATE IS SET FOR EACH SEGMENT ON THE SEGMENT START
DATE. WHILE THE GROWTH CAP RATE IS SET AT THE COMPANY'S SOLE DISCRETION, the
Growth Cap Rate will not change during a Segment Term and the Growth Cap Rate
will always be at least 6%.

INDEX -- The S&P 500 Price Return index, which is the S&P 500 index excluding
dividends. This index includes 500 leading companies in leading industries in
the U.S. economy.

INDEX PERFORMANCE RATE -- The Index Performance Rate measures the percentage
change in the Index during a Segment Term for each Segment. If the Index is
discontinued or if the calculation of the Index is substantially changed, we
reserve the right to substitute an alternative index. We also reserve the right
to choose an alternative index at our discretion. Please see "Change in Index"
for more information.

The Index Performance Rate is calculated by ((b) divided by (a)) minus one,
where:

(a)is the value of the Index at the close of business on the Segment Start
   Date, and

(b)is the value of the Index at the close of business on the Segment Maturity
   Date.

We determine the value of the Index at the close of business, which is the end
of a business day. Generally, a business day is any day the New York Stock
Exchange is open for trading. If the New York Stock Exchange is not open for
trading or if the Index value is, for any other reason, not published on the
Segment Start Date or a Segment Maturity Date, the value of the Index will be
determined as of the end of the most recent preceding business day for which
the Index value is published.

INDEX-LINKED RATE OF RETURN -- The rate of return we apply to calculate the
Index-Linked Return which is based on the Index Performance Rate adjusted to
reflect the Growth Cap Rate and protection against negative performance.
Therefore, if the performance of the Index is zero or positive, we will apply
that performance up to the Growth Cap Rate. If the performance of the Index is
negative, we will apply performance of zero unless the decline in the
performance of the Index is below -25% in which case negative performance in
excess of -25% will apply. Please see the chart under "Index-Linked Return" for
more information.

                                      4

                                  DEFINITIONS






INDEX-LINKED RETURN -- The amount that is applied to the Segment Account Value
on the Segment Maturity Date that is equal to that Segment's Index-Linked Rate
of Return multiplied by the Segment Account Value on the Segment Maturity Date.
The Index-Linked Return may be positive, negative or zero. The Indexed-Linked
Return is only applied to amounts that remain in a Segment Account Value until
the Segment Maturity Date. For example, a surrender of your policy before
Segment maturity will eliminate any Index-Linked Return and be subject to an
Early Distribution Adjustment.

INITIAL SEGMENT ACCOUNT -- The amount initially transferred to a Segment from
the MSO Holding Account on its Segment Start Date, net of:

(a)the Variable Index Benefit Charge (see "Charges" later in this Prospectus)

   and

(b)the amount, if any, that may have been transferred from the MSO Holding
   Account to the Unloaned GIO to cover the Charge Reserve Amount (see "Charge
   Reserve Amount" later in this Prospectus). Such a transfer would be made
   from the MSO Holding Account to cover the Charge Reserve Amount only (1) if
   you have given us instructions to make such a transfer or (2) in the other
   limited circumstances described under "Segments" later in this Prospectus.

MSO HOLDING ACCOUNT -- This is a portion of the EQ/Money Market variable
investment option that holds amounts designated by the policy owner for
investment in the MSO prior to any transfer into the next available new Segment.

SEGMENT -- The portion of your total investment in the MSO that is associated
with a specific Segment Start Date. You create a new Segment each time an
amount is transferred from the MSO Holding Account into a Segment Account.

SEGMENT ACCOUNT VALUE (ALSO REFERRED TO IN YOUR POLICY AS THE "SEGMENT
ACCOUNT") -- The amount of an Initial Segment Account subsequently reduced by
any monthly deductions, policy loans and unpaid loan interest, and
distributions from the policy that we deem necessary to continue to qualify the
policy as life insurance under applicable tax law, which are allocated to the
Segment. Any such reduction in the Segment Account Value prior to its Segment
Maturity Date will result in a corresponding Early Distribution Adjustment,
which will cause you to lose principal, and that loss could be substantial. The
Segment Account Value is used in determining policy account values, death
benefits, and the net amount at risk for monthly cost of insurance calculations
of the policy and the new base policy face amount associated with a requested
change in death benefit option.

For example, if you put $1000 into the MSO Holding Account, $992.50 would go
into a Segment. This amount represents the Initial Segment Account. The Segment
Account Value represents the value in the Segment which gets reduced by any
deductions allocated to the Segment, with corresponding EDAs, through the
course of the Segment Term. The Segment Distribution Value represents what you
would receive upon surrendering the policy and reflects the EDA upon surrender.

SEGMENT DISTRIBUTION VALUE (ALSO REFERRED TO IN YOUR POLICY AS THE "SEGMENT
VALUE") -- This is the Segment Account Value minus the Early Distribution
Adjustment that would apply on a full surrender of that Segment at any time
prior to the Segment Maturity Date. Segment Distribution Values will be used in
determining policy value available to cover monthly deductions, any applicable
proportionate surrender charges for requested face amount reductions, and other
distributions; cash surrender values and maximum loan values subject to any
applicable base policy surrender charge. They will also be used in determining
whether any outstanding policy loan and accrued loan interest exceeds the
policy account value.

SEGMENT MATURITY GIO LIMITATION -- A specified percentage limitation on the
amount of your Segment Maturity Value that may be allocated to the guaranteed
interest option. AXA Equitable reserves the right to implement a specified
percentage limitation on the amount of your Segment Maturity Value that may be
allocated to the guaranteed interest option. The specified percentage
limitation can be changed at anytime, but it will never be less than 5% of your
Segment Maturity Value. We will transfer any portion of your Segment Maturity
Value that is allocated to the guaranteed interest option in excess of the
Segment Maturity GIO Limitation to the EQ/Money Market variable investment
option unless we receive your instructions prior to the Segment Maturity Date
that the Segment Maturity Value should be allocated to the MSO Holding Account
or to any other available variable investment option. See "Appendix II: Impact
of MSO Election on Other Policy Riders and/or Services" for more information.

SEGMENT MATURITY DATE -- The date on which a Segment Term is completed and the
Index-Linked Return for that Segment is applied to a Segment Account Value.

SEGMENT MATURITY VALUE -- This is the Segment Account Value adjusted by the
Index-Linked Return for that Segment.

SEGMENT START DATE -- The Segment Start Date is the day on which a Segment is
created.

SEGMENT TERM -- The duration of a Segment. The Segment Term for each Segment
begins on its Segment Start Date and ends on its Segment Maturity Date one year
later. We are currently only offering Segment Terms of approximately one year.
We may offer different durations in the future.

                                      5

                                  DEFINITIONS





2. Fee Table Summary

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



----------------------------------------------------------------------------------------------------------------------
         MSO CHARGES                     WHEN CHARGE IS DEDUCTED             CURRENT NON-GUARANTEED GUARANTEED MAXIMUM
----------------------------------------------------------------------------------------------------------------------
                                                                                           
Variable Index Benefit Charge  On Segment Start Date                                 0.75%                0.75%
----------------------------------------------------------------------------------------------------------------------
Variable Index Segment         At the beginning of each policy month during          0.65%                1.65%
Account Charge                 the Segment Term
----------------------------------------------------------------------------------------------------------------------
Total                                                                                1.40%                2.40%
----------------------------------------------------------------------------------------------------------------------



---------------------------------------------------------------------------------------------------------
                                                                                      MAXIMUM SPREAD
                                                                                    PERCENTAGE THAT MAY
                   OTHER                           WHEN CHARGE IS DEDUCTED              BE DEDUCTED
---------------------------------------------------------------------------------------------------------
                                                                             
Loan Interest Spread* for Amounts of Policy On each policy anniversary (or on loan New York policies: 2%
Loans Allocated to MSO Segment              termination, if earlier)               all other policies: 5%
---------------------------------------------------------------------------------------------------------



-----------------------------------------------------------------------------------------------------------
                                                                                     MAXIMUM AMOUNT
                                                                                      THAT MAY BE
            OTHER                        WHEN CHARGE IS DEDUCTED                        DEDUCTED
-----------------------------------------------------------------------------------------------------------
                                                                       
Early Distribution Adjustment On surrender or other distribution (including  75% of Segment Account Value**
                              loan) from an MSO Segment prior to its Segment
                              Maturity Date
-----------------------------------------------------------------------------------------------------------

*  We charge interest on policy loans but credit you with interest on the
   amount of the policy account value we hold as collateral for the loan. The
   "spread" is the difference between the interest rate we charge you on a
   policy loan and the interest rate we credit to you on the amount of your
   policy account value that we hold as collateral for the loan.
** The actual amount of an Early Distribution Adjustment is determined by a
   formula that depends on, among other things, how the Index has performed
   since the Segment Start Date, as discussed in detail under "Early
   Distribution Adjustment" later in this Prospectus. The maximum amount of the
   adjustment would occur if there is a total distribution at a time when the
   Index has declined to zero.

This fee table applies specifically to the MSO and should be read in
conjunction with the fee table in the appropriate variable life insurance
policy prospectus.

The base variable life insurance policy's mortality and expense risk charge
will also apply to a Segment Account Value or any amounts held in the MSO
Holding Account. If your policy's mortality and expense risk charge is deducted
on a daily basis, then the same daily rate will be applicable to any amounts
held in the MSO Holding Account and an equivalent monthly rate will be
applicable to the Segment Account Value. Please see "Charges" later in this
Prospectus for more information. Please refer to the appropriate variable life
insurance policy prospectus for more information.


CHANGES IN CHARGES

Any changes that we make in our current charges or charge rates will be on a
basis that is equitable to all policies belonging to a given class, and will be
determined based on reasonable assumptions as to expenses, mortality,
investment income, lapses and policy and contract claims associated with
morbidity. For the sake of clarity, the assumptions referenced above include
taxes, the cost of hedging, longevity, volatility, other market conditions,
surrenders, persistency, conversions, disability, accident, illness, inability
to perform activities of daily living, and cognitive impairment, if applicable.
Any changes in charges may apply to then in force policies, as well as to new
policies. You will be notified in writing of any changes in charges under your
policy.


                                      6

                               FEE TABLE SUMMARY





3. Risk Factors

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

There are risks associated with some features of the Market Stabilizer
Option(R):

..   There is a risk of a substantial loss of your principal because you agree
    to absorb all losses from the portion of any negative Index performance
    that exceeds -25%.

..   Your Index-Linked Return is also limited by the Growth Cap Rate, which
    could cause your Index-Linked Return to be lower than it would otherwise be
    if you participated in the full performance of the S&P 500 Price Return
    index.

..   You will not know what the Growth Cap Rate is before the Segment starts.
    Therefore, you will not know in advance the upper limit on the return that
    may be credited to your investment in a Segment.

..   Negative consequences apply if, for any reason, amounts you have invested
    in a Segment are removed before the Segment Maturity Date. Specifically,
    with respect to the amounts removed early, you would (1) forfeit any
    positive Index performance and (2) be subject to an Early Distribution
    Adjustment that exposes you to a risk of potentially substantial loss of
    principal. This exposure is designed to be consistent with the treatment of
    losses on amounts held to the Segment Maturity Date. EVEN WHEN THE INDEX
    PERFORMANCE HAS BEEN POSITIVE, THE EDA WILL CAUSE YOU TO LOSE SOME
    PRINCIPAL ON AN EARLY REMOVAL.

