Jordan K. Thomsen
Assistant Vice President and Counsel
(212)314-5431
June 22, 2010

VIA EMAIL
Sonny Oh, Esquire
Office of Insurance Products
Division of Investment Management
Securities and Exchange Commission
100 F Street NE
Washington, DC 20549

RE: AXA Equitable Life Insurance Company:
-------------------------------------
Separate Account No. 49 of AXA Equitable Life Insurance Co.
Protected Capital Strategies
Initial Registration Statement filed on Form N-4
File Nos. 811-07659 and 333-165395, and
Initial Registration Statement filed on Form S-3
File No. 333-165396

Dear Mr. Oh:

On behalf of AXA Equitable Life Insurance Company ("AXA Equitable" or
the "Company"), we respond below to your letter dated June 4, 2010, which
provided the comments of the SEC staff on the above-referenced registration
statements. We set forth each specific staff comment and then provide our
response. We have attached a revised draft prospectus reflecting our responses.
The page reference numbers in the comments refer to the courtesy copy that we
provided to the staff with the filing of the initial registration statements.
The page reference numbers in the responses refer to the draft prospectus
attached to this letter. Item references are to the Item numbers set forth in
Form N-4 or Form S-3 as applicable.

COMMENT 1. GENERAL
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COMMENT 1.A.
Please disclose to the staff whether there are any types of guarantees
(e.g., as to any of the company's guarantees under the contract or will
the company will be

primarily responsible for paying out on any guarantees associated with
the contract) or support agreements (e.g., pertaining to capitalization
of the company) with third parties.

RESPONSE 1.A.
The Company does not have any agreement with any third party providing
a guarantee of the particular benefits or guarantees under the
contracts. The Company, however, does have standard mortality
reinsurance arrangements with reinsurance companies with respect to the
Company's business generally. The Company remains primarily responsible
for paying out on any benefits or guarantees associated with the
contracts, regardless of such reinsurance. The Company does not have
any agreement with any third party providing any commitment or
guarantee of capital support for the Company.

COMMENT 1.B.
Please explain to the staff the basis, including precedent, for your
belief that the interests in the Protected Investment Option of the
Protected Capital Strategies(SM) contract to be offered by AXA
Equitable are qualified to be registered on Form S-3.

RESPONSE 1.B.
For reasons discussed below, the fact that adverse market conditions
can cause a policyholder to lose money by allocating a premium payment
or other amounts of account value to the Protected Investment Option
("PIO") does not preclude reliance on General Instruction I.B.2. to
Form S-3.

Administrative History of General Instruction I.B.2.

This General Instruction dates from Form S-3's initial adoption in SEC
Rel. No. 33-6383 (March 3, 1982). As initially adopted, the instruction
referred to "non-convertible debt and preferred securities" that have
been assigned an investment grade rating. Even as to "non-convertible
debt and preferred securities," of course, there would be no guarantee
that a purchaser would not lose money. Many such securities are traded
in open markets, for example, and their market prices can vary
dramatically over time due to a wide variety of factors, such as
post-issuance changes in interest rates and changes in perceived
credit-worthiness of the issuer.

In 1992, moreover, the language of General Instruction I.B.2. was
further broadened by SEC Rel. 33-6964 (Oct. 22, 1992) ("Release
33-6964"). Specifically, the words "debt" and "preferred" were deleted,
which clarified that the ability to rely on the instruction does not
depend upon the security's being a form of debt or preferred
securities. Release 33-6964 explained this change, as follows:

This change clarifies that other investment grade financing instruments
(such as

foreign currency or other cash-settled derivative securities)
may be registered under the investment grade standard.

Clearly, foreign currency derivatives, as well as other types of
derivatives such as referred to in the above-quoted language, may
result in substantial losses to purchasers thereof, and such losses may
result from, among other things, changes in the value of a "Reference"
(i.e., a reference currency, reference commodity, reference instrument,
or reference index upon which the derivative is based). This may be
called a "Reference Value Risk."

We believe that a policyholder's interest in a Protected Investment
Option could fairly be embraced by the term "derivative," as used in
the above-quoted language from Release 33-6964, to the extent that the
value of the policyholder's interest at a given time is determined by
applying a contractually specified formula to the then-current value of
a Reference. We do not believe it is necessary, however, that the
Protected Investment Option interests be considered to be "derivatives"
in order to rely on General Instruction I.B.2. Rather, the above-quoted
language from Release 33-6964 makes clear that "derivatives" are only
one of the types of non-convertible investment instruments that (in
addition to debt and preferred stock) can rely on this instruction,
assuming that they are rated investment grade.

Certain Public Policy Considerations

If Form S-3 were unavailable, interests in Protected Investment Option
would be required to be registered on Form S-1 instead. We do not
believe there is any public policy reason that would make Form S-1 the
preferable form for this purpose.

In particular, the fact that policyholders are exposed to a Reference
Value Risk by their participation in a Protected Investment Option does
not give rise to any public policy reason for requiring the Protected
Investment Option interests to be registered on Form S-1, rather than
Form S-3. That risk is required to be as fully disclosed in a Form S-3
prospectus as in a Form S-1 prospectus. For example, Form S-3 requires
the prospectus to include the same risk factors and information about
the terms of the Protected Investment Option as would be required if
the Protected Investment Option interests were being registered on Form
S-1. See Items 3 and 9 of Form S-3, which are identical to Items 3 and
9 of Form S-1 to the extent relevant.

It is important to note that, under the specific terms of Form S-3,
this information about risk factors and the terms of the securities is
required to be included in the prospectus, and cannot be incorporated
by reference into the prospectus from any other document filed with
SEC. Under Form S-1, by contrast, this information could be
incorporated by reference into the prospectus from other filings with
the SEC, assuming certain conditions are met. See General Instruction
VII. to Form

S-1. Thus, if anything, Form S-3 generally would require a greater
level of disclosure in the prospectus concerning the Protected
Investment Option interests and, in particular, the risks thereof and
the terms and conditions thereof.

Form S-3, of course, requires the registrant's 1934 Act filings to be
incorporated by reference into the prospectus. The information required
to be contained in those 1934 Act filings, however, has to do with
matters such as the registrant's business, financial condition, results
of operations, financial statements, officers and directors, management
remuneration, and properties. Such 1934 Act reports, of course, would
not generally contain information bearing upon the Reference Value Risk
of the Protected Investment Option. Rather, as noted above, Form S-3
generally requires that risk, as well as the terms and conditions of
the Protected Investment Option, to be disclosed in the prospectus.
Moreover, pursuant to General Instruction VII. to Form S-1, the
information that is contained in a registrant's 1934 Act reports
generally is permitted to be incorporated by reference into a
prospectus filed pursuant to that form, and Form S-1, therefore, does
not differ greatly from Form S-3 in that regard.

In sum, insofar as pertinent to the Protected Investment Option
interests (and particularly the Reference Value Risks thereof), (1)
Form S-3 requires no less prospectus disclosure than Form S-1 and (2)
if the full extent of Form S-1's permitted incorporation by reference
were utilized, a Form S-1 prospectus might contain even less disclosure
in this regard than is required in a Form S-3 prospectus.

Certain Precedents

Numerous insurance companies have relied on General Instruction I.B.2.
of Form S-3 to register modified guarantee annuity ("MGA") interests
that have incorporated so-called "market value adjustment" features. In
many such cases, it has been possible for an investor in an MGA
interest to receive back less than the amount of his or her investment,
due to the operation of the market value adjustment feature. That is,
it has been possible in such cases for the market value adjustment
formula to result in a negative adjustment that exceeded the amount of
any cumulative earnings on the MGA interest, such that an investor
withdrawing from the MGA interest would receive an amount less than the
amount originally allocated by the investor to the MGA interest. We
respectfully submit that such instances provide good precedents for
registration of the Protected Investment Option interests in reliance
on General Instruction I.B.2. of Form S-3.

COMMENT 1.C.
Please revise the "Calculation of Registration Fee" as it is not clear
why the values appearing in the table are appropriate and footnotes 1
and 2 to the table do not appear in the table itself. Based on the
current disclosure, the staff would have

expected i) only one row in the table; ii) the value appearing in the
second column of first row to appear in the second to last column; iii)
and footnotes 1 and 2 appearing under the second and third columns of
first row.

RESPONSE 1.C.
There is some variation in the manner in which registrants complete the
Calculation of Registration Fee table in Form S-3 and S-1 registration
statements relating to insurance products. Such variations are likely
due to the fact that the table was not designed with such products in
mind. As the staff's comment points out, the registrant inadvertently
omitted to include the applicable footnote references in the table.
Otherwise, we believe that there is ample precedent for completing the
table in the manner filed in this registration statement. Nevertheless,
as described below, the registrant by pre-effective amendment will make
certain changes to make the table more clear.

In this regard, the $1,402,524.54 specified as the "Amount to be
registered" was simply the amount that could be registered by paying
the minimum $100 filing fee that was specified in the table under
"Amount of registration fee" and that was paid with the initial filing
of this registration statement. The registrant by pre-effective
amendment will increase the dollar amount of securities registered to a
substantially greater amount and will enter that greater amount in the
table under both "Amount to be registered" and "Proposed maximum
aggregate offering price" and in the second sentence of footnote (1) to
the table. The registrant will also increase the amount of registration
fee entered under "Amount of registration fee" (with an appropriate
explanatory footnote as to the additional amount of registration fee
being paid with the amendment). The first sentence of footnote (1) to
the table will be revised to read as follows:

(1) Interests in the Protected Investment Option of AXA
Equitable Life Insurance Company are issued in U.S. dollar
amounts, rather than units.

In the "Proposed maximum offering price per unit" column of the table,
"100%" will be replaced by "Not Applicable" and a reference to footnote
(1). A reference to footnote (1) will also be inserted in the "Amount
to be registered" column of the table, and footnote (2) will be
entirely deleted from the table.

COMMENT 1.D.
Please explain to the staff whether [the Company] intends to offer
additional similar options through separate registration statements or
simply adding them to this registration statement.

RESPONSE 1.D.
As noted in the transmittal letter that accompanied the initial filing
of this Form S-3 registration statement, the registrant initially plans
to offer the Protected Investment Option with the "Protected Capital
Strategies" variable annuity

contract, interests under which are filed pursuant to a Form N-4
registration statement (File No. 333-165395).

The Company expects that the Protected Investment Option ("PIO")
prospectus disclosure that would be used in connection with any
additional forms of variable contracts would be substantially similar
to the PIO prospectus disclosure that is used in connection with
Protected Capital Strategies.

Under these circumstances, the Company does not expect to file a new
1933 Act registration statement in order to use the PIO in connection
with any variable contract in addition to Protected Capital Strategies.
Instead, any new version of the prospectus related to PIO, either as
part of a contract offering variable investment options or a
stand-alone PIO prospectus, would be substantially similar to the
current disclosure.

This approach is quite similar to cases that frequently arise currently
where, for example, a single 1933 Act registration statement is
permitted to include different versions of the prospectus for a
variable product in order to reflect the distribution of the product
through different channels. In effect, each different variable contract
could fairly be regarded simply as a different channel for distributing
the PIO interests.

Even outside the insurance product context, Form S-3 itself, of course,
is commonly used in circumstances where multiple versions of a
prospectus are included in the same registration statement (including
even different versions that relate to quite different securities).

Accordingly, Form S-3 provides ample flexibility to include all PIO
prospectus filings within the same Form S-3 registration statement for
the reasons set forth above.

PROSPECTUS
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COMMENT 2. FRONT COVER PAGE

COMMENT 2.A.
Please include and confirm that all disclosure items required by Item
501 of Regulation S-K per Item 1 of Form S-3, in particular note Items
501(b)(5) and (b)(8).

RESPONSE 2.A.
We have addressed Item 501(b)(5) by adding the following disclosure to
the cover page:

PLEASE REFER TO PAGE 13 OF THIS PROSPECTUS FOR A DISCUSSION OF RISK
FACTORS.

We have addressed Item 501(b)(8) by adding the following disclosure to
the cover page:

The principal underwriters of the contract are AXA Advisors, LLC and
AXA Distributors, LLC. The offering of the contract is intended to be
continuous.

COMMENT 2.B.
Please make clear that the Segment Return will apply only to amounts
held to maturity. Please also note that the investor bears the entire
risk of loss of principal held in the Protected Investment Option to
the extent the losses in the relevant index exceed the amount of
downside protection offered under the contract, and that this
protection will not exceed 10% on an annual basis. Please further note
that negative adjustments will be made to withdrawals made before a
Segment matures. Please repeat this information in the "Protected
Investment Option" subsection of the "Protected Capital Strategies at a
glance" section on page 8.

RESPONSE 2.B.
We have clarified these points and repeated the disclosure in the
appropriate section. See the cover page and page 7.

COMMENT 2.C.
For clarity, in the third paragraph, please briefly describe what is
provided in Appendix I. Appendix I lists certain state variations from
the contract described in the prospectus. Please confirm either that
the Appendix contains all material variations from the contract
described in the prospectus or that the prospectus describes all
material rights and obligations of purchasers of the contract.

RESPONSE 2.C.
We have provided a more descriptive cross-reference to Appendix I on
the cover page and revised the introductory disclosure to Appendix I.
New state variation disclosure has been included in Appendix I to
reflect additional state variation disclosure received since our last
filing. As new states approve Protected Capital Strategies with
material contract variations, the Company will update Appendix I via
prospectus supplement. The Company confirms that Appendix I contains
all material variations from the contract described in the prospectus.
See the cover page and page A-1.

COMMENT 2.D.
With respect to the last sentence of the fourth paragraph regarding the
insurance company's ability to refuse to accept any application or
contribution at any time even after purchase, please highlight the
impact that refusal of contributions may have on the value and benefits
of an owner's contract here and wherever else applicable in the
prospectus, i.e., will limit contract value and death benefit. In

doing so, please also describe generally in the same section(s) the
circumstances under which applications and contributions may be
refused.

RESPONSE 2.D.
We added the requested disclosure. See the cover page and page 16.

COMMENT 2.E.
With respect to the description of the Protected Investment Option in
the fifth paragraph, please revise the disclosure to provide a more
general description of the option, e.g., the second and third sentence
of the paragraph and the summary description of feature on page 8
without resorting to the use of defined terms. Given its current
content including the use of a number of defined terms, the staff
believes the disclosure is extremely dense and overly technical and
therefore, does little to enhance the reader's understanding of the
feature.

RESPONSE 2.E.
We have revised the description of the Protected Investment Option on
the cover page. The revised version does not rely on the use of the
defined terms.

COMMENT 2.F.
Please define all terms the first time they are used in the body of the
prospectus or use the term in full, e.g., "Gold Index" and "Oil Index"
are used in table of indices but are not defined until page 8.

RESPONSE 2.F.
The list of defined terms now immediately follows the "Table of
contents." In addition, the Gold Index and the Oil Index are defined on
the cover page.

COMMENT 2.G.
In the last paragraph, please clarify the meaning of the phrase, "is a
part of one of the registration statements."

RESPONSE 2.G.
The words "one of" have been removed.

COMMENT 2.H.
Please confirm that the pages provided in the "Index of key words and
phrases" on page 4 accurately reflect the pages on which a definition
should appear, e.g., reflects that "business day" is defined on page
54, but actually defined on page 19.

RESPONSE 2.H.
The "Index of key words and phrases" has been replaced with
"Definitions of key terms." This change is also consistent with our
response to Comment 5.g.

COMMENT 3. HOW TO REACH US (PAGES 3 AND 4)

The information contained in this section is too detailed to merit
placement before important sections such as the At a glance, Risk Factors and
the fee table sections. Please move the information to a more appropriate
location in the prospectus, preferably to a position after all the defined terms
that appear for the first time in this section have already been defined.

RESPONSE 3.
This section has been moved to page 14, after Risk Factors.

COMMENT 4. PROTECTED CAPITAL STRATEGIES AT A GLANCE - KEY FEATURES (PAGE 8)

COMMENT 4.A.
In the last sentence under "Access to your money" on page 9, please
clarify which series may be subject to withdrawal charges, and an
income or penalty tax.

RESPONSE 4.A.
We have clarified that Series B is subject to withdrawal charges. See
page 8.

COMMENT 4.B.
Please include a brief description of "free look" rights under the
contract and a cross-reference to the fuller discussion of those rights
on page 25.

RESPONSE 4.B.
We have added a brief description of "Your right to cancel" and a
cross-reference to the fuller discussion. See page 8.

COMMENT 5. PROTECTED INVESTMENT OPTION DEFINITIONS (PAGE 10)

COMMENT 5.A.
In the definition of "Performance Cap Rate" and in the body of the
prospectus where appropriate, please disclose the guaranteed minimum
rate that the cap may be set if there are any.

If no minimum is provided, please add appropriate risk disclosure to
the risk factors section on page 15, e.g., investors will have to set
minimum acceptable returns without knowing what the Performance Cap
Rate is, and that because there is no minimum, the cap could lead to
returns much lower than those of other variable investment options if
the Protected Investment Option was not elected.

RESPONSE 5.A.
There is no guaranteed minimum cap rate. We have added disclosure to
the risk factors section. See the third bullet on page 13.

COMMENT 5.B.
The definition for "Scheduled Holiday" does not account for the MSCI
EAFE Price Return Index. Please address the omission.

RESPONSE 5.B.
We have included MSCI EAFA in the definition of "Scheduled Holiday."
See page 5.

COMMENT 5.C.
For clarity, please revise the definition for "Scheduled Holiday" and
"Segment Business Day" so it is clearer as to which market applies to
which underlying Index, e.g., see the definition of "Unscheduled Close
Date."

RESPONSE 5.C.
We have revised the definition of Segment Business Day and Unscheduled
Close Date to clarify their relationship to one another and to the
definition for Scheduled Holiday. See pages 5 and 6. The identification
of a day as a Segment Business Day applies to all Segments, and is any
weekday other than a Scheduled Holiday. Accordingly, a Scheduled
Holiday also applies to all Segments, which is the reason that the
definition of Scheduled Holiday lists the Scheduled Holidays without
applying them to any particular Index. In contrast, the determination
of an Unscheduled Close Date is made by Segment Type, not for the
entire contract. This distinction between Segment Business Day and
Scheduled Holiday, on the one hand, and Unscheduled Close Date, on the
other hand, has been clarified in the revised definitions.

COMMENT 5.D.
Please confirm accuracy of "Segment Business Day" relative to the
definitions of "Scheduled Holiday" and "Unscheduled Close Date," i.e.,
the former uses the phrase "any day that all of the following are true"
whereas the latter definitions reflect that each of the underlying
Indices may have varied dates on which their values are not published.

Moreover, the subsections "Setting the Segment Maturity Date and
Segment Start Date" and "Effect of Unscheduled Close Date" on page 24
as well as Appendix IV appear to support the idea that different
Segments may have different start and maturity dates.

i. If true, please consider revising these three
definitions into just one or two definitions for
plain English purposes such that a day is either a
"Segment Business Day," or not a "Segment Business
Day" or a "Non-Segment Business Day" where the
"Segment Business Day" would not include days on
which the value of the underlying Index is not
published whether it be a scheduled holiday or
unscheduled emergency closing, e.g., see definition
of "business day" on page 19.

ii. If true, please also revise the second sentence under
"Segment Types" on page 21 to indicate that "in
general" the Segment Start

Date will be the 15th of a month, e.g., see first sentence
under "Segment Start Date" on page 22.

RESPONSE 5.D.
As explained in the previous response, we have revised the definitions
to more clearly explain the relationship of Segment Business Day,
Scheduled Holiday and Unscheduled Close Date. See pages 5 and 6. In
particular, we have emphasized that the determination of whether a
business day under the contract is a Segment Business Day applies to
all Segments under the contract, whereas an Unscheduled Close Date will
affect only the Segments using the Index relating to the particular
unscheduled close (i.e., the unscheduled closing of the exchange
related to the Index or the failure of the Index provider to publish
the Index).

We have revised the second sentence under "Segment Types" on page 21 to
note that the Segment Start Date is generally the 15th of the month.

COMMENT 5.E.
Please use definitions consistently throughout the prospectus. Only by
way of example, please note the following.

i. Should use "Segment Type Holding Account" in lieu of
"Holding Account" in third sentence of first
paragraph under "Allocation your contributions" on
page 19.

ii. Should use "Index Performance Rate" in lieu of
"Index" in the caption for the first column of the
table under "Segment Maturity Value" on page 23.

iii. Should insert, "day that is both a Segment Business
Day and a" in between "each" and "business."

RESPONSE 5.E.
We have revised the prospectus to provide consistent use of
definitions, including on pages cited by the staff in this comment.

COMMENT 5. F.
"Segment Type" is defined as a Segment having the same Index, Segment
Duration, and Segment Buffer. Therefore, please make that clear in the
fourth sentence under "Segment Types."

RESPONSE 5.F.
We have made the requested change. See page 21.

COMMENT 5.G.
The prospectus provides a definitional section for the Protected
Investment Option but only provides an index of page numbers where
other terms are

defined. Please consider providing a combined definitional section
where the Protected Investment Option definitions could be provided as
a subset of the general definitions.

RESPONSE 5.G.
We have created a new section called "Definitions of key terms." See
pages 5 and 6.

COMMENT 6. FEE TABLE (PAGE 12)

COMMENT 6.A.
The prospectus notes in Appendix II that application of the principal
adjustments that go into the calculation of the Segment Interim Value
could cause investors to lose as much as 90% of the principal held in a
Segment. Please note the existence and extent of this early withdrawal
adjustment in the fee table, along the lines of the disclosure provided
in the prospectus filed by AXA Equitable under 1933 Act File No.
333-161963 ("MSO Prospectus").

RESPONSE 6.A.
We have revised Appendix II to explain in more detail the calculation
of Segment Interim Value, which differs from the calculations under
MSO. As detailed in Appendix II, the calculation of Segment Interim
Value involves a variety of values, including index-related values,
swap rates, and adjustments related to the calculation of the
Performance Cap Rate and is not the application of an early withdrawal
penalty. Therefore, we do not believe that there is a withdrawal charge
appropriate for inclusion in the fee table.

COMMENT 6.B.
Appendix II makes reference to an "expense spread." Please clarify the
use of the word "spread" in this context. Also to the extent this
phrase refers to a charge on assets either in a Segment or in another
investment option under the contract, please include these charges in
the fee table. If this is a charge, please clarify in the fee table and
in the body of the prospectus whether this charge varies by any term or
condition of the Segment, such as the Segment Buffer. Lastly, if there
are no costs imposed in choosing one Segment Buffer over another,
please clarify in the prospectus why an investor should choose a lower
Segment Buffer, e.g., perhaps lower Segment Buffers carry lower
Participation Cap rates.

RESPONSE 6.B.
In the revised Appendix II, we have explained in more detail the
calculation of Segment Interim Value. We have eliminated the reference
to an expense spread, and instead explained in more detail a positive
adjustment we make to the Segment Interim Value related to the
Performance Cap Rate. We call the positive adjustment the Cap
Calculation Factor. We also note in Appendix II that this adjustment
does not change the calculation of the Segment Maturity Value. For

that reason, we do not believe that any addition is required to the fee
table with respect to the Segments. The Protected Investment Option
does not use a separate account registered under the 1940 Act, and the
values payable under the Option are based on the contractual guarantees
for Segment Maturity Value and Segment Interim Value, not an account
value to which daily charges are applied.

COMMENT 7. EXAMPLES (PAGE 13)

COMMENT 7.A.
In the first sentence of the preamble to the examples, please insert
"contract" in lieu of "variable investment options."

RESPONSE 7.A.
We have made the requested change. See page 11.

COMMENT 7.B.
In the second sentence of the preamble to the examples, please delete
either "contract fees" or "separate account annual expenses" as having
both is redundant.

RESPONSE 7.B.
We have made the requested change. See page 11.

COMMENT 7.C.
For clarity, in the first sentence of the fourth paragraph, please
insert "variable investment" in between "any" and "option."

RESPONSE 7.C.
We have made the requested change. See page 11.

COMMENT 8. RISK FACTORS (PAGE 15)

COMMENT 8.A.
Please expand the fourth bullet point to specifically indicate that the
Segment Interim Value reflects a risk of a substantial loss of
principal, (e.g., see fourth bullet point of corresponding "Risk
Factors" section of the prospectus for MSO Prospectus) instead of
stating "it may be lower."

RESPONSE 8.A.
Unlike MSO, the calculation of the Segment Interim Value for Protected
Capital Strategies does not result in the forfeiture of positive index
performance. The referenced disclosure instead notes the risk that the
Segment Interim Value may be lower even if the corresponding Index has
experienced positive investment performance.

COMMENT 8.B.

Please convert the fifth and sixth bullet points to be sub-bullet
points under the fourth bullet point, and in so doing please expand the
disclosure to identify other circumstances (e.g., the third sentence of
the third to last paragraph under "Segment Types" on page 21) that
would result in the application of the Segment Interim Value. Please
also clarify that Segment Terms are used, inter alia, for early
withdrawals.

Please also add another sub-bullet point here to identify, those
circumstances that may occur "without any action on [the owners] part,"
e.g., deduction for charges, and expand on these in the prospectus to
the extent they include actions other than RMDs.

As an example of these modifications, please refer to the sub-bullet
points following the fourth bullet point of the corresponding "Risk
Factors" section in the MSO Prospectus.

RESPONSE 8.B.
We reorganized the presentation of the bullet points. The disclosure
identifies all circumstance that would result in the application of the
Segment Interim Value. See page 13.