..   The following types of removals of account value from a Segment will result
    in the above-mentioned penalties to you, if the removals occur prior to the
    Segment Maturity Date: (a) a surrender of your policy; (b) a loan from your
    policy; (c) a distribution in order to enable your policy to continue to
    qualify as life insurance under the federal tax laws; (d) certain
    distributions in connection with the exercise of a rider available under
    your policy; and (e) a charge or unpaid policy loan interest that we deduct
    from your Segment Account Value because the Charge Reserve Amount and other
    funds are insufficient to cover them in their entirety. The Charge Reserve
    Amount may become insufficient because of policy changes that you request,
    additional premium payments, investment performance, policy loans, policy
    partial withdrawals from other investment options besides the MSO, and any
    increases we make in current charges for the policy (including for the MSO
    and optional riders).

..   Certain of the above types of early removals can occur (and thus result in
    penalties to you) without any action on your part. Examples include
    (i) certain distributions we might make from your Segment Account Value to
    enable your policy to continue to qualify as life insurance and
    (ii) deductions we might make from your Segment Account Value to pay
    charges if the Charge Reserve Amount becomes insufficient.

..   Any applicable EDA will generally be affected by changes in both the
    volatility and level of the S&P 500 Price Return Index. Any EDA applied to
    any Segment Account Value is linked to the estimated value of a put option
    on the S&P 500 Price Return index as described later in this Prospectus.
    The estimated value of the put option and, consequently, the amount of the
    EDA will generally be higher after increases in market volatility or after
    the Index experiences a negative return following the Segment Start Date.

..   Once policy account value is in a Segment, you cannot transfer out of a
    Segment and you can only make withdrawals out of a Segment if you surrender
    your policy. This would result in the imposition of any applicable
    surrender charges and EDA.

..   We may not offer new Segments so there is also the possibility that a
    Segment may not be available for a Segment Renewal at the end of your
    Segment Term(s).

..   We also reserve the right to substitute an alternative index for the S&P
    500 Price Return index, which could reduce the Growth Cap Rates we can
    offer.

..   No company other than AXA Equitable has any legal responsibility to pay
    amounts that AXA Equitable owes under the policies. An owner should look to
    the financial strength of AXA Equitable for its claims-paying ability.

..   You do not have any rights in the securities underlying the index,
    including, but not limited to, (i) interest payments, (ii) dividend
    payments or (iii) voting rights.

..   Your Segment Maturity Value is dependent on the performance of the index on
    the Segment Maturity Date.

..   Upon advance notification, AXA Equitable reserves the right to implement a
    Segment Maturity GIO Limitation.

..   Past performance of the index is no indication of future performance.

..   The amounts required to be maintained in the Unloaned GIO for the Charge
    Reserve Amount during the Segment Term may earn a return that is less than
    the return you might have earned on those amounts in another investment
    option had you not invested in a Segment.

..   If your policy has the Loan Extension Endorsement, and your policy goes on
    Loan Extension while you have amounts invested in MSO, you will forfeit any
    positive index performance and be subject to an Early Distribution
    Adjustment with respect to these amounts. In addition, MSO will no longer
    be available once you go on Loan Extension. Please see "Appendix II" later
    in this Prospectus for more information.

..   If your policy allows you to elect the Long-Term Care Services/SM/ Rider,
    after a period of coverage ends before coverage is continued as a
    Nonforfeiture Benefit, if any MSO Segments are

                                      7

                                 RISK FACTORS








   in effect, they will be terminated with corresponding early distribution
   adjustments. Please see "Appendix II" later in this Prospectus for more
   information.


..   You must forgo the additional no lapse guarantee benefit provided by the
    Extended No Lapse Guarantee Rider, if available with your policy, if you
    want to allocate to the MSO. Please see "Appendix II" later in this
    Prospectus for more information.

..   If you do not specify a minimum Growth Cap Rate acceptable to you, your
    account value could transfer into a Segment with a Growth Cap Rate that may
    be lower than what you would have chosen.

..   For certain variable life insurance policies, the MSO is not available
    while the Paid Up Death Benefit Guarantee is in effect. Please see
    "Appendix II" later in this Prospectus for more information.

..   For certain variable life insurance policies, if a paid up death benefit
    guarantee is included with your policy, and if you elect the paid up death
    benefit guarantee while any Segment is in effect, all Segments will be
    terminated with corresponding Early Distribution Adjustments. If this
    occurs, the Segment Distribution Value will be used in place of the Segment
    Account Value in the calculation of your policy account value for purposes
    of determining the paid up death benefit guarantee face amount. Please see
    "Appendix II" later in this Prospectus for more information.

..   If you elect to exercise the Policy Continuation Rider, if available with
    your policy, all Segments will be terminated subject to an Early
    Distribution Adjustment. Please see "Appendix II" later in this Prospectus
    for more information.

..   If a Living Benefits Rider or an accelerated death benefit rider (which may
    be referred to as a "total and permanent disability accelerated death
    benefit rider" or a "limited life expectancy accelerated death benefit
    rider") is included with your policy, the portion of the cash surrender
    value that is on lien and is allocated to your values in the variable
    investment options under your policy and investment in the MSO will be
    transferred to and maintained as part of the Unloaned GIO. Please see
    "Appendix II" later in this Prospectus for more information.

..   You must terminate the enhanced death benefit guarantee rider, if available
    with your policy, if you want to allocate to the MSO. Please see "Appendix
    II" later in this Prospectus for more information.

..   If your policy has a face amount increase endorsement, term insurance
    riders, or cost of living riders that schedule or permit an increase in the
    face amount of your policy and/or the face amount of a term insurance
    rider, any such increase during a Segment Term will be subject to the "face
    amount increases" provision of the MSO rider. Please see "Appendix II"
    later in this Prospectus for more information.

                                      8

                                 RISK FACTORS





4. Description of the Market Stabilizer Option(R)

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


We offer a Market Stabilizer Option(R) that provides a rate of return tied to
the performance of the Index.

MSO HOLDING ACCOUNT

The amount of each transfer or loan repayment you make to the MSO, and the
balance of each premium payment you make to the MSO after any premium charge
under your base policy has been deducted, will first be placed in the MSO
Holding Account. The MSO Holding Account is a portion of the regular EQ/Money
Market variable investment option that will hold amounts allocated to the MSO
until the next available Segment Start Date. The MSO Holding Account has the
same rate of return as the EQ/Money Market variable investment option and is
subject to the same underlying portfolio operating expenses as that variable
investment option. Please refer to "Risk/benefit summary: charges and expenses
you will pay" of the appropriate variable life insurance policy prospectus for
more information regarding such expenses. We currently plan on offering new
Segments on a monthly basis but reserve the right to offer them less frequently
or to stop offering them or to suspend offering them temporarily.

Before any account value is transferred into a Segment, you can transfer
amounts from the MSO Holding Account into other investment options available
under your policy at any time subject to any transfer restrictions within your
policy. You can transfer into and out of the MSO Holding Account at any time up
to and including the Segment Start Date provided your transfer request is
received at our administrative office by such date. For example, you can
transfer policy account value into the MSO Holding Account on the 3rd Friday of
June. That policy account value would transfer into the Segment starting on
that date, subject to the conditions mentioned earlier. You can also transfer
policy account value out of the MSO Holding Account before the end of the
business day on the Segment Start Date and that account value would not be
swept into the Segment starting on that date. Please refer to the "How to reach
us" section of the appropriate variable life insurance policy prospectus for
more information regarding contacting us and communicating your instructions.
We also have specific forms that we recommend you use for electing the MSO and
any MSO transactions.

On the Segment Start Date, account value in the MSO Holding Account, excluding
charges and any account value transferred to cover the Charge Reserve Amount,
will be transferred into a Segment if all requirements and limitations are met
that are discussed under "Segments" immediately below.

SEGMENTS

Each Segment will have a Segment Start Date of the 3rd Friday of each calendar
month and will have a Segment Maturity Date on the 3rd Friday of the same
calendar month in the succeeding calendar year.

In order for any amount to be transferred from the MSO Holding Account into a
new Segment on a Segment Start Date, all of the following conditions must be
met on that date:

(1)The Growth Cap Rate for that Segment must be equal to or greater than your
   minimum Growth Cap Rate (Please see "Growth Cap Rate" later in this
   Prospectus).

(2)There must be sufficient account value available within the Unloaned GIO and
   the variable investment options including the MSO Holding Account to cover
   the Charge Reserve Amount as determined by us on such date (Please see
   "Charge Reserve Amount" later in this Prospectus).

(3)The Growth Cap Rate must be greater than the sum of the annual interest rate
   we are currently crediting on the Unloaned GIO ("A"), the Variable Index
   Benefit Charge rate ("B"), the annualized monthly Variable Index Segment
   Account Charge rate ("C") and the current annualized monthly mortality and
   expense risk charge rate ("D"). The Growth Cap Rate must be greater than
   (A+B+C+D). This is to ensure that the highest possible rate of return that
   could be received in a Segment after these charges (B+C+D) have been
   considered exceeds the interest crediting rate currently being offered in
   the Unloaned GIO.

(4)It must not be necessary, as determined by us on that date, for us to make a
   distribution from the policy during the Segment Term in order for the policy
   to continue to qualify as life insurance under applicable tax law.

(5)The total amount allocated to your Segments under your policy on that date
   must be less than any limit we may have established.

If there is sufficient policy account value in the Unloaned GIO to cover the
Charge Reserve Amount, then no transfers from other investment options to the
Unloaned GIO will need to be made. If there is insufficient value in the
Unloaned GIO to cover the Charge Reserve Amount and we do not receive
instructions from you specifying the investment options from which we should
transfer the account value to the Unloaned GIO to meet Charge Reserve Amount
requirements at the Segment Start Date, or the transfer instructions are not
possible due to insufficient funds, then the required amount will be
transferred proportionately from your variable investment options including the
MSO Holding Account.

If after any transfers there would be an insufficient amount in the Unloaned
GIO to cover the Charge Reserve Amount or the Growth Cap Rate for the next
available Segment does not qualify per your minimum Growth Cap Rate
instructions and the conditions listed above, then your amount in the MSO
Holding Account will remain there until we receive further instruction from
you. We will mail you a notice informing you that your account value did or did
not transfer from the MSO Holding Account into a Segment. These notices are
mailed on or about the next business day after the applicable Segment Start
Date. Please see "Requested Face Amount Increases" later in this Prospectus for
more information about the investment options from which account value could be
transferred to the Unloaned GIO on the effective date of a requested face
amount increase.

                                      9

                DESCRIPTION OF THE MARKET STABILIZER OPTION(R)







SEGMENT MATURITY

Near the end of the Segment Term, we will notify you between 15 and 45 days
before the Segment Maturity Date that a Segment is about to mature. At that
time, you may choose to have all or a part of:

(a)the Segment Maturity Value rolled over into the MSO Holding Account

(b)the Segment Maturity Value transferred to the variable investment options
   available under your policy

(c)the Segment Maturity GIO transferred to the Unloaned GIO subject to any
   Segment Maturity GIO Limitation that we may impose.

If we do not receive your transfer instructions before the Segment Maturity
Date, your Segment Maturity Value will automatically be rolled over into the
MSO Holding Account for investment in the next available Segment, subject to
the conditions listed under "Segments" above.