With regard to providing additional sub-bullets corresponding to those
presented in MSO, those other circumstances are unique to MSO and do
not apply to this contract. Please note that the contract fee applies
only to amounts invested in the variable investment options and is not
applicable to amounts invested in Segments.

COMMENT 8.C.
Please add disclosure to the sixth bullet point to briefly explain how
the value of the Segment Interim Value would be affected by "both the
volatility and level of the relevant Index, as well as interest rates,"
e.g., see last sentence of third sub-bullet point following fourth
bullet point of the corresponding "Risk Factors" section in the MSO
Prospectus.

RESPONSE 8.C.
We have added the requested disclosure. See page 13.

COMMENT 8.D.
With respect to the second to last bullet point, please include the
actual risk posed by a change in an Index, e.g., may reduce the
Performance Cap Rate.

RESPONSE 8.D.
A change in an Index would not result in a reduction of the Performance
Cap Rate on an existing Segment. See the fourth paragraph under
"Suspension, Termination and Changes to Segment Types and Indices" on
page 25.

COMMENT 8.E.
Please add a bullet point to explain the risk that monies held in a
Segment Type Holding Account may earn less interest than if the monies
were held in another variable investment option without election of a
Segment, e.g., last bullet point of the corresponding "Risk Factors"
section in the MSO Prospectus.

RESPONSE 8.E.
We have added the requested disclosure. See page 13.

COMMENT 8.F.
The prospectus states that amounts withdrawn from a Segment before
maturity cannot be transferred to other investment options and are,
therefore, subject to a withdrawal charge. The prospectus also states
that withdrawal charges are calculated as a percent of contributions,
not account value. This means that the impact of a withdrawal charge
would be greater when the contribution corresponding to the withdrawal
is greater relative to the withdrawal. Since this could be expected to
occur when the relevant index has declined at the point of withdrawal,
the prospectus should note as a risk that the impact of a withdrawal
charge that would be imposed when there is an early withdrawal is
magnified at a time when the relevant index has declined.

RESPONSE 8.F.
We have revised the risk factor relating to withdrawals to reflect the
staff's comment. See page 13.

COMMENT 9. CONTRACT FEATURES AND BENEFITS - HOW YOU CAN MAKE YOUR CONTRIBUTIONS
(PAGE 18)

COMMENT 9.A.
The third sentence of the first paragraph states that an initial
contribution for an IRA (Traditional or Roth), must be a direct
transfer or rollover contribution from another IRA contract. Please
make this clear in the first paragraph under "How you can purchase and
contribute to your contract" on page 16 and the ensuing table beginning
on page 16.

RESPONSE 9.A.
We have added the requested disclosure under "How you can purchase and
contribute to your contract" and under "How you can make your
contributions". See pages 16 and 18.

COMMENT 9.B.
Please confirm accuracy of references to "we" in the second and third
sentences in the set off definition of "business day" on page 19, i.e.,
given that the definition turns on whether the New York Stock Exchange
("NYSE") is open for regular

trading, it would be more logical that the "we" in both sentences be
replaced with "the NYSE."

RESPONSE 9.B.
"We" is defined on the first page of the "Table of contents" as meaning
AXA Equitable, and we believe the use of "we" in the definition of
"business day" correctly refers to AXA Equitable. On a day that the SEC
declares a closure of the NYSE due to emergency conditions, AXA
Equitable would either close early or not open for business. Emergency
conditions would affect our ability to declare unit prices for our
securities, which, in effect, would prevent AXA Equitable from doing
business on that day.

COMMENT 10. CONTRACT FEATURES AND BENEFITS - WHAT ARE YOUR INVESTMENT OPTIONS
UNDER THE CONTRACT? (PAGE 19)

COMMENT 10.A.
Please revise this section to be more precise, i.e., the investment
options are actually between the variable investment options and the
Protected Investment Option, which in turn consists of Segment Type
Holding Accounts and Segments.

RESPONSE 10.A.
The Segment Type Holding Accounts are subaccounts of the EQ/Money
Market and are correctly identified as variable investment options. We
have revised the presentation of this section to clarify that point.
See page 19.

COMMENT 10.B.
Consistent with comment 10.a. above, please do not have the term
variable investment option include Segment Type Holding Accounts as is
currently provided.

RESPONSE 10.B.
See Response 10.a. above.

COMMENT 11. CONTRACT FEATURES AND BENEFITS - PROTECTED INVESTMENT OPTION
(PAGE 21)

COMMENT 11.A.
Please bold the first sentence of the third to last paragraph under
"Segment Types" beginning with "Both the Performance Cap Rate..." on
page 21.

Please also bold the same disclosure appearing in the last paragraph
under "Performance Cap Rate" on page 22.

RESPONSE 11.A.
This disclosure has been bolded. See pages 21 and 22.

COMMENT 11.B.
Please update the date and identity of the countries constituting the
MSCI EAFE Index as provided in the last paragraph under "Securities
Indices" on page 22.

RESPONSE 11.B.
We have updated this information. See page 22.

COMMENT 11.C.
Under "Performance Cap Threshold is met" beginning on page 22, please
disclose why an owner would/would not specify a threshold, i.e.,
advantages and disadvantages having/not having one.

RESPONSE 11.C.
We have added the requested disclosure. See page 23.

COMMENT 11.D.
The substance of the third sentence of the third to last paragraph
under "Effect of Unscheduled Close Date" and the last paragraph of the
same subsection appearing on page 25 should be incorporated into the
definitions of, respectively, the Segment Maturity Date and Segment
Start Date on page 10, i.e., both dates must fall on a day that is both
a business day and Segment Business Day.

RESPONSE 11.D.
We have clarified the third to last paragraph under "Effect of
Unscheduled Closing Date" on page 25 to reflect that a Segment cannot
mature on a day other than a Segment Business Day and that if the New
York Stock Exchange is not open for regular trading, then that day is
not a Segment Business Day. We have also revised the definitions of
Segment Business Day, Segment Maturity Date and Segment Start Date on
pages 5 and 6 to reflect the same.

COMMENT 11.E.
The last paragraph under "Suspension, Termination and Changes to
Segment Types and Indices" states that the company has the right, for
various reasons, to substitute an alternative index or add additional
indices at any time. Please provide additional disclosure as to this
right including the following issues.

COMMENT 11.E.I.
Will owners be notified of the use of an alternative and additional
indices and if so, how (e.g., by amendment?) and when?

RESPONSE 11.E.I.
The Company will provide reasonable notice via prospectus supplement.
See page 25.

COMMENT 11.E.II.

Please confirm that all circumstances under which the company
has the right to use an alternative index have been disclosed.
Otherwise, please disclose all other circumstances in which it
may exercise such right.

RESPONSE 11.E.II.
The Company confirms that all circumstances under which it has
the right to use an alternative index have been disclosed.

COMMENT 11.E.III.
If an alternative index is used, how will that impact upon the
Index Performance Rate, Segment Rate of Return, and ultimately
the Segment Maturity Value that an owner can expect.

RESPONSE 11.E.III.
The Index Performance Rate, Segment Rate of Return and Segment
Maturity Value will be impacted by performance. An alternative
index will only be used for an existing Segment if the new
index is similar to the index that is being replaced. If a
similar index cannot be found, the Segment will be terminated.
See page 25.

COMMENT 11.E.IV.
If an alternative index is used, how will that impact upon the
Performance Cap Rate and Segment Buffer, i.e., will same
limits apply to the alternative index?

RESPONSE 11.E.IV.
If an alternative index is used, the Performance Cap Rate and
Segment Buffer will remain the same. If an alternative index
is not used, the Segment will be terminated. See page 25.

COMMENT 11.E.V.
Please disclose that there may times when no Segments of any
or all Segment Types will be offered including what would
become of all monies allocated to the Protected Investment
Option.

RESPONSE 11.E.V.
We have provided the requested disclosure. See page 25.

COMMENT 11.F.
The first paragraph in the "Segment Types" subsection notes that a
Segment Start Date is the 15th of each month. Given the delays due to
Scheduled and Unscheduled Close dates, please qualify this by noting
the Segment Start Date is "generally" the 15th. Also, the paragraph
notes that the registrant "intends" to offer each Segment Type. Please
make clear that you are not bound to offer any one particular Segment
Type.

RESPONSE 11.F.
We have added the requested disclosure. See page 21.

COMMENT 11.G.
The prospectus notes in the first full paragraph in the second column
on page 21 that the Performance Cap Rate and the Segment Buffer are not
annual rates of return. This fact is not well disclosed and, in
addition, could provide a trap for the unwary.

As to the first issue, please highlight this sentence in bold and note
this fact in the "At a Glance" section, in the definition section.
Please also note in bold immediately after the table in the first
column that the highest annual Buffer rate available in any Segment is
10%, and note this in the "At a Glance" section.

As to the second issue, please either provide investors an opportunity
to choose the cap rate expressed as an annual rate or make clear in the
prospectus and in any communication accompanying forms to be used by
investors to provide Performance Cap Threshold information to the
registrant as to which basis the investor should use in providing that
information.

RESPONSE 11.G.
The sentence has been bolded, and we have clarified that the
Performance Cap Threshold is not an annual rate. We have also provided
the requested information about the available Segment Buffer rates. See
pages 8 and 21.

COMMENT 11.H.
The prospectus states that amounts in a Holding Account will be
transferred if, among other things, the Performance Cap Threshold
exceeds the Performance Cap Rate. Appendix II suggests there may be
charges imposed on assets held in a Segment. If this is the case,
please clarify here and elsewhere, as appropriate, whether or not these
charges are considered in deciding whether to invest Holding Account
amounts in a Segment and, if not, please clarify supplementally why
not.

RESPONSE 11.H.
Please refer to our response to Comment 6.b. above.

COMMENT 11.I.
Please revise the third paragraph of the "Segment Maturity Date"
subsection for plain English.

RESPONSE 11.I.
We have revised the third paragraph of the "Segment Maturity Date"
subsection. See page 23.

COMMENT 11.J.

Please confirm at the end of the first paragraph in the second column
of page 23 that an investor may instruct the registrant to transfer
Segment Maturity value upon suspension as an alternative [to] keeping
that amount in a Holding Account.

RESPONSE 11.J.
We have added the requested disclosure. See page 23.

COMMENT 11.K.
The prospectus provides no indication as to the extent to which the
various fundamental terms of the Protected Interest Option Interact
with each other. Specifically, there is no disclosure of how the
Performance Cap Rate the registrant announces varies for each Segment
Type, e.g., whether or not that rate will be affected by a higher or
lower Segment Buffer. Please provide additional disclosure to provide
general guidance on this matter.

RESPONSE 11.K.
We have added the requested disclosure. See page 21.

COMMENT 11.L.
The last paragraph on page 24 notes that a Segment Maturity Date may be
delayed which could force an investor to wait for the next Segment
Start Date as much as a month to redeploy that amount in a Segment.
Please note this in the Risk Factors section.

RESPONSE 11.L.
We have added the requested disclosure. See page 13.

COMMENT 11.M.
The prospectus notes that if an Unscheduled Close Date occurs on a
scheduled Segment Start Date, the registrant may "create" Segments on
the "originally" scheduled Segment Start Date for Segment Types using a
different index. It is unclear what this disclosure is intended to
convey, e.g., whether the registrant might move, without authorization,
the affected Segment Maturity Value to a Segment Type having a
different index. Please revise this paragraph for plain English to
clarify what is intended.

RESPONSE 11.M.
The disclosure states that if an Unscheduled Close Date occurs on a
scheduled Segment Start Date, the Company may "create" Segments on the
"originally" scheduled Segment Start Date for Segment Types "THAT
UTILIZE UNAFFECTED INDICES." The disclosure goes on to state that the
Company would not create Segments of the Segment Types that utilize an
affected Index in that month. We have expanded this disclosure to
clarify that investment amounts designated for Segments that utilize
the effected indices would not be allocated that month. Those amounts
would remain in the Segment Type Holding Accounts for the effected
Segment Types. See page 25.

COMMENT 11.N.
The prospectus notes in the first paragraph of the "Partial withdrawal
provision for lack of Segment" subsection on page 26 that, amounts in a
Holding Account may be withdrawn without paying withdrawal charges if
no Segments are created "because [the registrant] has terminated or
suspended" that Segment Type. It is unclear for what other reasons a
Segment might not be created. Please clarify this ambiguity
supplementally.

RESPONSE 11.N.
Suspension and termination are the only reasons a Segment would not be
created.

COMMENT 12. DETERMINING YOUR CONTRACT'S VALUE (PAGE 27)

Despite the detailed description of how the Segment Interim Value is
calculated as provided in Appendix II, which is cross-referenced in the last
paragraph under the subsection "Your contract's value in the protected
investment options," the subsection should still provide a plain English
explanation of how the Segment Interim Value is calculated and why it is
imposed, e.g., to reflect the estimated market value, at the time of an early
distribution, of the risk that an owner would suffer a loss if the Segment were
continued (without taking the early distribution) until its Segment Maturity
Date.