However, if we are not offering the MSO at that time, we will transfer the
Segment Maturity Value to the investment options available under your policy
per your instructions or to the EQ/Money Market investment option if no
instructions are received. If the Segment Maturity GIO Limitation is in effect,
then you may only allocate up to a specified percentage of your Segment
Maturity Value to the guaranteed interest option. That limitation will never be
less than 5% of your Segment Maturity Value. Any portion of the Segment
Maturity Value that is allocated to the guaranteed interest option in excess of
the Segment Maturity GIO Limitation will be allocated to the EQ/Money Market
variable investment option unless we receive your instructions prior to the
Segment Maturity Date that the Segment Maturity Value should be allocated to
any other available variable investment option. Please see "Right to
Discontinue and Limit Amounts Allocated to the MSO" and "Segment Maturity GIO
Limitation" for more information. Although under the appropriate variable life
insurance policy we reserve the right to apply a transfer charge up to $25 for
each transfer among your investment options, there will be no transfer charges
for any of the transfers discussed in this section.

GROWTH CAP RATE

By allocating your account value to the MSO, you can participate in the
performance of the Index up to the applicable Growth Cap Rate that we declare
on the Segment Start Date.

Please note that this means you will not know the Growth Cap Rate for a new
Segment until after the account value has been transferred from the MSO Holding
Account into the Segment and you are not allowed to transfer the account value
out of a Segment before the Segment Maturity Date. Please see "Transfers" below.

Each Segment is likely to have a different Growth Cap Rate. However, the Growth
Cap Rate will never be less than 6%.

Your protection against negative performance for a Segment held until its
Segment Maturity Date is currently -25% ("Downside Protection" also referred to
in your policy as the "Segment Loss Absorption Threshold Rate"). We reserve the
right, for new Segments, to increase your Downside Protection against negative
performance. For example, if we were to adjust the Downside Protection for a
Segment to -100%, the Index-Linked Rate of Return for that Segment would not go
below 0%. Please note that any increase in the protection against negative
performance would likely result in a lower Growth Cap Rate than would otherwise
apply. We will provide notice between 15 and 45 days before any change in the
Downside Protection is effective. Any change would only apply to new Segments
started after the effective date of the change, which (coupled with the 15-45
day notice we will give) will afford you the opportunity to decline to
participate in any Segment that reflects a change in the Downside Protection.

ANY INCREASES IN THE GROWTH CAP RATE ABOVE THE MINIMUM 6% AND INCREASES IN
DOWNSIDE PROTECTION FROM THE MINIMUM -25% ARE SET AT THE COMPANY'S SOLE
DISCRETION. However, the Growth Cap Rate can never be less than 6% and we may
only increase your Downside Protection from the current -25%.

As part of your initial instructions in selecting the MSO, you will specify
what your minimum acceptable Growth Cap Rate is for a Segment. You may specify
a minimum Growth Cap Rate from 6% to 10%. If the Growth Cap Rate we set, on the
Segment Start Date, is below the minimum you specified then the account value
will not be transferred from the MSO Holding Account into that Segment. If you
do not specify a minimum Growth Cap Rate then your minimum Growth Cap Rate will
be set at 6%. Therefore, if you do not specify a minimum acceptable Growth Cap
Rate, account value could transfer into a Segment with a Growth Cap Rate that
may be lower than what you would have chosen. In addition, for account value to
transfer into a Segment from the MSO Holding Account, the Growth Cap Rate must
be greater than the sum of the annual interest rate we are currently crediting
on the Unloaned GIO ("A"), the Variable Index Benefit Charge rate ("B"), the
annualized monthly Variable Index Segment Account Charge rate ("C") and the
current annualized monthly mortality and expense risk charge rate ("D"). The
Growth Cap Rate must be greater than (A+B+C+D).

For example, assume that the annual interest rate we are currently crediting on
the Unloaned GIO were 4.00%, the Variable Index Benefit Charge rate were 0.75%,
the annualized monthly Variable Index Segment Account charge rate were 0.65%
and the annualized monthly mortality and expense risk charge rate were 0.85%.
Based on those assumptions (which we provide only for illustrative purposes and
will not necessarily correspond to actual rates), because these numbers total
6.25%, no amounts would be transferred into any Segment unless we declare a
Growth Cap Rate that is higher than 6.25%. Please see "Index-Linked Return"
later in this Prospectus for more information.

As another example, you may specify a minimum Growth Cap Rate of 8%. If we set
the Growth Cap Rate at 8% or higher for a Segment then a transfer from the MSO
Holding Account will be made into that new Segment provided all other
requirements and conditions discussed in this Prospectus are met. If we set the
Growth Cap Rate below 8% then no transfer from the MSO Holding Account will be
made into that Segment. No transfer will be made until a Segment Growth Cap
Rate equal to or greater than 8% is set and all requirements are met or you
transfer account value out of the MSO Holding Account.

GROWTH CAP RATE AVAILABLE DURING INITIAL YEAR

(FOR INCENTIVE LIFE LEGACY(R) II, INCENTIVELIFE LEGACY(R) III, INCENTIVELIFE
OPTIMIZER(R) III AND CORPORATE OWNED INCENTIVE LIFE(R) POLICIES ONLY)


If you allocate policy account value to any Segment that commences during the
first year that the MSO is available to you under your policy, our current
practice is to establish a Growth Cap Rate that is at least 15%. This 15%
minimum Growth Cap Rate would apply to all Segment Terms that commence:

                                      10

                DESCRIPTION OF THE MARKET STABILIZER OPTION(R)







..   During the first policy year, if the MSO was available to you as a feature
    of your policy when the policy was issued; or

..   For in-force policies, during the one year period beginning with the date
    when the MSO was first made available to you after your policy was issued.

We may terminate or change this 15% initial year minimum Growth Cap Rate at any
time; but any such change or termination would apply to you only if your policy
is issued, or the MSO was first made available to you, after such modification
or termination.

After this initial year 15% minimum Growth Cap Rate, the minimum Growth Cap
Rate will revert back to 6%.

INDEX-LINKED RETURN

We calculate the Index-Linked Return for a Segment by taking the Index-Linked
Rate of Return and multiplying it by the Segment Account Value on the Segment
Maturity Date. The Segment Account Value is net of the Variable Index Benefit
Charge described below as well as any monthly deductions, policy loans and
unpaid interest, distributions from the policy that we deem necessary to
continue to qualify the policy as life insurance under applicable tax law and
any corresponding Early Distribution Adjustments. The Segment Account Value
does not include the Charge Reserve Amount described later in this Prospectus.

The following table demonstrates the Index-Linked Rate of Return and the
Segment Maturity Value on the Segment Maturity Date based upon a hypothetical
range of returns for the S&P 500 Price Return index. This example assumes a 15%
Growth Cap Rate and a $1,000 investment in the MSO Segment.



------------------------------------------------------------------------------------------------------
 INDEX PERFORMANCE RATE OF
 THE S&P 500 PRICE RETURN
 INDEX                          INDEX-LINKED RATE OF RETURN           SEGMENT MATURITY VALUE
------------------------------------------------------------------------------------------------------
                                                        
             50%                            15%                               $1,150
------------------------------------------------------------------------------------------------------
             25%                            15%                               $1,150
------------------------------------------------------------------------------------------------------
             10%                            10%                               $1,100
------------------------------------------------------------------------------------------------------
             0%                             0%                                $1,000
------------------------------------------------------------------------------------------------------
            -25%                            0%                                $1,000
------------------------------------------------------------------------------------------------------
            -50%                           -25%                                $750
------------------------------------------------------------------------------------------------------
            -75%                           -50%                                $500
------------------------------------------------------------------------------------------------------
            -100%                          -75%                                $250
------------------------------------------------------------------------------------------------------


For instance, we may set the Growth Cap Rate at 15%. Therefore, if the Index
has gone up 20% over your Segment Term, you will receive a 15% credit to your
Segment Account Value on the Segment Maturity Date. If the Index had gone up by
13% from your Segment Start Date to your Segment Maturity Date then you would
receive a credit of 13% to your Segment Account Value on the Segment Maturity
Date.

If the Index had gone down 20% over the Segment Term then you would receive a
return of 0% to your Segment Account Value on the Segment Maturity Date.

If the Index had gone down by 30% by your Segment Maturity Date then your
Segment Account Value would be reduced by 5% on the Segment Maturity Date. The
Downside Protection feature of the MSO will absorb the negative performance of
the Index up to -25%.

The minimum Growth Cap Rate is 6%. However, account value will only transfer
into a new Segment from the MSO Holding Account if the Growth Cap Rate is equal
to or greater than your specified minimum Growth Cap Rate and meets the
conditions discussed earlier in the "Growth Cap Rate" section.

In those instances where the account value in the MSO Holding Account does not
transfer into a new Segment, the account value will remain in the MSO Holding
Account until the next available, qualifying Segment unless you transfer the
account value into the Unloaned GIO and/or other investment option available
under your policy subject to any conditions and restrictions.

For instance, if we declare the Growth Cap Rate to be 6% and your specified
minimum Growth Cap Rate is 6% but we are currently crediting an annual interest
rate on the Unloaned GIO that is greater than or equal to 6% minus the sum of
the charges (B+C+D) discussed in the Growth Cap Rate section then your account
value will remain in the MSO Holding Account on the date the new Segment would
have started.

As indicated above, you must transfer account value out of the MSO Holding
Account into the Unloaned GIO and/or other investment options available under
your policy if you do not want to remain in the MSO Holding Account.

If we declare the Growth Cap Rate to be 6% and your specified minimum Growth
Cap Rate is 6% and if the sum of the charges (B+C+D) discussed in the "Growth
Cap Rate" section plus the annual interest rate on the Unloaned GIO are less
than 6% and all requirements are met then the net amount of the account value
in the MSO Holding Account will transfer into a new Segment.

If you specified a minimum Growth Cap Rate of 10% in the above examples then
account value would not transfer into a new Segment from the MSO Holding
Account because the Growth Cap Rate did not meet your specified minimum Growth
Cap Rate.

The Index-Linked Return is only applied to amounts that remain in a Segment
until the Segment Maturity Date. For example, a surrender of your policy before
Segment maturity will eliminate any Index-Linked Return and be subject to a
Early Distribution Adjustment.

CHANGE IN INDEX

If the Index is discontinued or if the calculation of the Index is
substantially changed, we reserve the right to substitute an alternative index.
We also reserve the right to choose an alternative index at our discretion.

If we were to substitute an alternative index at our discretion, we would
provide notice 45 days before making that change. The new index would only
apply to new Segments. Any outstanding Segments would mature on their original
Segment Maturity Dates.

With an alternative index, the Downside Protection would remain the same or
greater. However, an alternative index may reduce the Growth Cap Rates we can
offer. We would attempt to choose a substitute index that has a similar
investment objective and risk profile to the S&P 500 Price Return index.

If the S&P 500 Price Return index were to be discontinued or substantially
changed, thereby affecting the Index-Linked Return of existing Segments, we
will mature the Segments based on the most

                                      11

                DESCRIPTION OF THE MARKET STABILIZER OPTION(R)






recently available closing value of the Index before it is discontinued or
changed. Such maturity will be as of the date of such most recently available
closing value of the Index and we will use that closing value to calculate the
Index-linked Return through that date. We would apply the full Index
performance to that date subject to the full Growth Cap Rate and Downside
Protection. For example, if the Index was up 12% at the time we matured the
Segment and the Growth Cap Rate was 8%, we would credit an 8% return to your
Segment Account Value. If the Index was down 30% at the time we matured the
Segment, we would credit a 5% negative return to your Segment Account Value. We
would provide notice about maturing the Segment, as soon as practicable and ask
for instructions on where to transfer your Segment Maturity Value.

If we are still offering Segments at that time, you can request that the
Segment Maturity Value be invested in a new Segment, in which case we will hold
the Segment Maturity Value in the MSO Holding Account for investment in the
next available Segment subject to the same terms and conditions discussed above
under MSO Holding Account and Segments.

In the case of any of the types of early maturities discussed above, there
would be no transfer charges or EDA applied and you can allocate the Segment
Maturity Value to the investment options available under your policy. Please
see "Segment Maturity" earlier in this Prospectus for more information. If we
continued offering new Segments, then such a change in the Index may cause
lower Growth Cap Rates to be offered. However, we would still provide a minimum
Growth Cap Rate of 6% and minimum Downside Protection of -25%. We also reserve
the right to not offer new Segments. Please see "Right to Discontinue and Limit
Amounts Allocated to the MSO" later in this Prospectus.

CHARGES

There is a current percentage charge of 1.40% of any policy account value
allocated to each Segment. We reserve the right to increase or decrease the
charge although it will never exceed 2.40%. Of this percentage charge, 0.75%
will be deducted on the Segment Start Date from the amount being transferred
from the MSO Holding Account into the Segment as an up-front charge ("Variable
Index Benefit Charge"), with the remaining 0.65% annual charge (of the current
Segment Account Value) being deducted from the policy account on a monthly
basis during the Segment Term ("Variable Index Segment Account Charge").



----------------------------------------------------------------------------------
                                                              CURRENT
                                                                NON-    GUARANTEED
                        MSO CHARGES                          GUARANTEED  MAXIMUM
----------------------------------------------------------------------------------
                                                                  
Variable Index Benefit Charge                                  0.75%      0.75%
----------------------------------------------------------------------------------
Variable Index Segment Account Charge                          0.65%      1.65%
----------------------------------------------------------------------------------
Total                                                          1.40%      2.40%
----------------------------------------------------------------------------------


This fee table applies specifically to the MSO and should be read in
conjunction with the fee table in the appropriate variable life insurance
policy prospectus. Please also see Loans later in this Prospectus for
information regarding the "spread" you would pay on any policy loan.

The base variable life insurance policy's mortality and expense risk charge
will also be applicable to a Segment Account Value or any amounts held in the
MSO Holding Account. If your policy's mortality and expense risk charge is
deducted on a monthly basis, then the same monthly rate will also be applicable
to the Segment Account Value or any amounts held in the MSO Holding Account. If
your policy's mortality and expense risk charge is deducted on a daily basis,
then the same daily rate will be applicable to any amounts held in the MSO
Holding Account and an equivalent monthly rate will be applicable to the
Segment Account Value. Please refer to the appropriate variable life insurance
policy prospectus for more information.

If a Segment is terminated prior to maturity by policy surrender, or reduced
prior to maturity by monthly deductions (if other funds are insufficient) or by
loans or a Guideline Premium Force-out as described below, we will refund a
proportionate amount of the Variable Index Benefit Charge corresponding to the
surrender or reduction and the time remaining until Segment Maturity. The
refund will be administered as part of the Early Distribution Adjustment
process as described above. This refund will increase your surrender value or
remaining Segment Account Value, as appropriate. Please see Appendix I for an
example and further information.

CHARGE RESERVE AMOUNT

If you elect the Market Stabilizer Option(R), you are required to maintain a
minimum amount of policy account value in the Unloaned GIO to approximately
cover the estimated monthly charges for the policy, (including, but not limited
to, the MSO and any optional riders) for the Segment Term. This is the Charge
Reserve Amount.

The Charge Reserve Amount will be determined on each Segment Start Date as an
amount projected to be sufficient to cover all of the policy's monthly
deductions during the Segment Term, assuming at the time such calculation is
made that no interest or investment performance is credited to or charged
against the policy account and that no policy changes or additional premium
payments are made. The Charge Reserve Amount on other than a Segment Start Date
(or the effective date of a requested face amount increase -- please see
"Requested Face Amount Increases" below for more information) will be the
Charge Reserve Amount determined as of the latest Segment Start Date (or
effective date of a face amount increase) reduced by each subsequent monthly
deduction during the longest remaining Segment Term, although it will never be
less than zero. This means, for example, that if you are in a Segment (Segment
A) and then enter another Segment (Segment B) 6 months later, the Charge
Reserve Amount would be re-calculated on the start date of Segment B. The
Charge Reserve Amount would be re-calculated to cover all of the policy's
monthly deductions during the Segment Terms for both Segments A and B.

When you select the MSO, as part of your initial instructions, you will be
asked to specify the investment options from which we should transfer the
account value to the Unloaned GIO to meet Charge Reserve Amount requirements,
if necessary. No transfer restrictions apply to amounts that you wish to
transfer into the Unloaned GIO to meet the Charge Reserve Amount requirement.
If your values in the variable investment options including the MSO Holding
Account and the unloaned portion of our GIO are insufficient to cover the
Charge Reserve Amount, no new Segment will be established. Please see
"Segments" above for more information regarding the Charge Reserve Amount and
how amounts may be transferred to meet this requirement.

Please note that the Charge Reserve Amount may not be sufficient to cover
actual monthly deductions during the Segment Term. Although

                                      12

                DESCRIPTION OF THE MARKET STABILIZER OPTION(R)






the Charge Reserve Amount will be re-calculated on each Segment Start Date, and
the amount already present in the Unloaned GIO will be supplemented through
transfers from your value in the variable investment options including the MSO
Holding Account, if necessary to meet this requirement, actual monthly
deductions could vary up or down during the Segment Term due to various factors
including but not limited to requested policy changes, additional premium
payments, investment performance, loans, policy partial withdrawals from other
investment options besides the MSO, and any changes we might make to current
policy charges.

Please also refer to the appropriate life insurance policy prospectus for more
information.

HOW WE DEDUCT POLICY MONTHLY CHARGES DURING A SEGMENT TERM

Under your base variable life insurance policy, monthly deductions are
allocated to the variable investment options and the Unloaned GIO according to
deduction allocation percentages specified by you or based on a proportionate
allocation should any of the individual investment option values be
insufficient.

However, if the Market Stabilizer Option(R) is elected, on the Segment Start
Date, deduction allocation percentages will be changed so that 100% of monthly
deductions will be taken from the Charge Reserve Amount and then any remaining
value in the Unloaned GIO, if the Charge Reserve Amount is depleted, during the
Segment Term. In addition, if the value in the Unloaned GIO is ever
insufficient to cover monthly deductions during the Segment Term, the base
policy's proportionate allocation procedure will be modified as follows:

1. The first step will be to take the remaining portion of the deductions
   proportionately from the values in the variable investment options,
   including any value in the MSO Holding Account but excluding any Segment
   Account Values.

2. If the Unloaned GIO and variable investment options, including any value in
   the MSO Holding Account, are insufficient to cover deductions in their
   entirety, the remaining amount will be allocated to the individual Segments
   proportionately, based on the current Segment Distribution Values.

3. Any portion of a monthly deduction allocated to an individual Segment will
   generate a corresponding Early Distribution Adjustment of the Segment
   Account Value.

The effect of those procedures is that account value will be taken out of a
Segment to pay a monthly deduction (and an EDA therefore applied) only if there
is no remaining account value in any other investment options, as listed in 1.
and 2. above.

In addition, your base variable life insurance policy will lapse if your net
policy account value or net cash surrender value (please refer to your base
variable life insurance policy prospectus for a further explanation of these
terms) is not enough to pay your policy's monthly charges when due (unless one
of the available guarantees against termination is applicable). If you have
amounts allocated to MSO Segments, the Segment Distribution Value will be used
in place of the Segment Account Value in calculating the net policy account
value and net cash surrender value.

These modifications will apply during any period in which a Segment exists and
has not yet reached its Segment Maturity Date.

EARLY DISTRIBUTION ADJUSTMENT

OVERVIEW

Before a Segment matures, if you surrender your policy, take a loan from a
Segment or if we should find it necessary to make deductions for monthly
charges or other distributions from a Segment, we will apply an Early
Distribution Adjustment.

The application of the EDA is based on your agreement (under the terms of the
MSO) to be exposed to the risk that, at the Segment Maturity Date, the Index
will have fallen by more than 25%. The EDA uses what we refer to as a Put
Option Factor to estimate the market value, at the time of an early
distribution, of the risk that you would suffer a loss if your Segment were
continued (without taking the early distribution) until its Segment Maturity
Date. By charging you with a deduction equal to that estimated value, the EDA
provides a treatment for an early distribution that is designed to be
consistent with how distributions at the end of a Segment are treated when the
Index has declined over the course of that Segment.

In the event of an early distribution, even if the Index has experienced
positive performance since the Segment Start Date, the EDA will cause you to
lose principal through the application of the Put Option Factor and that loss
may be substantial. That is because there is always some risk that the Index
would have declined by the Segment Maturity Date such that you would suffer a
loss if the Segment were continued (without taking any early distribution)
until that time. However, the other component of the EDA is the proportionate
refund of the Variable Index Benefit Charge (discussed below under "Important
Considerations") which is a positive adjustment to you. As a result, the
overall impact of the EDA is to reduce your Segment Account Value and your
other policy values except in the limited circumstances where the proportionate
refund is greater than your loss from the Put Option Factor.

We determine the EDA and the Put Option Factor by formulas that are described
below under "ADDITIONAL DETAIL."

IMPORTANT CONSIDERATIONS

When any surrender, loan, charge deduction or other distribution is made from a
Segment before its Segment Maturity Date:

1. YOU WILL FORFEIT ANY POSITIVE INDEX PERFORMANCE WITH RESPECT TO THESE
   AMOUNTS. INSTEAD, ANY OF THESE PRE-SEGMENT MATURITY DATE DISTRIBUTIONS WILL
   CAUSE AN EDA TO BE APPLIED THAT WILL USUALLY RESULT IN A REDUCTION IN YOUR
   VALUES. THEREFORE, YOU SHOULD GIVE CAREFUL CONSIDERATION BEFORE TAKING ANY
   SUCH EARLY LOAN OR SURRENDER, OR ALLOWING THE VALUE IN YOUR OTHER INVESTMENT
   OPTIONS TO FALL SO LOW THAT WE MUST MAKE ANY MONTHLY DEDUCTION FROM A
   SEGMENT; AND

2. The EDA will be applied, which means that:

   a. IF THE INDEX HAS FALLEN MORE THAN 25% SINCE THE SEGMENT START DATE, the
      EDA would generally have the effect of charging you for (i) the full
      amount of that loss below 25%, plus (ii) an additional amount for the
      risk that the Index might decline further by the Segment Maturity Date.
      (Please see example III in Appendix I for further information.)

                                      13

                DESCRIPTION OF THE MARKET STABILIZER OPTION(R)








   b. IF THE INDEX HAS FALLEN SINCE THE SEGMENT START DATE, BUT BY LESS THAN
      25%, the EDA would charge you for the risk that, by the Segment Maturity
      Date, the Index might have declined further to a point more than 25%
      below what it was at the Segment Start Date. (Please see example I in
      Appendix I for further information.) This charge would generally be less
      than the amount by which the Index had fallen from the Segment Start Date
      through the date we apply the EDA. It also would generally be less than
      it would be under the circumstances in 2a. above.

   c. IF THE INDEX HAS RISEN SINCE THE SEGMENT START DATE, the EDA would not
      credit you with any of such favorable investment performance. Instead,
      the EDA would charge you for the risk that, by the Segment Maturity Date,
      the Index might have declined to a point more than 25% below what it was
      at the Segment Start Date. (Please see examples II and IV in Appendix I
      for further information.) This charge would generally be less than it
      would be under the circumstances in 2a. and 2b. above.