At a minimum, please revise the first sentence of the third paragraph
of the subsection "Your contract's value in the protected investment options,"
to the effect that what is being reflected in the Segment Interim Value is,
subject to certain limits and deductions further explained in the Appendix, the
current value on the calculation date of the effect of expected changes in the
relevant index on invested amounts in a Segment. Please also highlight the next
paragraph in bold.

RESPONSE 12.
We have revised this disclosure as requested. See page 27.

COMMENT 13. TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS (PAGE 28)

COMMENT 13.A.
Please expand the disclosure under "Transferring your account value" to
address limitations, if any, with respect to transfers in and/or out of
or among the variable investment options.

RESPONSE 13.A.
The current limitations with respect to transfers are listed on page
28.

COMMENT 13.B.
The prospectus notes in the paragraph following the bullet points under
"Transferring your account value" that the registrant will provide
advance notice

of any changes or additions to transfers restrictions. Please revise
the prospectus to clarify how and when owners will be told.

RESPONSE 13.B.
The disclosure has been revised to reflect that owners will be notified
of changes or additions via prospectus supplement. See page 28.

COMMENT 13.C.
The prospectus notes on page 23 where funds in a Holding Account for a
Segment Type are placed in case that Segment Type is terminated or
suspended. The prospectus then notes on page 28, how transfer requests
are made. Because Segment Type suspension or termination may come after
a transfer instruction has been received, please clarify what
opportunities an investor will have either beforehand through alternate
instructions or after the suspension or termination to request transfer
to a different Segment.

RESPONSE 13.C.
If a Segment Type is not established and the investor had provided
instructions to enter that Segment Type from that Segment Type Holding
Account, the Company will send a negative confirmation informing the
investor that the Segment was not established. The default protocol,
depending upon whether it was a result of a suspension or termination,
is described on page 25. Upon receipt of a negative confirmation, the
investor may submit new investment instructions.

COMMENT 14. HOW WITHDRAWALS ARE TAKEN FROM YOUR ACCOUNT? (PAGE 31)

COMMENT 14.A.
The prospectus states in the second paragraph on page 31 what an
investor must specify if withdrawals from specific investment options
are desired. Please clarify what occurs if the investor fails to
completely satisfy this obligation.

RESPONSE 14.A.
The first paragraph describes what occurs if the investor fails to
completely satisfy this obligation. See page 31.

COMMENT 14.B.
The prospectus states in the fifth paragraph on page 31 how withdrawals
reduce the Segment Investment. Given that the contract uses Segment
Interim Value and Segment Maturity Value, please clarify the purpose of
adjusting Segment Investment.

RESPONSE 14.B.
The Company uses the Segment Investment to determine the Segment
Maturity Value. See the fifth paragraph on page 31.

COMMENT 15. YOUR ANNUITY PAYOUT OPTIONS (PAGE 31)

COMMENT 15.A.
Please disclose the earliest and latest dates that an owner can
annuitize a contract. Item 8(b) of Form N-4.

RESPONSE 15.A.
The Company discloses the earliest (13 months) and latest (contract
date anniversary following the annuitant's 95th birthday) maturity
dates under "Annuity maturity date" on page 34.

COMMENT 15.B.
Please disclose any consequences if an owner has not elected to
annuitize a contract by the latest date permitted for electing
annuitization and if applicable, what notice will be provided to the
owner in advance of this action.

RESPONSE 15.B.
This information is provided in the last two sentences in the paragraph
under "Annuity maturity date" on page 34.

COMMENT 15.C.
In the first paragraph, please add that the periodic payment amount is
also determined by the annuity payout option selected.

RESPONSE 15.C.
We have added the requested disclosure. See page 31.

COMMENT 15.D.
The table in "Annuity payout options" on page 32 should also include
the Income Manager payout option.

RESPONSE 15.D.
We have added the requested disclosure. See page 32.

COMMENT 15.E.
Given the [new] disclosure with respect to the Income Manager payout
option in first sentence on page 33 regarding a "new" withdrawal charge
of 7%, please explain to the staff whether the offering of the Income
Manager payout option constitutes an offer of exchange under section 11
of the Investment Company Act of 1940.

If so, please state whether the registrant has relief to make such an
offer.

RESPONSE 15.E.
Interests under the Income Manager contract are registered under the
Securities Act of 1933, but the contract is not issued in connection
with any separate account

registered under the 1940 Act. Therefore, even if the selection of the
Income Manager contract involves an exchange of contracts, it does not
involve an exchange from one registered investment company to another
registered investment company and therefore is not subject to Section
11 of the 1940 Act.

COMMENT 15.F.
The first sentence of the fourth paragraph under "The amount applied to
purchase an annuity payout option" on page 33 states that there is no
withdrawal charge for the Income Manager life contingent payout
options, but the next sentence clarifies that a withdrawal charge may
in fact be imposed under certain circumstances. Please resolve the
apparent discrepancy. Please also provide an example demonstrating the
calculation of the withdrawal charge as described in that second
sentence.

RESPONSE 15.F.
We have provided the requested disclosure and example. See page 33.

COMMENT 16. CHARGES AND EXPENSES (PAGE 35)

COMMENT 16.A.
In the bullet list regarding charges that reduce the number of units
credited to your contract, please add a bullet point to account for
transfer charges.

Please also add a fuller description of the transfer charge to this
section as required by Item 6(a) of Form N-4 including what is provided
in consideration for the charge.

RESPONSE 16.A.
We have provided the requested disclosure. See page 35.

COMMENT 16.B.
Given the description of the Contract fee as including mortality and
expense risks charges ("M&E"), please provide a separate line item for
the M&E charge from the rest of the components of the Contract fee both
here and in the fee table. See separate account fee table in Item 3 and
General Instructions 13 and 14.

RESPONSE 16.B.
As noted in the "Charges and expenses" section, page 35, the contract
provides a single daily charge from the net assets in each variable
investment option. That single charge compensates the Company not only
for mortality and expense risks, but also for administrative charges
and expenses and for sales expenses. Because the charge relates to more
than the assumption of mortality and expense risks, the prospectus
describes the fee as a "Contract fee" and the fee table includes that
designation. The contracts do not subdivide the daily charge into a set
percentage

for mortality and expense risks and a set percentage for other
expenses, such as administration and sales.

Although Item 3(a) of Form N?4 includes subcategories under separate
account annual expenses for mortality and expense risk fees and for
account fees and expenses, Instruction 3 to that item states:

"A Registrant may omit captions if the Registrant does not
charge the fees or expenses covered by the captions. A
Registrant may modify or add captions if the captions shown do
not provide an accurate description of the Registrant's fees
and expenses."

Based on Instruction 3, the Company uses the term "Contract fee" in the
fee table to emphasize that it is a fee covering a variety of expenses,
not just mortality and expense risks. Instructions 13 and 14 are not to
the contrary. Instead, Instruction 13 simply permits (but does not
require) registrants to list separately mortality expense risk fees and
expense risk fees. Instruction 14 simply notes that account fees and
expenses includes fees and expenses other than sales loads and
mortality and expense risk fees and permits (but again does not
require) a registrant to subdivide the caption into no more than three
subcategories of the registrant's choosing.

In proposing Instruction 3, the Commission stated: "We also propose to
amend the instructions to clarify that a registrant may modify or add
captions in the fee table if the captions shown do not provide an
accurate description of its fees and expenses, which parallels a
similar instruction in the Form N-6 fee table. This instruction
recognizes that, following the enactment of the National Securities
Markets Improvement Act of 1996, insurers have increased flexibility to
structure variable annuity charges, subject to a requirement that those
charges be reasonable in the aggregate." Rel. No. 33-8087 (April 12,
2002). See also Generic Comment Letter, 1996 SEC No-Act Lexis 840 (Nov.
7, 1996) ("On October 11, 1996, President Clinton signed into law H.R.
3005, the National Securities Markets Improvement Act of 1996 (the
`Act'). Section 205 of the Act amends Sections 26 and 27 of the
Investment Company Act, replacing the existing specific limits on the
amount, type, and timing of charges that apply to variable insurance
contracts. Instead, aggregate charges under variable insurance
contracts are required to be `reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks assumed
by the insurance company.' ... The Act's `reasonableness' standard is
effective immediately, generally rendering unnecessary individual
exemptive relief relating to contract charges, e.g., mortality and
expense risk applications, stair-step applications, and `DAC' tax
applications."); SEC Division of Investment Management, Protecting
Investors: A Half Century of Investment Company Regulation (May 1992),
at 412-13 ("The Commission would no longer have to separate the
investment and insurance elements of a variable contract or determine
whether each charge satisfies regulatory limits.").

Finally, we note that prospectuses for other companies list separate
account charges in the fee table without using the label mortality and
expense risk charge. See, e.g., MetLife Separate Account E, Reg. No.
333-83716, 485BPOS filing (Apr. 13, 2010); John Hancock Life Insurance
Company (U.S.A.) Separate Account H, Reg. No. 333-143073, 485BPOS
filing (Apr. 30, 2010).

COMMENT 16.C.
The last sentence of the paragraph following the withdrawal charge
table under "Withdrawal charge" on page 35 states that the free
withdrawal amount is not taken into account for a contract surrender.
Please clarify that this means the withdrawal charge will apply to the
full account value surrendered.

Please also add this disclosure to the second paragraph under "partial
withdrawals" on page 30.

RESPONSE 16.C.
The free withdrawal amount is not taken into account for a full
contract surrender. This disclosure has been moved to the appropriate
section, "10% free withdrawal amount", on page 36. The free withdrawal
amount would be taken into account for a partial withdrawal, so it is
not appropriate to include this disclosure under "Partial withdrawals."

COMMENT 16.D.
In the last paragraph under "Charges that the Trust deducts" on page
36, please add disclosure explaining that "Underlying Portfolios" (see
bottom of fee table on page 12) also each have their own fees and
expenses, including management fees, operating expenses, and investment
related expenses such as brokerage commissions and that for more
information about these charges, to also refer to the prospectuses for
the Trusts.

RESPONSE 16.D.
The available portfolios are not funds-of-funds, therefore such
disclosure does not apply. The fee table has been amended accordingly.

COMMENT 16.E.
Separately, please clarify the circumstances, if any, under which
assessments for periodic charges could result in an early withdrawal.

RESPONSE 16.E.
The contract does not include any periodic charges, such as an annual
administrative charge, which would result in an early withdrawal from a
Segment.

COMMENT 17. PAYMENT OF DEATH BENEFIT (PAGE 38)

COMMENT 17.A.

The prospectus notes that certain parties may continue a contract
following the death of the owner under either the non-spousal and
spousal continuation option, or the beneficiary continuation option.
Please revise this section to highlight the differences between the two
options, and what are the circumstances under which the party making
the choice should choose one option over the other.

RESPONSE 17.A.
These sections highlight the differences among the continuation
options, which are based on the beneficiary's relationship to the
deceased owner, the contract and, if applicable, surviving
beneficiaries. Other differences include the terms of the payout,
specifically whether the contract value must be paid out within a
certain period of time or whether the contract can be continued; the
ability to make subsequent contributions; and the ability to remain
invested or continue to invest in Segments. These differences are all
discussed. As for choosing an option, the appropriateness of one payout
option over another is a facts and circumstances decision best left to
the beneficiary in consultation with his or her tax professional.

COMMENT 17B.
Please confirm that all differences between continued contracts and the
contracts described in the prospectus are outlined in this subsection.

RESPONSE 17.B.
We confirm that all difference between continued contracts and the
contracts described in the prospectus are outlined in this subsection.

COMMENT 18. TAX INFORMATION (PAGE 42)
Please confirm that the disclosure is current and otherwise complies with the
disclosure requirements of Item 12.

RESPONSE 18.
The Company confirms that the disclosure is current and otherwise complies with
the disclosure requirements of Item 12.

COMMENT 19. ABOUT THE GENERAL ACCOUNT (PAGE 54)

COMMENT 19.A.
Please insert after the first sentence of the first paragraph that an
owner should look to the financial strength of the company for its
claims-paying ability.

RESPONSE 19.A.
We have provided the requested disclosure in the first paragraph. See
page 54.

COMMENT 19.B.
Please revise this section to remind investors that the general account
is subject to the claims of the company's general creditors.

RESPONSE 19.B.
We have provided the requested disclosure. See page 54.

COMMENT 20. MORE INFORMATION (PAGE 53)

COMMENT 20.A.
In "Contributions, transfers, withdrawals and surrenders" on page 55,
please revise the third bullet point to clarify what unit value will be
applied based upon receipt of any requests for withdrawals or surrender
as was provided in the first two bullet points.

RESPONSE 20.A.
We have provided the requested disclosure. See page 55.

COMMENT 20.B.
If applicable, please update "About legal proceedings" on page 55 as
appropriate.

RESPONSE 20.B.
The Company has confirmed that no updates are required. The Company
will revisit this disclosure again prior to filing the pre-effective
amendment to determine if any update is necessary.