In addition to the consequences discussed in 2. above, the EDA also has the
effect of pro rating the Variable Index Benefit Charge. As discussed further
below, this means that you in effect would receive a proportionate refund of
this charge for the portion of the Segment Term that follows the early
surrender, loan, policy distribution, or charge deduction that caused us to
apply the EDA. In limited circumstances, this refund may cause the total EDA to
be positive.

For the reasons discussed above, the Early Distribution Adjustment to the
Segment Account Value will usually reduce the amount you would receive when you
surrender your policy prior to a Segment Maturity Date. For loans and charge
deductions, the Early Distribution Adjustment would usually further reduce the
account value remaining in the Segment Account Value and therefore decrease the
Segment Maturity Value.

ADDITIONAL DETAIL

For purposes of determining the Segment Distribution Value prior to a Segment
Maturity Date, the EDA is:

(a)the Put Option Factor multiplied by the Segment Account Value

                                    -minus-

(b)a pro rata portion of the 0.75% Variable Index Benefit Charge attributable
   to the Segment Account Value. (Please see "Charges" earlier in this
   Prospectus for an explanation of this charge.)

The Put Option Factor multiplied by the Segment Account Value represents, at
any time during the Segment Term, the estimated market value of your potential
exposure to negative S&P 500 Price Return index performance that is worse than
-25%. The Put Option Factor, on any date, represents the estimated value on
that date of a hypothetical "put option" (as described below) on the Index
having a notional value equal to $1 and strike price at Segment Maturity equal
to $0.75 ($1 plus the Downside Protection which is currently -25%). The strike
price of the option ($0.75) is the difference between a 100% loss in the S&P
500 Price Return index at Segment Maturity and the 25% loss at Segment Maturity
that would be absorbed by the Downside Protection feature of the MSO (please
see "Growth Cap Rate" earlier in this Prospectus for an explanation of the
Downside Protection.) In a put option on an index, the seller will pay the
buyer, at the maturity of the option, the difference between the strike price
-- which was set at issue -- and the underlying index closing price, in the
event that the closing price is below the strike price. Prior to the maturity
of the put option, its value generally will have an inverse relationship with
the index. The notional value can be described as the price of the underlying
index at inception of the contract. Using a notional value of $1 facilitates
computation of the percentage change in the Index and the put option factor.

The Company will utilize a fair market value methodology to determine the Put
Option Factor.

For this purpose, we use the Black Scholes formula for valuing a European put
option on the S&P 500 Price Return index, assuming a continuous dividend yield,
with inputs that are consistent with current market prices.


The inputs to the Black Scholes model include:


(1)Implied Volatility of the Index -- This input varies with (i) how much time
   remains until the Maturity Date of the Segment from which an early
   distribution is being made, which is determined by using an expiration date
   for the hypothetical put option that corresponds to that time remaining and
   (ii) the relationship between the strike price of the hypothetical put
   option and the level of the S&P 500 Price Return index at the time of the
   early distribution. This relationship is referred to as the "moneyness" of
   the hypothetical put option described above, and is calculated as the ratio
   of the $0.75 strike price of that hypothetical put option to what the level
   of the S&P 500 Price Return index would be at the time of the early
   distribution if the Index had been $1 at the beginning of the Segment.
   Direct market data for these inputs for any given early distribution are
   generally not available, because put options on the Index that actually
   trade in the market have specific maturity dates and moneyness values that
   are unlikely to correspond precisely to the Maturity Date and moneyness of
   the hypothetical put option that we use for purposes of calculating the EDA.


   Accordingly, we use the following method to estimate the implied volatility
   of the Index. We receive daily quotes of implied volatility from banks using
   the same Black Scholes model described above and based on the market prices
   for certain S&P 500 Price Return put options. Specifically, implied
   volatility quotes are obtained for put options with the closest maturities
   above and below the actual time remaining in the Segment at the time of the
   early distribution and, for each maturity, for those put options having the
   closest moneyness value above and below the actual moneyness of the
   hypothetical put option described above, given the level of the S&P 500
   Price Return index at the time of the early distribution. In calculating the
   Put Option Factor, we will derive a volatility input for your Segment's time
   to maturity and strike price by linearly interpolating between the implied
   volatility quotes that are based on the actual adjacent maturities and
   moneyness values described above, as follows:


   (a)We first determine the implied volatility of a put option that has the
      same moneyness as the hypothetical put option but

                                      14

                DESCRIPTION OF THE MARKET STABILIZER OPTION(R)






      with the closest available time to maturity shorter than your Segment's
      remaining time to maturity. This volatility is derived by linearly
      interpolating between the implied volatilities of put options having the
      moneyness values that are above and below the moneyness value of the
      hypothetical put option.

   (b)We then determine the implied volatility of a put option that has the
      same moneyness as the hypothetical put option but with the closest
      available time to maturity longer than your Segment's remaining time to
      maturity. This volatility is derived by linearly interpolating between
      the implied volatilities of put options having the moneyness values that
      are above and below the moneyness value of the hypothetical put option.

   (c)The volatility input for your Segment's time to maturity will then be
      determined by linearly interpolating between the volatilities derived in
      steps (a) and (b).

(2)LIBOR Rate -- Key duration LIBOR rates will be retrieved from a recognized
   financial reporting vendor. LIBOR rates will be retrieved for maturities
   adjacent to the actual time remaining in the Segment at the time of the
   early distribution. We will use linear interpolation to derive the exact
   remaining duration rate needed as the input.

(3)Index Dividend Yield -- On a daily basis we will get the projected annual
   dividend yield across the entire Index. This value is a widely used
   assumption and is readily available from recognized financial reporting
   vendors.

In general, the Put Option Factor has an inverse relationship with the S&P 500
Price Return index. In addition to the factors discussed above, the Put Option
Factor is also influenced by time to Segment Maturity. We determine Put Option
Factors at the end of each business day. Generally, a business day is any day
the New York Stock Exchange is open for trading. If any inputs to the Black
Scholes formula are unavailable on a business day, we would use the value of
the input from the most recent preceding business day. The Put Option Factor
that applies to a transaction or valuation made on a business day will be the
Factor for that day. The Put Option Factor that applies to a transaction or
valuation made on a non-business day will be the Factor for the next business
day.

Appendix I at the end of this Prospectus provides examples of how the Early
Distribution Adjustment is calculated.

TRANSFERS

There is no charge to transfer into and out of the MSO Holding Account and you
can make a transfer at any time to or from the investment options available
under your policy subject to any transfer restrictions within your policy. You
may not transfer into the MSO Holding Account while the Extended No Lapse
Guarantee Rider is in effect with your policy, if applicable. You must
terminate the Extended No Lapse Guarantee Rider before electing MSO. Any
restrictions applicable to transfers between the MSO Holding Account and such
investment options would be the same transfer restrictions applicable to
transfers between the investment options available under your policy. However,
once policy account value has been swept from the MSO Holding Account into a
Segment, transfers into or out of that Segment before its Segment Maturity Date
will not be permitted. Please note that while a Segment is in effect, before
the Segment Maturity Date, the amount available for transfers from the Unloaned
GIO will be limited to avoid reducing the Unloaned GIO below the remaining
Charge Reserve Amount.

Thus the amount available for transfers from the Unloaned GIO will not be
greater than any excess of the Unloaned GIO over the remaining Charge Reserve
Amount.

Please also refer to the appropriate life insurance policy prospectus for more
information.

WITHDRAWALS

Once policy account value has been swept from the MSO Holding Account into a
Segment, you will not be allowed to withdraw the account value out of a Segment
before the Segment Maturity Date unless you surrender your policy. You may also
take a loan; please see "Loans" later in this Prospectus for more information.
Any account value taken out of a Segment before the Segment Maturity Date will
generate an Early Distribution Adjustment. Please note that while a Segment is
in effect, before the Segment Maturity Date, the amount available for
withdrawals from the Unloaned GIO will be limited to avoid reducing the
Unloaned GIO below the Charge Reserve Amount. Thus, if there is any policy
account value in a Segment, the amount which would otherwise be available to
you for a partial withdrawal of net cash surrender value will be reduced, by
the amount (if any) by which the sum of your Segment Distribution Values and
the Charge Reserve Amount exceeds the policy surrender charge.

If the policy owner does not indicate or if we cannot allocate the withdrawal
as requested due to insufficient funds, we will allocate the withdrawal
proportionately from your values in the Unloaned GIO (excluding the Charge
Reserve Amount) and your values in the variable investment options including
the MSO Holding Account.

CASH SURRENDER VALUE, NET CASH SURRENDER VALUE AND LOAN VALUE

If you have amounts allocated to MSO Segments, the Segment Distribution Values
will be used in place of the Segment Account Values in calculating the amount
of any cash surrender value, net cash surrender value and maximum amount
available for loans (please refer to your base variable life insurance policy
prospectus for a further explanation of these latter terms). This means an EDA
would apply to those amounts. Please see Appendix I for more information.

GUIDELINE PREMIUM FORCE-OUTS

For policies that use the Guideline Premium Test, a new Segment will not be
established or created if we determine, when we process your election, that a
distribution from the policy will be required to maintain its qualification as
life insurance under federal tax law at any time during the Segment Term.

However, during a Segment Term if a distribution becomes necessary under the
force-out rules of Section 7702 of the Internal Revenue Code, it will be
deducted proportionately from the values in the Unloaned GIO (excluding the
Charge Reserve Amount) and in any variable investment option, including any
value in the MSO Holding Account but excluding any Segment Account Values.

                                      15

                DESCRIPTION OF THE MARKET STABILIZER OPTION(R)







If the Unloaned GIO (excluding the Charge Reserve Amount) and variable
investment options, including any value in the MSO Holding Account, are
insufficient to cover the force-out in its entirety, any remaining amount
required to be forced out will be taken from the individual Segments
proportionately, based on the current Segment Distribution Values.

ANY PORTION OF A FORCE-OUT DISTRIBUTION TAKEN FROM AN INDIVIDUAL SEGMENT WILL
GENERATE A CORRESPONDING EARLY DISTRIBUTION ADJUSTMENT OF THE SEGMENT ACCOUNT
VALUE.

If the Unloaned GIO (excluding the remaining Charge Reserve Amount), together
with the variable investment options including any value in the MSO Holding
Account, and the Segment Distribution Values, is still insufficient to cover
the force-out in its entirety, the remaining amount of the force-out will be
allocated to the Unloaned GIO and reduce or eliminate any remaining Charge
Reserve Amount under the Unloaned GIO.

LOANS

Please refer to the appropriate variable life insurance policy prospectus for
information regarding policy loan provisions.

You may specify how your loan is to be allocated among the MSO, the variable
investment options and the Unloaned GIO. Any portion of a requested loan
allocated to the MSO will be redeemed from the individual Segments and the MSO
Holding Account proportionately, based on the value of the MSO Holding Account
and the current Segment Distribution Values of each Segment. Any portion
allocated to an individual Segment will generate a corresponding Early
Distribution Adjustment of the Segment Account Value and be subject to a higher
guaranteed maximum loan spread (2% for policies with a contract state of New
York and 5% for all other policies).

If you do not specify or if we cannot allocate the loan according to your
specifications, we will allocate the loan proportionately from your values in
the Unloaned GIO (excluding the Charge Reserve Amount) and your values in the
variable investment options including the MSO Holding Account.

If the Unloaned GIO (excluding the remaining amount of the Charge Reserve
Amount), together with the variable investment options including any value in
the MSO Holding Account, are insufficient to cover the loan in its entirety,
the remaining amount of the loan will be allocated to the individual Segments
proportionately, based on current Segment Distribution Values.

ANY PORTION OF A LOAN ALLOCATED TO AN INDIVIDUAL SEGMENT WILL GENERATE A
CORRESPONDING EARLY DISTRIBUTION ADJUSTMENT OF THE SEGMENT ACCOUNT VALUE AND BE
SUBJECT TO A HIGHER GUARANTEED MAXIMUM LOAN SPREAD.

If the Unloaned GIO (excluding the remaining amount of the Charge Reserve
Amount), together with the variable investment options including any value in
the MSO Holding Account and the Segment Distribution Values, are still
insufficient to cover the loan in its entirety, the remaining amount of the
loan will be allocated to the Unloaned GIO and will reduce or eliminate the
remaining Charge Reserve Amount.

Loan interest is due on each policy anniversary. If the interest is not paid
when due, it will be added to your outstanding loan and allocated on the same
basis as monthly deductions. See "How we deduct policy monthly charges during a
Segment Term."

Whether or not any Segment is in effect and has not yet reached its Segment
Maturity Date, loan repayments will first reduce any loaned amounts that are
subject to the higher maximum loan interest spread. Loan repayments will first
be used to restore any amounts that, before being designated as loan
collateral, had been in the Unloaned GIO. Any portion of an additional loan
repayment allocated to the MSO at the policy owner's direction (or according to
premium allocation percentages) will be transferred to the MSO Holding Account
to await the next available Segment Start Date and will be subject to the same
conditions described earlier in this Prospectus.

IMPACT OF MSO ELECTION ON OTHER POLICY RIDERS AND/OR SERVICES

If you elect to allocate any policy account value to the MSO, other riders
and/or services under your policy may be impacted as described in detail in
Appendix II later in this Prospectus. Please also refer to your variable life
insurance policy prospectus for additional information.

REQUESTED FACE AMOUNT INCREASES

Please refer to the appropriate variable life insurance policy prospectus for
conditions that will apply for a requested face amount increase.

If you wish to make a face amount increase during a Segment Term, the MSO
requires that a minimum amount of policy account value be available to be
transferred into the Unloaned GIO (if not already present in the Unloaned GIO),
and that the balance after deduction of monthly charges remain there during the
longest remaining Segment Term subject to any loans as described above. This
minimum amount will be any amount necessary to supplement the existing Charge
Reserve Amount so as to be projected to be sufficient to cover all monthly
deductions during the longest remaining Segment Term. Such amount will be
determined assuming at the time such calculation is made that no interest or
investment performance is credited to or charged against the policy account
value, and that no further policy changes or additional premium payments are
made.

Any necessary transfers to supplement the amount already present in the
Unloaned GIO in order to meet this minimum requirement will take effect on the
effective date of the face amount increase. There will be no charge for this
transfer. Any transfer from the variable investment options including the MSO
Holding Account will be made in accordance with your directions. Your transfer
instructions will be requested as part of the process for requesting the face
amount increase. If the requested allocation is not possible due to
insufficient funds, the required amount will be transferred proportionately
from the variable investment options, as well as the MSO Holding Account. If
such transfers are not possible due to insufficient funds, your requested face
amount increase will be declined.

YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS

Please refer to the appropriate variable insurance policy prospectus for more
information regarding your right to cancel your policy within a certain number
of days and the Investment Start Date, which is the business day your
investment first begins to earn a return for you.
However, the policy prospectus provisions that address when amounts will be
allocated to the investment options do not apply to amounts allocated to the
MSO.

                                      16

                DESCRIPTION OF THE MARKET STABILIZER OPTION(R)







In those states that require us to return your premium without adjustment for
investment performance within a certain number of days, we will initially put
all amounts which you have allocated to the MSO into our EQ/Money Market
investment option. In this case, if we have received all necessary requirements
for your policy as of the day your policy is issued, on the first business day
following the later of the twentieth day after your policy is issued or the
Investment Start Date (30th day in most states if your policy is issued as the
result of a replacement 60th day in New York), we will reallocate those amounts
to the MSO Holding Account where they will remain until the next available
Segment Start Date, at which time such amounts will be transferred to a new
Segment of the MSO subject to meeting the conditions described in this
Prospectus. However, if we have not received all necessary requirements for
your policy as of the day your policy is issued, we will re-allocate those
amounts to the MSO Holding Account on the 20th day (longer if your policy is
issued as the result of a replacement) following the date we receive all
necessary requirements to put your policy in force at our Administrative
Office. Your financial professional can provide further information on what
requirements may apply to your policy.

In all other states, any amounts allocated to the MSO will first be allocated
to the MSO Holding Account where they will remain for 20 days (unless the
policy is issued as the result of a replacement, in which case amounts in the
MSO Holding Account will remain there for 30 days (45 days in Pennsylvania)).
Thereafter, such amounts will be transferred to a new Segment of the MSO on the
next available Segment Start Date, subject to meeting the conditions described
in this Prospectus.

SEGMENT MATURITY GIO LIMITATION

Upon advance notification, we reserve the right to limit the amount of your
Segment Maturity Value that may be allocated to the guaranteed interest option.
However, that limitation will never be less than 5% of your Segment Maturity
Value. We will transfer any portion of your Segment Maturity Value that is
allocated to the guaranteed interest option in excess of the Segment Maturity
GIO Limitation to the EQ/Money Market variable investment option unless we
receive your instructions prior to the Segment Maturity Date that the Segment
Maturity Value should be allocated to the MSO Holding Account or to any other
available variable investment option.

As of November 18, 2013, AXA Equitable will not exercise its right to limit the
amounts that may be allocated and or transferred to the guaranteed interest
option ("policy guaranteed interest option limitation"). All references to the
policy guaranteed interest option limitation in your prospectus, and/or in your
policy and/or in the endorsements to your policy, are not applicable. See
"Appendix II: Impact of MSO Election on Other Policy Riders and/or Services".

RIGHT TO DISCONTINUE AND LIMIT AMOUNTS ALLOCATED TO THE MSO

We reserve the right to restrict or terminate future allocations to the MSO at
any time. If this right were ever to be exercised by us, all Segments
outstanding as of the effective date of the restriction would be guaranteed to
continue uninterrupted until the Segment Maturity Date. As each such Segment
matured, the balance would be reallocated to the Unloaned GIO and/or variable
investment options per your instructions, or to the EQ/Money Market investment
option if no instructions are received. We may also temporarily suspend
offering Segments at any time and for any reason including emergency conditions
as determined by the Securities and Exchange Commission. We also reserve the
right to establish a maximum amount for any single policy that can be allocated
to the MSO.

ABOUT SEPARATE ACCOUNT NO. 67

Amounts allocated to the MSO are held in a "non-unitized" separate account we
have established under the New York Insurance Law. We own the assets of the
separate account, as well as any favorable investment performance on those
assets. You do not participate in the performance of the assets held in this
separate account. We may, subject to state law that applies, transfer all
assets allocated to the separate account to our general account. These assets
are also available to the insurer's general creditors and an owner should look
to the financial strength of AXA Equitable for its claims-paying ability.
We guarantee all benefits relating to your value in the MSO, regardless of
whether assets supporting the MSO are held in a separate account or our general
account.

Our current plans are to invest separate account assets in fixed-income
obligations, including corporate bonds, mortgage-backed and asset-backed
securities, and government and agency issues. Futures, options and interest
rate swaps may be used for hedging purposes.

Although the above generally describes our plans for investing the assets
supporting our obligations under MSO, we are not obligated to invest those
assets according to any particular plan except as we may be required to by
state insurance laws.

                                      17

                DESCRIPTION OF THE MARKET STABILIZER OPTION(R)





5. Distribution of the policies

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

The MSO is only available only under certain variable life insurance policies
issued by AXA Equitable. Extensive information about the arrangements for
distributing the variable life insurance policies, including sales
compensation, is included under "Distribution of the Policies" in the
appropriate variable life insurance policy prospectus and in the statement of
additional information that relates to that prospectus. All of that information
applies regardless of whether you choose to use the MSO, and there is no
additional plan of distribution or sales compensation with respect to the MSO.
There is also no change to the information regarding the fact that the
principal underwriter(s) is an affiliate or an indirect wholly owned subsidiary
of AXA Equitable.

                                      18

                         DISTRIBUTION OF THE POLICIES





6. Incorporation of certain documents by reference

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


AXA Equitable's Annual Report on Form 10-K for the period ended December 31,
2015 (the "Annual Report") is considered to be part of this Prospectus because
it is incorporated by reference.

AXA Equitable files reports and other information with the SEC, as required by
law. You may read and copy this information at the SEC's public reference
facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by
accessing the SEC's website at www.sec.gov. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. Under the Securities Act of 1933, AXA Equitable has filed with
the SEC a registration statement relating to the Market Stabilizer Option(R)
(the "Registration Statement"). This Prospectus has been filed as part of the
Registration Statement and does not contain all of the information set forth in
the Registration Statement.

After the date of this Prospectus and before we terminate the offering of the
securities under the Registration Statement, all documents or reports we file
with the SEC under the Securities Exchange Act of 1934 ("Exchange Act"), will
be considered to become part of this Prospectus because they are incorporated
by reference.

Any statement contained in a document that is or becomes part of this
Prospectus, will be considered changed or replaced for purposes of this
Prospectus if a statement contained in this Prospectus changes or is replaced.
Any statement that is considered to be a part of this Prospectus because of its
incorporation will be considered changed or replaced for the purpose of this
Prospectus if a statement contained in any other subsequently filed document
that is considered to be part of this Prospectus changes or replaces that
statement. After that, only the statement that is changed or replaced will be
considered to be part of this Prospectus.

We file the Registration Statement and our Exchange Act documents and reports,
including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q,
electronically according to EDGAR under CIK
No.0000727920. The SEC maintains a website that contains reports, proxy and
information statements, and other information regarding registrants that file
electronically with the SEC. The address of the site is www.sec.gov.

Upon written or oral request, we will provide, free of charge, to each person
to whom this Prospectus is delivered, a copy of any or all of the documents
considered to be part of this Prospectus because they
are incorporated herein. In accordance with SEC rules, we will provide copies
of any exhibits specifically incorporated by reference into the text of the
Exchange Act reports (but not any other exhibits). Requests for documents
should be directed to AXA Equitable Life Insurance Company, 1290 Avenue of the
Americas, New York, New York 10104. Attention: Corporate Secretary (telephone:
(212) 554-1234). You can access our website at www.axa.com or us.axa.com for
those outside the U.S.


INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The consolidated financial statements of AXA Equitable Life Insurance Company
incorporated in this Prospectus by reference to the Annual Report on Form 10-K
for the year ended December 31, 2015 have been so incorporated in reliance on
the report of PricewaterhouseCoopers LLP, an independent registered public
accounting firm, given on the authority of said firm as experts in auditing and
accounting.


PricewaterhouseCoopers LLP provides independent audit services and certain
other non-audit services to AXA Equitable as permitted by the applicable SEC
independence rules, and as disclosed in AXA Equitable's Form 10-K.
PricewaterhouseCoopers LLP's address is 300 Madison Avenue, New York, New York
10017.

                                      19

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE





Appendix I: Early Distribution Adjustment Examples

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

              HYPOTHETICAL EARLY DISTRIBUTION ADJUSTMENT EXAMPLES

A. EXAMPLES OF EARLY DISTRIBUTION ADJUSTMENT TO DETERMINE SEGMENT DISTRIBUTION
VALUE

The following examples represent a policy owner who has invested in both
Segments 1 and 2. They are meant to show how much value is available to a
policy owner when there is a full surrender of the policy by the policy owner
or other full distribution from these Segments as well as the impact of Early
Distribution Adjustments on these Segments. The date of such hypothetical
surrender or distribution is the Valuation Date specified below and, on that
date, the examples assume 9 months remain until Segment 1's maturity date and 3
months remain until Segment 2's maturity date.