COMMENT 20.C.
Please note absence of disclosure with respect to misstatements of age
and custodial IRAs (e.g., whether for certain custodial IRAs, the
company may accept transfer instructions by telephone, mail, facsimile
or electronically from a broker-dealer, provided that the company or
the broker-dealer have your written authorization to do so on file).

RESPONSE 20.C.
The disclosure regarding rescinding a benefit for misstatement of age
does not apply to the contract. The first paragraph under "Your annuity
payout option" on page 31 discloses adjustments that are made on the
basis of incorrect information.

A section entitled "About Custodial IRAs" has been added to page 56.

COMMENT 21.
Please update the disclosure under "Independent Registered Public Accounting
Firm" on page 58.

RESPONSE 21.
This section has been moved to the Statement of Additional Information and will
be updated when the Company files the pre-effective amendment.

COMMENT 22.

If applicable, please provide the disclosure required by Items 10, 11 and 13 of
Form S-3.

RESPONSE 22.
Item 10 of Form S-3
Item 10 requires information about interests of named experts and
counsel as prescribed by Item 509 of Regulation S-K. The Company has
not disclosed any such information because no named expert or counsel
has any interest of a type that Item 509 requires to be disclosed.
Item 11 of Form S-3
Item 11 requires information about material changes. The Company has
not disclosed any such information because no named expert or counsel
has any interest of a type that Item 509 requires to be disclosed.
Item 13 of Form S-3
The disclosure for Item 13 is not applicable because the Company will
be providing the undertaking required by paragraph (h) of Item 512 of
Regulation S-K.

COMMENT 23. APPENDIX II

COMMENT 23.A.
The staff appreciates that the intent of the Segment Interim Value is
to calculate account values before the Segment Maturity Date in a way
that is more consistent with the calculation of account values at the
end of a Segment. However, the Appendix gives extremely short shrift to
clarifying in plain English how the calculation described carries out
this intent.

The staff believes that the purposes of this calculation are
as described below. To facilitate a better understanding of the
purposes of the various calculations and to better express the terms of
the Segment Interim Value calculation, please confirm or correct the
staff's understanding as expressed below and ensure that the prospectus
provides that appropriate disclosure.

i. The calculation of Segment Interim Values is based in
part on the investor's agreement to be exposed at the
end of the Segment to the risk of a drop in the
relevant Index in excess of the designated Segment
Buffer and to participate in the possibility of an
increase in the Index limited by the Performance Cap
Rate. This part of the calculation is accomplished by
determining a value referred to below as the Fair
Value of Derivatives.

ii. The Fair Value Derivatives element uses hypothetical
put and call options to estimate the market value, at
the time the Segment Interim Value is calculated, of
the risk of loss and the possibility of gain at the
end of the Segment.

iii. In cluding this estimate in the Segment Interim Value
provides a treatment of account value in the Segment
that is designed to be consistent with the
determination of Segment Maturity Value.

iv. The market value, at the time the Segment Interim
Value is determined, of the risk of loss at the end
of the Segment is estimated by estimating a
hypothetical option referred to below as the
Out-of-the-Money Put Option. It is important to note
that this value will almost always reduce the
principal the investor receives, even where the Index
is higher at the time of the withdrawal than at the
time of the original investment. This is because the
risk that the Index could have been lower at the end
of a Segment is present to some extent whether or not
the Index has increased at the earlier point in time
that the Segment Interim Value is determined.

v. The market value, at the time the Segment Interim
Value is determined, of the possibility of gain at
the end of a the Segment as limited by the
Performance Cap Rates is estimated by calculating the
net of two hypothetical options to below as the
At-the-Money Call Option and the Out-of-the-Money
Call Option.

vi. In addition, the registrant seeks to be reimbursed
for the risk, implicit in the use of a Segment
Interim Value, of having to return funds in a Segment
before the Segment Maturity Date. It does this by
estimating, through the use of an interest expense
calculation, the cost of having to return those funds
earlier than anticipated. This estimate is
accomplished by calculating the present value of the
Segment Investment using an appropriate discount
rate.

vii. The "lesser of" calculation expressed at the
beginning of the Appendix suggests that the Pro Rate
Share of Performance Cap Rate is an upper limit on
what the Segment Interim Value could be. Please
clarify why it is imposed, e.g., to discourage
investors from withdrawing from a Segment before
maturity because of large increases in the relevant
index early in the Segment.

RESPONSE 23.A.
We have revised Appendix II in response to the comment.

COMMENT 23.B.
The prospectus states that the instrument to be used to discount the
Segment Investment is one that the registrant chooses in its sole
discretion. Please clarify what the registrant believes to be an
appropriate rate and why it would not be a risk free rate.

RESPONSE 23.B.

Revised Appendix II notes that the formula uses swap rates, which are
risk-free rates.

COMMENT 23.C.
The prospectus only briefly describes how the inputs to the model used
to calculate hypothetical put options are obtained. For example, while
interpolation is mentioned, there is no explanation as to why it is
necessary, i.e., it is unlikely that the needed specific strike prices
and maturities are available. There is also no discussion as to what
those needed strike prices and maturities are and how they relate to
what is available. Further, there is no example provided using actual
possibilities under the contract of what types of inputs would be
required. Please revise the description of the inputs for these
omissions. The staff refers the registrant to the MSO Prospectus which
we believe adequately addresses these points.

RESPONSE 23.C.
Please refer to Appendix II for new disclosure and examples addressing
these comments.

COMMENT 23.D.
The prospectus notes that the registrant may use "different" inputs to
the model used to estimate the hypothetical options for Segments based
on commodities indices than those based on securities indices, but then
only lists one possible difference, i.e., how dividends are treated.
Please revise the prospectus to note all differences and clarify how
they will be treated.

RESPONSE 23.D.
The differences have been clarified. Securities indices inputs are
based on the implied volatility, swap rate and dividend yield.
Commodities indices inputs are based on the implied volatility, swap
rate and net convenience value.

COMMENT 23.E.
In calculating the Fair Value of Derivatives for accounts based on
commodities indices, please clarify the description of the Index
Dividend Yield input to the Black-Scholes model. For example, in the
case where the Oil index is the underlying, will the dividend yield be
set to zero, or will some estimate be used, e.g., for the net
convenience value of storing the commodity? If it is not set to zero,
please clarify the basis on which the estimate is made, e.g., how an
estimate of the net convenience value for commodities is obtained.

RESPONSE 23.E.
Revised Appendix II provides additional detail regarding the use of net
convenience factors for the commodities derivatives calculations.

COMMENT 23.F.

It is unclear what is intended by the use of an Expense Spread Refund.
For example, the prospectus notes that this cost is "amortized," but
does not clearly state why it is "refunded." If it is a cost that the
investor must pay upfront in a Segment, then state that explicitly.

RESPONSE 23.F.
We have revised Appendix II in response to clarified that aspect of the
calculation, which is now referred to as the Cap Calculation Factor.

COMMENT 23.G.
The last sentence of Appendix II states, "An explanation of the
formulas is provided below," but no explanation is provided. Please
clarify what is intended.

RESPONSE 23.G.
The noted sentence has been removed.

COMMENT 23.H.
Because the Segment Buffers and the Performance Cap Rate are not annual
values, the staff believes the hypothetical index value changes used in
the provided example are not sufficiently illustrative. Please revise
the three Segments provided to demonstrate value calculations using
index changes of positive and negative 10, 20 and 30% instead of the
current flat 10% rate for all years and positive and negative 40, 50
and 60% instead of the current flat 40% used for all years.

RESPONSE 23.H.
In our view, it is most helpful to maintain a constant "Change in Index
Value" for each of the examples (viewed from left to right). For
example, the first set of examples on page B-4 (again reading right to
left) is designed to show, for each of three Segments, the Segment
Interim Value as of the same date, which is 8-1/2 months into the
Segment (whether the Segment Duration is 1 year, 3 years or 5 years).
Those three examples graphically demonstrate that, for Segments created
on the same date, the Segment Interim Value on a particular subsequent
date may vary from Segment to Segment based on Segment Duration,
Segment Buffer and Performance Cap Rate. If we use different "Changes
in Index Value" for those three examples, we will have introduced an
additional variable which would obviously change the Segment Interim
Value. Looked at another way, since each of the three examples assumes
the same Segment Start Date and the same Valuation Date, the Change in
Index Value should be the same (assuming we are using the same Index).
We believe using the consistent Change in Index Value highlights the
fact that changes in Segment Interim Values are not based only on
changes in Index value. For these reasons, we have maintained the
current format of the example charts.

COMMENT 23.I.

For clarity, please revise the basis on which the Segment Duration and
the Time to Maturity are expressed in the example from years and
percentage of years to number of months.

RESPONSE 23.I.
Since the Prospectus describes Segment Duration as a measure of years,
it is appropriate to provide a consistent description of Segment
Duration in the examples. As disclosed on page B-2 in Appendix II,
"time to maturity" is expressed as a fraction, in which the numerator
is the number of days remaining in the Segment Duration and the
denominator is the average number of days in each year of the Segment
Duration for that Segment. An investor could replicate time to maturity
by dividing the number of days remaining in the Segment by 365. The
Company believes the examples accurately and clearly present these
measurements in terms that an investor would find familiar based on the
disclosure provided in the Prospectus.

COMMENT 23.J.
Please change the order in which the examples are displayed to present
calculations involving losses.

RESPONSE 23.J.
We have reordered the examples. See pages B-4 through B-6.

COMMENT 23.K.
It appears that some parameters to the calculation are missing from the
segment interim value calculations provided in the examples, including
the Fixed Rate, Implied Volatility, Interest Rate, and Dividend Yield.
Please provide these parameters so an investor could replicate the
calculations.

RESPONSE 23.K.
We have provided input values for implied volatility, the swap rate,
and the index dividend yield.

COMMENT 23.L.
Please provide an example of a Segment Interim Value calculation where
there has been a partial withdrawal.

RESPONSE 23.L.
We have provided the requested example. See page B-6.

PART II FOR FORM S-3
--------------------

COMMENT 24.
Please confirm all relevant disclosure required by Item 17 has been provided, in
particular, please confirm that clause (a)(4) of Item 17 accurately represents
the

undertakings required by Items 512(a)(5) of Regulation S-K and confirm that
the undertakings required by Item 512(e) of Regulation S-K are not applicable.

RESPONSE 24.
The Company confirms that all relevant disclosure has been provided. Item
512(a)(5) has been provided under Item 17.a.4 of the registration statement.
Item 512(e) is not applicable.

COMMENT 25.
On the signature page, please correct the reference to AXA Equitable as the
"Depositor" rather than the "Registrant" as required by Form S-3.

RESPONSE 25.
We will make the requested revisions in the pre-effective amendment.

STATEMENT OF ADDITIONAL INFORMATION FOR FORM N-4

COMMENT 26.
Please reconcile the captions in the table of contents with those provided for
the statement of additional information on the last page of the prospectus.

RESPONSE 26.
We will make the requested revisions in the pre-effective amendment.

PART C FOR FORM N-4

COMMENT 27.
Please revise and resubmit the legal opinion filed with the Form N-4 so that it
more appropriately reflects the opinion as to what is being registered on Form
N-4 as opposed to Form S-3.

RESPONSE 27.
The legal opinion will be revised and filed by pre-effective amendment.

COMMENT 28.
Please provide powers of attorney for the filing of the "Protected Capital
Strategies" product on Form S-3.

RESPONSE 28.
The powers of attorney for Protected Capital Strategies will be filed by
pre-effective amendment.

COMMENT 29.
Please revise the Item 27 disclosure to reflect the number of owners of
qualified and non-qualified contracts by the registrant, not just under this
registration statement.

RESPONSE 29.
The number of owners of qualified and non-qualified contracts will be provided
in our pre-effective amendment filing.

COMMENT 30.
Please explain to the staff the basis for providing the last representation
under Item 32 on page C-7

RESPONSE 30.
In the pre-effective amendment, we will delete the following undertaking because
the contract is not offered in the 403(b) market: "The Registrant hereby
represents that it is relying on the November 28, 1988 no-action letter (Ref.
No. IP-6-88) relating to variable annuity contracts offered as funding vehicles
for retirement plans meeting the requirements of Section 403(b) of the Internal
Revenue Code. Registrant further represents that it will comply with the
provisions of paragraphs (1)-(4) of that letter."

COMMENT 31. FINANCIAL STATEMENTS, EXHIBITS, AND CERTAIN OTHER INFORMATION
Any financial statements, exhibits, and any other required disclosure not
included in this registration statement must be filed by pre-effective amendment
to the registration statement.

RESPONSE 31.
All requisite information will be filed via pre-effective amendment.

COMMENT 32. REPRESENTATIONS

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain that they
have provided all information investors require for an informed decision. Since
the registrant is in possession of all facts relating to the registrant's
disclosure, it is responsible for the accuracy and adequacy of the disclosures
it has made.