Explanation of formulas and derivation of Put Option Factors is provided in
notes (1)-(3) below.



------------------------------------------------------------------------------------------------------------------
  DIVISION OF MSO INTO                  SEGMENT 1                                SEGMENT 2
        SEGMENTS              (DISTRIBUTION AFTER 3 MONTHS)            (DISTRIBUTION AFTER 9 MONTHS)        TOTAL
------------------------------------------------------------------------------------------------------------------
                                                                                                   
Start Date                 3rd Friday of July, Calendar Year Y     3rd Friday of January, Calendar Year Y
------------------------------------------------------------------------------------------------------------------
Maturity Date             3rd Friday of July, Calendar Year Y+1   3rd Friday of January, Calendar Year Y+1
------------------------------------------------------------------------------------------------------------------
Segment Term                              1 year                                   1 year
------------------------------------------------------------------------------------------------------------------
Valuation Date            3rd Friday of October, Calendar Year Y   3rd Friday of October, Calendar Year Y
------------------------------------------------------------------------------------------------------------------
INITIAL SEGMENT ACCOUNT                   1,000                                    1,000                    2,000
------------------------------------------------------------------------------------------------------------------
Variable Index Benefit
 Charge                                   0.75%                                    0.75%
------------------------------------------------------------------------------------------------------------------
Remaining Segment Term      9 months / 12 months = 9/12 = 0.75       3 months / 12 months = 3/12 = 0.25
------------------------------------------------------------------------------------------------------------------


EXAMPLE I - THE INDEX IS DOWN 10% AT THE TIME OF THE EARLY DISTRIBUTION
ADJUSTMENT



-------------------------------------------------------------------------------------------------------------------------------
CHANGE IN INDEX VALUE                         -10%                                          -10%                       TOTAL
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                             
Put Option Factor                           0.020673                                      0.003425
-------------------------------------------------------------------------------------------------------------------------------
                          Put Option Component:                         Put Option Component:
                          1000 * 0.020673 = 20.67                       1000 * 0.003425 = 3.43
                          Charge Refund Component:                      Charge Refund Component:
                          1000 * 0.75 * (0.0075 / (1 - 0.0075)) = 5.67  1000 * 0.25 * (0.0075 / (1 - 0.0075)) = 1.89
                          Total EDA:                                    Total EDA:
                          20.67 - 5.67 = 15.00                          3.43 - 1.89 = 1.54
Early Distribution
 Adjustment                                                                                                            16.54
-------------------------------------------------------------------------------------------------------------------------------
SEGMENT DISTRIBUTION
 VALUE                               1000 - 15.00 = 985.00                          1000 - 1.54 = 998.46              1,983.46
-------------------------------------------------------------------------------------------------------------------------------
% change in principal                       -2.067%                                       -0.343%
due to the Put Option
Component
-------------------------------------------------------------------------------------------------------------------------------
% change in principal                        0.567%                                        0.189%
due to the Charge Refund
Component
-------------------------------------------------------------------------------------------------------------------------------
Total % change in                            -1.50%                                        -0.15%
Segment Account Value
due to the EDA
-------------------------------------------------------------------------------------------------------------------------------


                                      I-1

              APPENDIX I: EARLY DISTRIBUTION ADJUSTMENT EXAMPLES







EXAMPLE II - THE INDEX IS UP 10% AT THE TIME OF THE EARLY DISTRIBUTION
ADJUSTMENT



-------------------------------------------------------------------------------------------------------------------------------
CHANGE IN INDEX VALUE                         10%                                           10%                        TOTAL
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                             
Put Option Factor                           0.003229                                      0.000037
-------------------------------------------------------------------------------------------------------------------------------
                          Put Option Component:                         Put Option Component:
                          1000 * 0.003229 = 3.23                        1000 * 0.000037 = 0.04
                          Charge Refund Component:                      Charge Refund Component:
                          1000 * 0.75 * (0.0075 / (1 - 0.0075)) = 5.67  1000 * 0.25 * (0.0075 / (1 - 0.0075)) = 1.89
                          Total EDA:                                    Total EDA:
                          3.23 - 5.67 = -2.44                           0.04 - 1.89 = -1.85
Early Distribution
 Adjustment                                                                                                            -4.29
-------------------------------------------------------------------------------------------------------------------------------
SEGMENT DISTRIBUTION
 VALUE                              1000 - (-2.44) = 1002.44                      1000 - (-1.85) = 1001.85            2,004.29
-------------------------------------------------------------------------------------------------------------------------------
% change in principal                       -0.323%                                        -.004%
due to the Put Option
Component
-------------------------------------------------------------------------------------------------------------------------------
% change in principal                        0.567%                                        0.189%
due to the Charge Refund
Component
-------------------------------------------------------------------------------------------------------------------------------
Total % change in                            0.244%                                        0.185%
Segment Account Value
due to the EDA
-------------------------------------------------------------------------------------------------------------------------------


EXAMPLE III - THE INDEX IS DOWN 40% AT THE TIME OF THE EARLY DISTRIBUTION
ADJUSTMENT



-------------------------------------------------------------------------------------------------------------------------------
CHANGE IN INDEX VALUE                         -40%                                          -40%                       TOTAL
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                             
Put Option Factor                           0.163397                                      0.152132
-------------------------------------------------------------------------------------------------------------------------------
                          Put Option Component:                         Put Option Component:
                          1000 * 0.163397 = 163.40                      1000 * 0.152132 = 152.13
                          Charge Refund Component:                      Charge Refund Component:
                          1000 * 0.75 * (0.0075 / (1 - 0.0075)) = 5.67  1000 * 0.25 * (0.0075 / (1 - 0.0075)) = 1.89
                          Total EDA:                                    Total EDA:
                          163.40 - 5.67 = 157.73                        152.13 - 1.89 = 150.24
Early Distribution
 Adjustment                                                                                                             307.97
-------------------------------------------------------------------------------------------------------------------------------
SEGMENT DISTRIBUTION
 VALUE                               1000 - 157.73 = 842.27                        1000 - 150.24 = 849.76             1,692.03
-------------------------------------------------------------------------------------------------------------------------------
% change in principal                       -16.34%                                       -15.213%
due to the Put Option
Component
-------------------------------------------------------------------------------------------------------------------------------
% change in principal                        0.567%                                        0.189%
due to the Charge Refund
Component
-------------------------------------------------------------------------------------------------------------------------------
Total % change in                           -15.773%                                      -15.024%
Segment Account Value
due to the EDA
-------------------------------------------------------------------------------------------------------------------------------


EXAMPLE IV - THE INDEX IS UP 40% AT THE TIME OF THE EARLY DISTRIBUTION
ADJUSTMENT



-------------------------------------------------------------------------------------------------------------------------------
CHANGE IN INDEX VALUE                         40%                                           40%                        TOTAL
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                             
Put Option Factor                           0.000140                                      0.000000
-------------------------------------------------------------------------------------------------------------------------------
                          Put Option Component:                         Put Option Component:
                          1000 * 0.000140 = 0.14                        1000 * .000000 = 0.00
                          Charge Refund Component:                      Charge Refund Component:
                          1000 * 0.75 * (0.0075 / (1 - 0.0075)) = 5.67  1000 * 0.25 * (0.0075 / (1 - 0.0075)) = 1.89
                          Total EDA:                                    Total EDA:
                          0.14 - 5.67 = -5.53                           0.00 - 1.89 = -1.89
Early Distribution
 Adjustment                                                                                                            -7.42
-------------------------------------------------------------------------------------------------------------------------------
SEGMENT DISTRIBUTION
 VALUE                              1000 - (-5.53) = 1005.53                      1000 - (-1.89) = 1001.89            2,007.42
-------------------------------------------------------------------------------------------------------------------------------
% change in principal                       -0.014%                                          0%
due to the Put Option
Component
-------------------------------------------------------------------------------------------------------------------------------
% change in principal                        0.567%                                        0.189%
due to the Charge Refund
Component
-------------------------------------------------------------------------------------------------------------------------------
Total % change in                            0.553%                                        0.189%
Segment Account Value
due to the EDA
-------------------------------------------------------------------------------------------------------------------------------


                                      I-2

              APPENDIX I: EARLY DISTRIBUTION ADJUSTMENT EXAMPLES







(1)Early Distribution Adjustment = (Segment Account Value) x [ (Put Option
   Factor) - (Number of days between Valuation Date and Maturity Date) /(
   Number of days between Start Date and Maturity Date) x ( 0.0075 / (1 -
   0.0075) )]. The denominator of the charge refund component of this formula,
   I.E., "(1-0.0075)," is an adjustment that is necessary in order for the pro
   rata refund of the Variable Index Benefit Charge to be based on the gross
   amount on which that charge was paid by the policy owner on the Segment
   Start Date.

(2)Segment Distribution Value = (Segment Account Value) - (Early Distribution
   Adjustment).

(3)Derivation of Put Option Factor: In practice, the Put Option Factor will be
   calculated based on a Black Scholes model, with input values which are
   consistent with current market prices. We will utilize implied volatility
   quotes - the standard measure used by the market to quote option prices - as
   an input to a Black Scholes model in order to derive the estimated market
   prices. The input values to the Black Scholes model that have been utilized
   to generate the hypothetical examples above are as follows: (1) Implied
   volatility - 25%; (2) Libor rate corresponding to remainder of segment term
   - 1.09% annually; (3) Index dividend yield - 2% annually.

B.EXAMPLE OF AN EARLY DISTRIBUTION ADJUSTMENT CORRESPONDING TO A LOAN ALLOCATED
  TO SEGMENTS, FOR THE SEGMENT DISTRIBUTION VALUES AND SEGMENT ACCOUNT VALUES
  LISTED ABOVE FOR A CHANGE IN INDEX VALUE OF -40%

This example is meant to show the effect on a policy if, rather than a full
distribution, you took a loan in the circumstances outlined in Example III
above when the Index is down 40%. Thus the policy owner is assumed to have an
initial Segment Account Value of 1,000 in each of Segment 1 and Segment 2. It
is also assumed that 9 months remain until Segment 1's maturity date and 3
months remain until Segment 2's maturity date.

Loan Amount: 750
Loan Date: 3rd Friday of October, Calendar Year Y

Explanation of formulas is provided in notes (a)-(d) below.

THE INDEX IS DOWN 40% AT THE TIME OF THE EARLY DISTRIBUTION ADJUSTMENT



---------------------------------------------------------
CHANGE IN INDEX VALUE       -40%       -40%      TOTAL
---------------------------------------------------------
                                       
Segment Account Value     1,000.00   1,000.00   2,000.00
before Loan
---------------------------------------------------------
Loan Allocation/(a)/        373.34     376.66     750.00
---------------------------------------------------------
Early Distribution           69.91      66.59     136.55
 Adjustment/(b)/
---------------------------------------------------------
Segment Account Value       556.73     556.72   1,113.45
after Loan/(c)/
---------------------------------------------------------
Segment Distribution        468.93     473.10     942.03
Value after Loan/(d)/
---------------------------------------------------------


(a)When more than one Segment is being used, we would allocate the loan between
   the Segments proportionately to the Segment Distribution Value in each. We
   take the Segment Distribution Value of each Segment (shown in Example III
   above) and divide it by the total Segment Distribution Values for Segments 1
   and 2. This gives us the proportionate amount of the loan that should be
   allocated to each Segment. For example, for Segment 1, that would be 750 x
   (842.27/1,692.03) = 373.34

(b)This is the Early Distribution Adjustment that would be deducted from each
   Segment, as a result of the loan, based on the amount of the loan that is
   allocated to that Segment. It is equal to a percentage of the Early
   Distribution Adjustment that would apply if a full distribution from the
   Segment were being made, rather than only a partial distribution. This
   percentage would be 44.32545% for Segment 1 in this example: i.e., 373.34
   (the amount of reduction in Segment Distribution Value as a result of the
   loan) divided by 842.27 (the Segment Distribution Value before the loan).
   Thus, the Early Distribution Adjustment that is deducted for Segment 1 due
   to the loan in this example would be 69.91 (i.e., 44.32545% of the 157.73
   Early Distribution adjustment shown in Example III above that would apply if
   a full rather than only a partial distribution from the Segment were being
   made). Of this 69.91, 72.43 would be attributable to the Put Option
   Component and -2.51 would be attributable to the Charge Refund Component
   (which are calculated by applying 44.32545% to the 163.40 Put Option
   Component and the 5.67 Charge Refund Component shown in Example III).
   Similarly, the Early Distribution Adjustment deducted as a result of the
   loan from Segment 2 would be 66.59, of which 67.43 would be attributable to
   the Put Option Component and -0.84 would be attributable to the Charge
   Refund Component.

(c)The Segment Account Value after Loan represents the Segment Account Value
   before Loan minus the Loan Allocation and the Early Distribution Adjustment.
   For example, for Segment 1, that would be 1,000 - 373.34 - 69.93 = 556.73.

(d)Segment Distribution Value after Loan represents the amount a policy owner
   would receive from a Segment if they decided to surrender their policy
   immediately after this loan transaction. We would take the pre-loan Segment
   Distribution Value (shown in Example III above) and subtract the Loan
   Allocation. For example, for Segment 1, that would be 842.27 - 373.34 =
   468.93.


                                      I-3

              APPENDIX I: EARLY DISTRIBUTION ADJUSTMENT EXAMPLES





Appendix II: Impact of MSO Election on Other Policy Riders and/or Services


If you elect to allocate any policy account value to the MSO, other riders and
services under your policy (subject to state availability) may be impacted as
described below. Please also refer to your variable life insurance policy
prospectus for additional information.




-----------------------------------------------------------------------------------
 IMPACT OF MSO ELECTION ON THE ASSET REBALANCING
 SERVICE                                           POLICY(IES)
-----------------------------------------------------------------------------------
                                                
If you are invested in MSO, you may also elect     IncentiveLife Legacy(R) III,
the Asset Rebalancing Service. However, any        Corporate Owned Incentive
amounts allocated to the MSO will not be included  Life(R), Incentive Life(R)
in the rebalance transactions. The investment      Legacy II, Incentive
options available to your Asset Rebalancing        Life(R) '99, Incentive
Service do not include the MSO Holding Account or  Life(R) 2000, Incentive Life(R)
Segments.                                          Plus and IncentiveLife
                                                   Optimizer(R) III




-------------------------------------------------------------------------
 IMPACT OF MSO ELECTION ON THE ENHANCED DEATH
 BENEFIT GUARANTEE RIDER                           POLICY(IES)
-------------------------------------------------------------------------
                                                
If an enhanced death benefit guarantee rider is    Incentive Life(R) '99
included with your policy, and if you allocate
your net premiums or transfer amounts of your
policy to the MSO, the enhanced no lapse
guarantee rider must first be terminated. Once
terminated, any such enhanced death benefit
guarantee rider cannot be restored.




-------------------------------------------------------------------------------
 IMPACT OF MSO ELECTION ON THE EXTENDED NO LAPSE
 GUARANTEE RIDER                                   POLICY(IES)
-------------------------------------------------------------------------------
                                                
Please note that the MSO is not available while    Incentive Life Legacy(R) II
the Extended No Lapse Guarantee Rider is in
effect. You must termi-nate the Extended No Lapse
Guarantee Rider before electing MSO. The Extended
No Lapse Guarantee guarantees that your policy
will not terminate for a certain number of years,
provided certain conditions are met.





------------------------------------------------------------------------------
 IMPACT OF MSO ELECTION ON THE FACE AMOUNT
 INCREASE ENDORSEMENT, TERM INSURANCE RIDERS, OR
 COST OF LIVING RIDERS                             POLICY(IES)
------------------------------------------------------------------------------
                                                
If your policy has any of these endorsements or    Incentive Life(R) '99,
riders that schedule or permit an increase in the  Incentive Life(R) Plus and
face amount of your policy (including Target       Corporate Owned
Amount Increases) or the face amount of a term     Incentive Life(R)
insurance rider, or any combination of the two,
any such increase during a Segment Term will be
subject to the "face amount increases" provision
of the MSO rider for purposes of determining the
sufficiency of your values in the investment
options under your policy including the MSO
Holding Account, and the Unloaned GIO, to cover
the recalculated Charge Reserve Amount on the
effective date of the increase. The same
provision will govern the necessity for any
transfers to supplement the amount in the
Unloaned GIO. Please also see "Requested Face
Amount Increases" under "Description of the
Market Stabilizer Option(R)" earlier in this
Prospectus for more information.
------------------------------------------------------------------------------





----------------------------------------------------------------------------------
 IMPACT OF MSO ELECTION ON THE LIVING BENEFITS
 RIDER (ALSO KNOWN AS AN "ACCELERATED DEATH
 BENEFIT RIDER")                                   POLICY(IES)
----------------------------------------------------------------------------------
                                                
If a Living Benefits Rider or an accelerated       IncentiveLife Legacy(R) III,
death benefit rider (which may be referred to as   Incentive Life Legacy(R) II,
a "total and permanent dis-ability accelerated     Incentive Life(R) '99,
death benefit rider" or a "limited life            Incentive Life(R) 2000,
expectancy accelerated death benefit rider") is    Incentive Life(R) Plus and
included with your policy, the portion of the      IncentiveLife Optimizer(R) III
cash surrender value that is on lien and is
allocated to your values in the variable
invest-ment options under your policy and
investment in the MSO will be transferred to and
maintained as part of the Unloaned GIO. You may
tell us how much of the accelerated payment is to
be transferred from your value in each varia-ble
investment option and your value in the MSO.
Units will be redeemed from each variable
investment option sufficient to cover the amount
of the accelerated payment that is allocated to
it and transferred to the Unloaned GIO. Any
portion of the payment allocated to the MSO based
on your instructions will be deducted from any
value in the MSO Holding Account and the
individual Segments on a pro-rata basis, based on
any value in the MSO Holding Account and the
cur-rent Segment Distribution Value of each
Segment, and transferred to the Unloaned GIO. Any
portion of the payment allocated to an individual
Segment will cause a corresponding Early
Distribution Adjustment of the Segment Account
Value. If you do not tell us how to allocate the
payment, or if we cannot allocate it based on
your directions, we will allocated it based on
our rules then in effect. Allocation rules will
be provided upon request. Such transfers will
occur as of the date we approve an accelerated
death benefit payment. There will be no charge
for such transfers.





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 IMPACT OF MSO ELECTION ON THE LOAN EXTENSION
 ENDORSEMENT                                       POLICY(IES)
----------------------------------------------------------------------------------
                                                
We will include all Segment Values in determining  IncentiveLife Legacy(R) III,
whether the policy will go on to Loan Extension.   Incentive Life Legacy(R) II
If the Loan Extension goes into effect, all        IncentiveLife Optimizer(R) III
Segments will be terminated and you will forfeit
any positive index performance and be subject to
an Early Distribution Adjustment with respect to
these amounts. In addition, MSO will no longer be
avail-able once you go on Loan Extension.
----------------------------------------------------------------------------------



                                     II-1

  APPENDIX II: IMPACT OF MSO ELECTION ON OTHER POLICY RIDERS AND/OR SERVICES









--------------------------------------------------------------------------------
 IMPACT OF MSO ELECTION ON LONG-TERM CARE
 SERVICES/SM/ RIDER                                POLICY(IES)
--------------------------------------------------------------------------------
                                                
If you elect the Long-Term Care Services/SM/       IncentiveLife Legacy(R) III,
Rider, after a period of coverage ends before      Incentive Life Legacy(R) II
coverage is continued as a Nonforfeiture Benefit,  and IncentiveLife
if any MSO Segments are in effect, they will be    Optimizer(R) III
terminated with corresponding early distribution
adjustments, and the MSO Segment values will be
reallocated to the variable investment options
and your GIO based on your premium allocations
then in effect.





--------------------------------------------------------------------------------
 IMPACT OF MSO ELECTION ON THE PAID UP DEATH
 BENEFIT GUARANTEE                                 POLICY(IES)
--------------------------------------------------------------------------------
                                                
The MSO is not available while the Paid Up Death   IncentiveLife Legacy(R) III,
Benefit Guarantee is in effect. The Paid Up Death  Incentive Life Legacy(R) II
Benefit Guarantee provides an opportunity to lock  Incentive Life(R) '99,
in all or a portion of your policy's death         Incentive Life(R) 2000 and
benefit, provided certain conditions are met.      Incentive Life(R) Plus
If a paid up death benefit guarantee (which may
be referred to as a "paid up no lapse guarantee")
is included with your policy, and if you elect
the paid up death benefit guarantee while any
Segment is in effect, the Segment Distribution
Value will be used in place of the Segment
Account Value in the calculation of your policy
account value for purposes of determining the
paid up death benefit guarantee face amount. All
Segments will be terminated on the effective date
of the paid up death benefit guarantee with
corresponding Early Distribution Adjustments, and
the Segment Distribution Values will be
reallocated to the variable investment options
available with your policy and to the Unloaned
GIO in accordance with your prior directions.




---------------------------------------------------------------------
 IMPACT OF MSO ELECTION ON THE POLICY
 CONTINUATION RIDER                                POLICY(IES)
---------------------------------------------------------------------
                                                
We will include all Segment Values in determining  Corporate Owned
both your eligibility to go on Policy              Incentive Life(R)
Continuation and your Policy Continuation Charge.
If you elect to exercise the Policy Continuation
Rider, if available with your policy, all
Segments will be terminated subject to an Early
Distribution Adjustment. You should carefully
consider going on Policy Con-tinuation if you
have amounts invested in MSO, as you will forfeit
any positive index performance and be subject to
an Early Distribution Adjustment with respect to
these amounts. In addition, MSO will no longer be
available once you go on Policy Continuation.
---------------------------------------------------------------------



------------------------------------------------------------------------------
 IMPACT OF MSO ELECTION ON THE GUARANTEED
 INTEREST OPTION ("GIO") LIMITATION                POLICY(IES)
------------------------------------------------------------------------------
                                                
As of November 18, 2013, AXA Equitable will not    Corporate Owned
exercise its right to limit the amounts that may   Incentive Life(R),
be allocated and or transferred to the guaranteed  Incentive Life Legacy II,
interest option ("policy guaranteed interest       Incentive Life(R) '99,
option limitation"). All references to the policy  Incentive Life(R) 2000 and
guaranteed interest option limitation in your      Incentive Life(R) Plus
prospectus, and/or in your policy and/or in the
endorsements to your policy, are not applicable.
If you purchased your policy between September
19, 2009 and November 17, 2013, any reference to
the policy guar-anteed interest option limitation
is inapplicable.
------------------------------------------------------------------------------


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  APPENDIX II: IMPACT OF MSO ELECTION ON OTHER POLICY RIDERS AND/OR SERVICES