Notwithstanding our comments, in the event the registrant requests
acceleration of the effective date of the pending registration statement, it
should furnish a letter, at the time of such request, acknowledging that

o should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

o the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the
registrant from its full responsibility for the adequacy and accuracy
of the disclosure in the filing; and

o the registrant may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of Investment
Management in connection with our review of your filing or in response to our
comments on your filing.

We will consider a written request for acceleration of the effective
date of the registration statement as a confirmation of the fact that those
requesting acceleration are aware of their respective responsibilities.

RESPONSE 32.
The registrant will file with the Commission a letter including Tandy
representations requested by the staff with the pre-effective amendments.

*****************************************

Please contact either Chris Palmer, Esq., of Goodwin Procter at (202) 346-4253
or me if you have any questions on our responses to the staff's comments. We
appreciate your assistance with this filing.

Very truly yours,

/s/ Jordan K. Thomsen
---------------------
Jordan K. Thomsen

cc: Christopher E. Palmer, Esq.

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Protected Capital Strategies(SM)

A variable and index-linked deferred annuity contract

PROSPECTUS DATED , 2010

Please read and keep this Prospectus for future reference. It contains important
information that you should know before purchasing or taking any other action
under your contract. This Prospectus supersedes all prior prospectuses and
supplements. You should read the prospectuses for each Trust which contain
important information about the portfolios.

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

WHAT IS PROTECTED CAPITAL STRATEGIES(SM)?

Protected Capital Strategies(SM) is a variable and index-linked deferred annuity
contract issued by AXA EQUITABLE LIFE INSURANCE COMPANY. It provides for the
accumulation of retirement savings. The contract also offers a number of payout
options. You invest to accumulate value on a tax-deferred basis in one or more
of our variable investment options and/or in one or more of the Segments
comprising the Protected Investment Option.

This Prospectus is not your contract, although this Prospectus provides a
description of all material features, benefits, rights and obligations. Your
contract (including any endorsements, riders and data pages as identified in
your contract) is the entire contract between you and AXA Equitable and governs
with respect to all features, benefits, rights and obligations. The description
of the contract's material provisions in this Prospectus is current as of the
date of this Prospectus. If certain material provisions under the contract are
changed after the date of this Prospectus in accordance with the contract, those
changes will be described in a supplement to this Prospectus. You should
carefully read this Prospectus in conjunction with any applicable supplements.

The contract may not currently be available in all states. In addition, certain
features described in this Prospectus may vary in your state. Not all indices
are available under all contracts, and may not be available in all states. See
"Appendix I - State contract availability and/or variations of certain features
and benefits" later in this Prospectus. We can refuse to accept any application
or contribution from you at any time, including after you purchase the contract.
YOUR ABILITY TO INVEST IN YOUR CONTRACT MAY BE RESTRICTED IF WE EXERCISE OUR
RIGHT TO DISCONTINUE THE ACCEPTANCE OF, AND/OR PLACE ADDITIONAL LIMITATIONS ON
CONTRIBUTIONS INTO CERTAIN INVESTMENT OPTIONS, INCLUDING ANY OR ALL OF THE
SEGMENT TYPES. PLEASE REFER TO PAGE 13 OF THIS PROSPECTUS FOR A DISCUSSION OF
RISK FACTORS.

Our variable investment options are subaccounts offered through Separate Account
No. 49. Each variable investment option, in turn, invests in a corresponding
securities portfolio ("portfolio") of the EQ Advisors Trust (the "Trust"). Your
investment results in a variable investment option will depend on the investment
performance of the related portfolio. Below is a complete list of the variable
investment options:

--------------------------------------------------------------------------------
VARIABLE INVESTMENT OPTIONS
--------------------------------------------------------------------------------
o EQ/Core Bond Index o EQ/Equity 500 Index o EQ/Money Market
--------------------------------------------------------------------------------

We also offer our Protected Investment Option, which permits you to invest in
one or more segments, each of which provide performance tied to the performance
of a securities or commodities index for a set period (1 year, 3 years or 5
years). The Protected Investment Option does not involve an investment in any
underlying portfolio. Instead, it is an obligation of AXA Equitable Life
Insurance Company. Unlike an index fund, the Protected Investment Option
provides a return designed to provide a combination of protection against
certain decreases in the index and limitation on participation in certain
increases in the index. THERE IS A RISK OF A SUBSTANTIAL LOSS OF YOUR PRINCIPAL
BECAUSE YOU AGREE TO ABSORB ALL LOSSES TO THE EXTENT THEY EXCEED THE PROTECTION
PROVIDED BY THE PROTECTED INVESTMENT OPTION.

Segments of the Protected Investment Option are designed to be held to maturity.
On any date prior to maturity, we calculate the interim value of the segment as
described in "Appendix II -- Segment Interim Value". The interim value of a
segment may be more or less than your initial investment.

We currently offer the Protected Investment Option using the following indices:

--------------------------------------------------------------------------------
INDICES
--------------------------------------------------------------------------------
o S&P 500 Price o Russell 2000 Price o MSCI EAFE Price
Return Index Return Index Return Index

o London Gold Market o NYMEX West Texas
Fixing Ltd PM Intermediate Crude
Fix Price/USD Oil Generic
(the "Gold Index")* Front-Month Futures
(the "Oil Index")*
--------------------------------------------------------------------------------
* Available in IRA contract only

TYPES OF CONTRACTS. We offer the contracts for use as:

o A nonqualified annuity ("NQ") for after-tax contributions only.

o An individual retirement annuity ("IRA"), either traditional IRA or Roth IRA.

A minimum contribution of $25,000 is required to purchase a contract.

You can purchase this contract in one of two ways: (i) as a Series B contract,
which has withdrawal charges, or (ii) as a Series ADV contract, if you are a
participant in an account established under a fee-based program sponsored by a
registered broker-dealer or other financial intermediary that we accept.

The principal underwriters of the contract are AXA Advisors, LLC and AXA
Distributors, LLC. The offering of the contract is intended to be continuous.

Registration statements relating to this offering have been filed with the
Securities and Exchange Commission ("SEC"). The statement of additional
information ("SAI") dated , 2010, is a part of the registration statements.
The SAI is available free of charge. You may request one by writing to our
processing office at P.O. Box 1547, Secaucus, NJ 07096-1547 or calling
1-800-789-7771. The SAI is incorporated by this reference into this Prospectus.
This Prospectus and the SAI can also be obtained from the SEC's website at
www.sec.gov. The table of contents for the SAI appears at the back of this
Prospectus.

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

X03028
PCS

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Contents of this Prospectus

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

PROTECTED CAPITAL STRATEGIES(SM)
--------------------------------------------------------------------------------
Who is AXA Equitable? 4
Definitions of key terms 5
Protected Capital Strategies(SM) at a glance -- key features 7

--------------------------------------------------------------------------------
FEE TABLE 10
--------------------------------------------------------------------------------
Examples 11
Condensed financial information 12

--------------------------------------------------------------------------------
1. RISK FACTORS 13
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
2. HOW TO REACH US 14
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
3. CONTRACT FEATURES AND BENEFITS 16
--------------------------------------------------------------------------------
How you can purchase and contribute to your contract 16
Owner and annuitant requirements 18
How you can make your contributions 18
Allocating your contributions 19
What are your investment options under the contract? 19
Portfolios of the Trust 20
Protected Investment Option 21
Your right to cancel within a certain number of days 25

--------------------------------------------------------------------------------
4. DETERMINING YOUR CONTRACT'S VALUE 27
--------------------------------------------------------------------------------
Your account value and cash value 27
Your contract's value in the variable investment options
and Segment Type Holding Accounts 27
Your contract's value in the Protected Investment Option 27

--------------------------------------------------------------------------------
5. TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS 28
--------------------------------------------------------------------------------
Transferring your account value 28
Disruptive transfer activity 28

----------------------
"We," "our" and "us" refer to AXA Equitable.

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

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

2 CONTENTS OF THIS PROSPECTUS

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--------------------------------------------------------------------------------
6. ACCESSING YOUR MONEY 30
--------------------------------------------------------------------------------
Withdrawing your account value 30
How withdrawals are taken from your account value 31
Surrendering your contract to receive its cash value 31
Withdrawals treated as surrenders 31
When to expect payments 31
Your annuity payout options 31

--------------------------------------------------------------------------------
7. CHARGES AND EXPENSES 35
--------------------------------------------------------------------------------
Charges that AXA Equitable deducts 35
Charges under the contracts 35
Charges that the Trust deducts 36
Group or sponsored arrangements 37
Other distribution arrangements 37

--------------------------------------------------------------------------------
8. PAYMENT OF DEATH BENEFIT 38
--------------------------------------------------------------------------------
Your beneficiary and payment of benefit 38
Beneficiary continuation option 39

--------------------------------------------------------------------------------
9. TAX INFORMATION 42
--------------------------------------------------------------------------------
Overview 42
Buying a contract to fund a retirement arrangement 42
Transfers among investment options 42
Taxation of nonqualified annuities 42
Individual retirement arrangements ("IRAs") 44
Roth individual retirement annuities ("Roth IRAs") 49
Federal and state income tax withholding and information reporting 52
Impact of taxes to AXA Equitable 52

--------------------------------------------------------------------------------
10. MORE INFORMATION 53
--------------------------------------------------------------------------------
About our Separate Account No. 49 53
About our Separate Account No. 68 53
About the Trust 53
About the general account 54
About other methods of payment 54
Dates and prices at which contract events occur 54
About your voting rights 55
Statutory compliance 55
About legal proceedings 55
Financial statements 55
Transfers of ownership, loans,
and borrowing 55
About Custodial IRAs 56
Distribution of the contracts 56

--------------------------------------------------------------------------------
11. INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE 58
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
APPENDICES
--------------------------------------------------------------------------------
I -- State contract availability and/or variations of
certain features and benefits A-1
II -- Segment Interim Value B-1
III -- Index Publishers C-1
IV -- Segment Maturity Date and Segment Start Date examples D-1

--------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
--------------------------------------------------------------------------------

CONTENTS OF THIS PROSPECTUS 3

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Who is AXA Equitable?

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

We are AXA Equitable Life Insurance Company ("AXA Equitable") a New York stock
life insurance corporation. We have been doing business since 1859. AXA
Equitable is an indirect, wholly-owned subsidiary of AXA Financial, Inc., a
holding company, which is itself an indirect, wholly-owned subsidiary of AXA SA
("AXA"). AXA is a French holding company for an international group of insurance
and related financial services companies. As the ultimate sole shareholder of
AXA Equitable, and under its other arrangements with AXA Equitable and AXA
Equitable's parent, AXA exercises significant influence over the operations and
capital structure of AXA Equitable and its parent. AXA holds its interest in AXA
Equitable through a number of other intermediate holding companies, including
Oudinot Participations, AXA America Holdings, Inc. and AXA Equitable Financial
Services, LLC. AXA Equitable is obligated to pay all amounts that are promised
to be paid under the contracts. No company other than AXA Equitable, however,
has any legal responsibility to pay amounts that AXA Equitable owes under the
contracts.

AXA Financial, Inc. and its consolidated subsidiaries managed approximately
$581.2 billion in assets as of December 31, 2009. For more than 100 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.

4 WHO IS AXA EQUITABLE?

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Definitions of key terms

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

ACCOUNT VALUE -- Your "account value" is the total of: (i) the values you have
in the variable investment options, (ii) the values you have in the Segment Type
Holding Accounts and (iii) your Segment Interim Values.

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

BUSINESS DAY -- Our "business day" is generally any day the New York Stock
Exchange is open for regular trading and generally ends at 4:00 p.m. Eastern
Time (or as of an earlier close of regular trading). A business day does not
include a day on which we are not open due to emergency conditions determined by
the Securities and Exchange Commission. We may also close early due to such
emergency conditions.

CASH VALUE -- At any time before annuity payments begin, your contract's cash
value is equal to the account value less any applicable withdrawal charges.

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

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

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

INDEX -- The reference price used to determine the Segment Rate of Return for a
Segment Type. We currently offer Segment Types based on two types of reference
prices: reference prices based on the performance of securities ("Securities
Indices") and reference prices based on the performance of commodities
("Commodities Indices"). In the future, we may offer Segment Types based on
other types of reference prices.

INDEX PERFORMANCE RATE -- For a Segment, the percentage change in the value of
the related Index from the Segment Start Date to the Segment Maturity Date. The
Index Performance Rate may be positive or negative.

IRS -- Internal Revenue Service

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

PERFORMANCE CAP RATE -- The highest Segment Rate of Return that can be credited
on a Segment Maturity Date. The Performance Cap Rate is not an annual rate of
return.

PERFORMANCE CAP THRESHOLD -- A minimum rate you may specify as a Segment
Participation Requirement that the Performance Cap Rate for a new Segment must
equal or exceed in order for amounts to be transferred from a Segment Type
Holding Account into a new Segment.

PROTECTED INVESTMENT OPTION -- An investment option that permits you to invest
in various Segments, each tied to the performance of an Index, and participate
in the performance of that Index.

SAI -- Statement of Additional Information.

SCHEDULED HOLIDAY -- Any weekday (Monday through Friday) that a value for any
underlying Index of a Segment would not, in the ordinary course of business, be
expected to be published. The following weekdays are Scheduled Holidays:

o Any weekday that the New York Stock Exchange is not scheduled to be open for
regular trading;

o Any weekday that the NYMEX designated market of the New York Mercantile
Exchange is not scheduled to be open for regular trading;

o Any weekday that the MSCI Barra is not scheduled to publish the MSCI EAFE
Price Return Index; or

o Any weekday that the London Gold Market Fixing Ltd is not scheduled to publish
the London Gold Market Fixing Ltd PM Fix Price /USD.

SEC -- Securities and Exchange Commission.

SEGMENT -- An investment option we establish with a specific Index, Segment
Duration, Segment Buffer, Segment Maturity Date and Performance Cap Rate.

SEGMENT BUFFER -- The portion of any negative Index Performance Rate that we
absorb on a Segment Maturity Date for a particular Segment. Any percentage
decline in a Segment's Index Performance Rate in excess of the Segment Buffer
reduces your Segment Maturity Value. We currently offer Segment Buffers of -10%,
-20% and -30%.

SEGMENT BUSINESS DAY -- Any business day under the contract that is not a
Scheduled Holiday. There will be some business days that are not also a Segment
Business Day. For example, if the New York Stock Exchange is open for regular
trading but the NYMEX designated market of the New York Mercantile Exchange is
not scheduled to be open for regular trading, the day will be a business day but
not a Segment Business Day. The determination of whether the day is a Segment
Business Day is decided for all Segments starting or ending in a given month
under your contract. It does not vary from one Segment to another.

SEGMENT DURATION -- The period from the Segment Start Date to the Segment
Maturity Date. We currently offer Segment Durations of 1 year, 3 years or 5
years.

SEGMENT INTERIM VALUE -- The value of your investment in a Segment prior to the
Segment Maturity Date.

DEFINITIONS OF KEY TERMS 5

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SEGMENT INVESTMENT -- The amount transferred to a Segment on its Segment Start
Date, as adjusted for any withdrawals from that Segment.

SEGMENT MATURITY DATE -- The Segment Business Day on which a Segment ends. This
is generally the 14th of the same month as the Segment Start Date in the
calendar year in which the Segment Duration ends. The Segment Maturity Date may
be a later date if the 14th or 15th of the month is not a Segment Business Day,
or if there is an Unscheduled Close Date for the relevant Index.

SEGMENT MATURITY INSTRUCTIONS -- Instructions you provide to us, telling us what
you want us to do with your Segment Maturity Value on your Segment Maturity
Date.

SEGMENT MATURITY DATE REQUIREMENT -- You will not be invested in a Segment if
the Segment Maturity Date is later than your contract maturity date.

SEGMENT MATURITY VALUE -- The value of your investment in a Segment on the
Segment Maturity Date.

SEGMENT PARTICIPATION REQUIREMENTS -- The requirements that must be met before
we transfer amounts from a Segment Type Holding Account to a new Segment on a
Segment Start Date.

SEGMENT RATE OF RETURN -- If the Index Performance Rate is positive, then the
Segment Rate of Return is a rate equal to the Index Performance Rate, but not
more than the Performance Cap Rate. If the Index Performance Rate is negative,
but declines by a percentage less than or equal to the Segment Buffer, then the
Segment Rate of Return is 0%. If the Index Performance Rate is negative, and
declines by more than the Segment Buffer, then the Segment Rate of Return is
negative, but will not reflect the first -10%, -20% or -30% of downside
performance, depending on the Segment Buffer applicable to that Segment.

SEGMENT RETURN AMOUNT -- Equals the Segment Investment multiplied by the Segment
Rate of Return.

SEGMENT START DATE -- The Segment Business Day on which a new Segment is
established. This is generally the 15th of each month. The Segment Start Date
may be a later date if the 14th or 15th of the month is not a Segment Business
Day, or if there is an Unscheduled Close Date for the relevant Index.

SEGMENT TYPE -- All Segments having the same Index, Segment Duration, and
Segment Buffer. Each Segment Type has a corresponding Segment Type Holding
Account. We currently offer 15 Segment Types.

SEGMENT TYPE HOLDING ACCOUNT -- An account that holds all contributions and
transfers allocated to a Segment Type pending investment in a Segment. There is
a Segment Type Holding Account for each Segment Type. The Segment Type Holding
Accounts are part of the EQ/Money Market variable investment option.

UNSCHEDULED CLOSE DATE -- With regard to any particular Segment Type, any
Segment Business Day on which a value for the underlying Index is not published.
Unscheduled Close Dates affect only the Segment Start Date and/or the Segment
Maturity Date for the Segment Types that rely upon the related Index. There are
no Unscheduled Close Dates for Segments of Segment Types based on the S&P 500
Price Return Index or the Russell 2000 Price Return Index because any day on
which the New York Stock Exchange does not open for regular trading is not a
Segment Business Day. For the other Segment Types, the Unscheduled Close Dates
are listed below:

o For any Segments of Segment Types based on the MSCI EAFE Price Return Index,
any Segment Business Day on which MSCI Barra does not publish the MSCI EAFE
Price Return Index;

o For any Segments of Segment Types based on the NYMEX West Texas Intermediate
Crude Oil Generic Front-Month Futures contract, any Segment Business Day on
which the NYMEX designated market of the New York Mercantile Exchange is not
open for regular trading; and

o For any Segments of Segment Types based on the London Gold Market Fixing Ltd
PM Price/USD Index, any Segment Business Day on which the London Gold Market
Fixing Ltd does not publish the London Gold Market Fixing Ltd PM Price/USD
Index.

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

---------------------------------------------------------------------
PROSPECTUS CONTRACT OR SUPPLEMENTAL MATERIALS
---------------------------------------------------------------------
account value Annuity Account Value
unit Accumulation unit
unit value Accumulation unit value
---------------------------------------------------------------------

6 DEFINITIONS OF KEY TERMS

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Protected Capital Strategies(SM) at a glance -- key features

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TWO CONTRACT SERIES This Prospectus describes two contract series of Protected Capital Strategies(SM) -- Series B and Series
ADV. Series B contracts are subject to a withdrawal charge schedule, while the Series ADV contracts
are not subject to a withdrawal charge schedule, but can only be purchased through an account
established under a fee-based program sponsored and maintained by a registered broker-dealer or other
financial intermediary that we accept. The fees and expenses of your fee-based program are separate
from and in addition to the fees and expenses of the contract and generally provide for various
brokerage services. We do not create or approve these fee-based programs, which are the sole
responsibility of the registered broker-dealers or other financial intermediaries that create them.

Each series provides for the accumulation of retirement savings and income, and provides for the
payment of account value to your beneficiary upon death, and offers various payout options.

Each series has a different charge structure. For details, please see the "Fee table" and "Charges and
expenses" sections later in this Prospectus.

Throughout the Prospectus, any differences in the series are identified.

You should work with your financial professional to decide which series of the contract may be
appropriate for you based on a thorough analysis of your particular insurance needs, financial
objectives, investment goals, time horizons and risk tolerance.
------------------------------------------------------------------------------------------------------------------------------------
VARIABLE INVESTMENT Protected Capital Strategies(SM) variable investment options invest in portfolios sub-advised by
OPTIONS professional investment advisers. The contract currently offers three variable investment options.
Depending upon the performance of the variable investment options, you could lose money by investing
in one or more variable investment options.
------------------------------------------------------------------------------------------------------------------------------------
PROTECTED INVESTMENT o 15 Segment Types with Segment Durations of 1, 3 and 5 years.
OPTION
o Each Segment Type offers an opportunity to invest in a Segment that is tied to the performance of a
Securities or Commodities Index. You participate in the performance of that Index by investing in
the Segment. Investments in Segments are not investments in underlying mutual funds; Segments are
not "index funds." We calculate the results of an investment in a Segment pursuant to one or more
formulas described later in this Prospectus. Depending upon the performance of the Indices, you
could lose money by investing in one or more Segments.

o The Indices are as follows:

-- S&P 500 Price Return Index;

-- Russell 2000 Price Return Index;

-- MSCI EAFE Price Return Index;

-- London Gold Market Fixing Ltd PM Fix Price /USD (the "Gold Index") (only available for IRA
contracts); and

-- NYMEX West Texas Intermediate Crude Oil Generic Front-Month Futures (the "Oil Index") (only
available for IRA contracts).

o The Segment Return Amount will only be applied on the Segment Maturity Date.

o The Segment Rate of Return could be positive, zero, or negative. THERE IS A RISK OF A SUBSTANTIAL
LOSS OF YOUR PRINCIPAL BECAUSE YOU AGREE TO ABSORB ALL LOSSES TO THE EXTENT THEY EXCEED THE SEGMENT
BUFFER FOR ANY SEGMENT.

o On any date prior to maturity, we calculate the Segment Interim Value for each Segment as described
in "Appendix II -- Segment Interim Value". The Segment Interim Value may be more or less than your
initial investment.
------------------------------------------------------------------------------------------------------------------------------------

PROTECTED CAPITAL STRATEGIES(SM) AT A GLANCE -- KEY FEATURES 7

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PROTECTED INVESTMENT O BOTH THE PERFORMANCE CAP RATE AND THE SEGMENT BUFFER ARE RATES OF RETURN FROM THE SEGMENT START DATE
OPTION (CONTINUED) TO THE SEGMENT MATURITY DATE, NOT ANNUAL RATES OF RETURN, EVEN IF THE SEGMENT DURATION IS LONGER
THAN ONE YEAR. THEREFORE YOUR PERFORMANCE CAP THRESHOLD IS ALSO NOT AN ANNUAL RATE, AS IT
CORRESPONDS TO THE SEGMENT DURATION.

O THE HIGHEST LEVEL OF PROTECTION IS THE -30% SEGMENT BUFFER AND LOWEST LEVEL OF PROTECTION IS THE
-10% SEGMENT BUFFER.
------------------------------------------------------------------------------------------------------------------------------------
TAX ADVANTAGES o On earnings inside the No tax until you make withdrawals from your contract or receive annuity
contract payments.

o On transfers inside the No tax on transfers among investment options, including on a Segment
contract Maturity Date.
--------------------------------------------------------------------------------------------------------
If you are purchasing an annuity contract as an Individual Retirement Annuity (IRA), you should be
aware that such annuities do not provide tax deferral benefits beyond those already provided by the
Internal Revenue Code for individual retirement arrangements. Before purchasing this contract, you
should consider whether its features and benefits beyond tax deferral meet your needs and goals. You
may also want to consider the relative features, benefits and costs of this contract with any other
investment that you may use in connection with your individual retirement arrangement. (For more
information, see "Tax information" later in this Prospectus.)
------------------------------------------------------------------------------------------------------------------------------------
CONTRIBUTION AMOUNTS o NQ
$25,000 (initial) (minimum)
$500 (additional) (minimum)

o Traditional or Roth IRA
$25,000 (initial) (minimum)
$50 (subsequent) (minimum)

o Maximum contribution limitations apply to all contracts.
--------------------------------------------------------------------------------------------------------
In general, contributions are limited to $1.5 million under all Protected Capital Strategies(SM)
contracts with the same owner or annuitant and $2.5 million under all AXA Equitable annuity
accumulation contracts with the same owner or annuitant. Upon advance notice to you, we may exercise
certain rights we have under the contract regarding contributions, including our rights to (i) change
minimum and maximum contribution requirements and limitations, and (ii) discontinue acceptance of
contributions including contributions in general, or to particular investment options. For more
information, see "How you can purchase and contribute to your contract" in "Contract features and
benefits" later in this Prospectus.
------------------------------------------------------------------------------------------------------------------------------------
ACCESS TO YOUR MONEY o Partial withdrawals

o Contract surrender

o You may be subject to tax on any income you receive and an additional 10% federal income tax
penalty, unless you are 59-1/2 or another exception applies. For Series B, you may also incur a
withdrawal charge for certain withdrawals or if you surrender your contract.
------------------------------------------------------------------------------------------------------------------------------------
PAYOUT OPTIONS o Fixed annuity payout options

o Variable Immediate Annuity payout options (as described in a separate Prospectus for that option)

o Income Manager(R) payout options (described in a separate Prospectus for that option)
------------------------------------------------------------------------------------------------------------------------------------
FEES AND CHARGES Please see "Fee table" later in this section for complete details.
------------------------------------------------------------------------------------------------------------------------------------
OWNER AND ANNUITANT ISSUE 0-85
AGES
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YOUR RIGHT TO CANCEL To exercise your cancellation right you must notify us, with a signed letter of instruction electing
this right, to our processing office within 10 days after you receive your contract. If state law
requires, this "free look" period may be longer. See "Your right to cancel within a certain number of
days" in "Contract features and benefits" later in this Prospectus for more information.
------------------------------------------------------------------------------------------------------------------------------------

8 PROTECTED CAPITAL STRATEGIES(SM) AT A GLANCE -- KEY FEATURES

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THE TABLE ABOVE SUMMARIZES ONLY CERTAIN CURRENT KEY FEATURES OF THE CONTRACT.
THE TABLE ALSO SUMMARIZES CERTAIN CURRENT LIMITATIONS, RESTRICTIONS AND
EXCEPTIONS TO THOSE FEATURES THAT WE HAVE THE RIGHT TO IMPOSE UNDER THE CONTRACT
AND THAT ARE SUBJECT TO CHANGE IN THE FUTURE. IN SOME CASES, OTHER LIMITATIONS,
RESTRICTIONS AND EXCEPTIONS MAY APPLY. THE CONTRACT MAY NOT CURRENTLY BE
AVAILABLE IN ALL STATES. ALL SEGMENT TYPES ARE NOT AVAILABLE IN ALL CONTRACTS,
AND MAY NOT BE AVAILABLE IN ALL STATES. PLEASE SEE APPENDIX I LATER IN THIS
PROSPECTUS FOR MORE INFORMATION ON STATE AVAILABILITY AND/OR VARIATIONS OF
CERTAIN FEATURES AND BENEFITS.

For more detailed information, we urge you to read the contents of this
Prospectus, as well as your contract. This Prospectus is not your contract,
although this Prospectus provides a description of all material features,
benefits, rights and obligations. Your contract (including any endorsements,
riders and data pages as identified in your contract) is the entire contract
between you and AXA Equitable and governs with respect to all features,
benefits, rights and obligations. The Prospectus should be read carefully before
investing. Please feel free to speak with your financial professional, or call
us, if you have any questions.

OTHER CONTRACTS

We offer a variety of fixed and variable annuity contracts. They may offer
features, including investment options, and have fees and charges, that are
different from those in the contracts offered by this Prospectus. Not every
contract we issue is offered through every selling broker-dealer. Some selling
broker-dealers may not offer and/or limit the offering of certain features or
options, as well as limit the availability of the contracts, based on issue age
or other criteria established by the selling broker-dealer. Upon request, your
financial professional can show you information regarding other AXA Equitable
annuity contracts that he or she distributes. You can also contact us to find
out more about the availability of any of the AXA Equitable annuity contracts.

You should work with your financial professional to decide whether this contract
is appropriate for you based on a thorough analysis of your particular insurance
needs, financial objectives, investment goals, time horizons and risk tolerance.

PROTECTED CAPITAL STRATEGIES(SM) AT A GLANCE -- KEY FEATURES 9

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Fee table

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

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

The first table describes fees and expenses that you will pay at the time that
you surrender the contract, make certain withdrawals, purchase a Variable
Immediate Annuity payout option or make certain transfers and exchanges. Charges
designed to approximate certain taxes that may be imposed on us, such as premium
taxes in your state, may also apply.(1)

------------------------------------------------------------------------------------------------------------------------------------
CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE AT THE TIME YOU REQUEST CERTAIN TRANSACTIONS
------------------------------------------------------------------------------------------------------------------------------------
Maximum withdrawal charge as a percentage of contributions withdrawn (deducted
if you surrender your contract or make certain withdrawals or apply your cash value SERIES B(2) SERIES ADV
to certain payout options). 5.00% N/A
------------------------------------------------------------------------------------------------------------------------------------
Charge if you elect a Variable Immediate Annuity payout option (which is described
in a separate Prospectus for that option) $350
------------------------------------------------------------------------------------------------------------------------------------
Charge for each additional transfer in excess of 12 transfers per contract year:(3) Maximum Charge: $35
Current Charge: $0
------------------------------------------------------------------------------------------------------------------------------------

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

------------------------------------------------------------------------------------------------------------------------------------
CHARGES WE DEDUCT FROM YOUR VARIABLE INVESTMENT OPTIONS (INCLUDING THE SEGMENT TYPE HOLDING ACCOUNTS) EXPRESSED AS AN ANNUAL
PERCENTAGE OF DAILY NET ASSETS
------------------------------------------------------------------------------------------------------------------------------------
Separate account annual expenses:
SERIES B SERIES ADV
Contract fee(4) 1.25% 0.65%
------------------------------------------------------------------------------------------------------------------------------------

You also bear your proportionate share of all fees and expenses paid by a
"portfolio" that corresponds to any variable investment option you are using.
This table shows the lowest and highest total operating expenses charged by any
of the portfolios that you will pay periodically during the time that you own
the contract. These fees and expenses are reflected in the portfolio's net asset
value each day. Therefore, they reduce the invest- ment 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 the portfolio.

------------------------------------------------------------------------------------------------------------------------------------
PORTFOLIO OPERATING EXPENSES EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET ASSETS
------------------------------------------------------------------------------------------------------------------------------------
Total Annual Portfolio Operating Expenses for 2009 (expenses that are deducted Lowest Highest
from portfolio assets including management fees, 12b-1 fees, service fees, and/or ------ -------
other expenses) 0.64% 0.74%
------------------------------------------------------------------------------------------------------------------------------------

This table shows the fees and expenses for 2009 as an annual percentage of each
Portfolio's daily average net assets.

----------------------------------------------------------------------------------------------------------
NET
TOTAL ANNUAL FEE WAIVERS ANNUAL
EXPENSES AND/OR EXPENSES
(BEFORE EXPENSE (AFTER
MANAGEMENT 12B-1 OTHER EXPENSE REIMBURSE- EXPENSE
PORTFOLIO NAME FEES(5) FEES(6) EXPENSES(7) LIMITATIONS) MENTS(8) LIMITATIONS)
---------------------------------------------------------------------------------------------------------

EQ ADVISORS TRUST:
---------------------------------------------------------------------------------------------------------
EQ/Core Bond Index 0.35% 0.25% 0.14% 0.74% -- 0.74%
EQ/Equity 500 Index 0.25% 0.25% 0.14% 0.64% -- 0.64%
EQ/Money Market 0.31% 0.25% 0.16% 0.72% -- 0.72%
---------------------------------------------------------------------------------------------------------

10 FEE TABLE

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Notes:

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

(2) Deducted upon a withdrawal of amounts in excess of the 10% free withdrawal
amount. Important exceptions and limitations may eliminate or reduce this
charge.

The withdrawal charge percentage we use is determined by the contract Contract
year in which you make the withdrawal, surrender your contract to receive Year
its cash value, or surrender your con- tract to apply your cash value to 1.....................................5.00%
a non-life contingent annuity payment option. For each contribution, we 2.....................................5.00%
consider the contract year in which we receive that contribution to be 3.....................................5.00%
"contract year 1"). 4.....................................4.00%
5.....................................3.00%
6+....................................0.00%

(3) Currently, we do not charge for transfers among variable investment options
under the contract. However, we reserve the right to charge for transfers in
excess of 12 transfers per contract year. We will charge no more than $35
for each variable transfer at the time each transfer is processed. See
"Transfer charge" in "Charges and expenses" later in this Prospectus. We
will not count transfers from Segment Type Holding Accounts into Segments on
a Segment Start Date, or the allocation of Segment Maturity Value on a
Segment Maturity Date in calculating the number of transfers subject to this
charge.

(4) On a non-guaranteed basis, we may waive any portion of the contract fee as
it applies to the EQ/Money Market variable investment option to the extent
that the fee exceeds the income distributed by the underlying EQ/Money
Market Portfolio. This waiver is limited to the contract fee, and it is not
a fee waiver or performance guarantee for the underlying EQ/Money Market
Portfolio. See "Contract fee" in "Charges and expenses" later in this
Prospectus.

(5) The management fees for each Portfolio cannot be increased without a vote of
that Portfolio's shareholders.

(6) Portfolio shares are subject to fees imposed under the distribution plans
(the "Rule 12b-1 Plan") adopted by the Trusts pursuant to Rule 12b-1 under
the Investment Company Act of 1940. The maximum annual distribution and/or
service (12b-1) fee for Class B and IB shares is 0.50% of the average daily
net assets attributable to those shares. Under arrangements approved by each
Trust's Board of Trustees, the distribution and/or service (12b-1) fee
currently is limited to 0.25% of the average daily net assets attributable
to Class B and Class IB shares of the portfolios. These arrangements will be
in effect at least until April 30, 2011.

(7) Other expenses shown are those incurred in 2009. The amounts shown as "Other
Expenses" will fluctuate from year to year depending on actual expenses.

(8) A "--" indicates that there is no guaranteed expense limitation in effect.

EXAMPLES

These examples are intended to help you compare the cost of investing in the
contract with the cost of investing in other variable annuity contracts. These
costs include contract owner transaction expenses, separate account annual
expenses, and underlying Trust fees and expenses (including underlying
portfolio fees and expenses). For a complete description of portfolio charges
and expenses, please see the prospectuses for the Trust.

The examples below show the expenses that a hypothetical contract owner would
pay in the situations illustrated first under a Series B contract and then
under a Series ADV contract.

The Protected Investment Option is not covered by the fee table and examples.
However, the withdrawal charge, if any, and the charge if you elect a Variable
Immediate Annuity payout option do apply to the Protected Investment Option.

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

The examples assume that you invest $10,000 in the contract for the time
periods indicated and that your investment has a 5% return each year. The
examples also assume (i) the total annual expenses of the portfolios set forth
in the previous tables; and (ii) there is no waiver of any withdrawal charge.
Although your actual costs may be higher or lower, based on these assumptions,
your costs would be:

FEE TABLE 11

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SERIES B

----------------------------------------------------------------------------------------------------------------
IF YOU SURRENDER YOUR CONTRACT AT THE IF YOU ANNUITIZE AT THE END OF THE
END OF THE APPLICABLE TIME PERIOD APPLICABLE TIME PERIOD
----------------------------------------------------------------------------------------------------------------
PORTFOLIO NAME 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------------------------------------------------------------------------------------------------------------

EQ ADVISORS TRUST:
----------------------------------------------------------------------------------------------------------------
EQ/Core Bond Index $709 $1,145 $1,407 $2,386 N/A $1,145 $1,407 $2,386
EQ/Equity 500 Index $698 $1,113 $1,354 $2,277 N/A $1,113 $1,354 $2,277
EQ/Money Market $707 $1,139 $1,397 $2,364 N/A $1,139 $1,397 $2,364
----------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------
IF YOU DO NOT SURRENDER YOUR CONTRACT
AT THE END OF THE APPLICABLE TIME
PERIOD
-------------------------------------------------------------------
PORTFOLIO NAME 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------------------------

EQ ADVISORS TRUST:
-------------------------------------------------------------------
EQ/Core Bond Index $209 $645 $1,107 $2,386
EQ/Equity 500 Index $198 $613 $1,054 $2,277
EQ/Money Market $207 $639 $1,097 $2,364
-------------------------------------------------------------------

SERIES ADV CONTRACT

--------------------------------------------------------------------------------------------------------------------
IF YOU SURRENDER OR DO NOT SURRENDER
IF YOU ANNUITIZE AT THE END OF THE YOUR CONTRACT AT THE END OF THE APPLI-
APPLICABLE TIME PERIOD CABLE TIME PERIOD
--------------------------------------------------------------------------------------------------------------------
PORTFOLIO NAME 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------------------------------------------

EQ ADVISORS TRUST:
--------------------------------------------------------------------------------------------------------------------
EQ/Core Bond Index N/A $804 $1,133 $2,065 $146 $454 $783 $1,715
EQ/Equity 500 Index N/A $771 $1,078 $1,950 $135 $421 $728 $1,600
EQ/Money Market N/A $797 $1,122 $2,042 $144 $447 $772 $1,692
--------------------------------------------------------------------------------------------------------------------

CONDENSED FINANCIAL INFORMATION

Because the contracts offered by this Prospectus have not yet been sold, no
class of accumulation units have yet been derived from the contracts offered by
this Prospectus.

12 FEE TABLE

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1. Risk factors

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

Risks associated with some features of the Protected Investment Option include:

o 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 Rate that
exceeds the Segment Buffer for any Segment.

o Your Segment Rate of Return for any Segment is also limited by its Performance
Cap Rate, which could cause your Segment Rate of Return to be lower than it
would otherwise be if you invested directly in the applicable Index.

o We do not set a minimum Performance Cap Rate. You will not know what the
Performance Cap Rate is before a Segment starts. Therefore, you will not know
in advance the upper limit on the return that may be credited to your Segment
Investment. If you do not elect a Performance Cap Threshold for a Segment, you
risk the possibility that the Performance Cap Rate on the Segment will result
in lower investment returns than could have been achieved had you directed
your investment into one of the other available investment options. On the
other hand, if you elect a Performance Cap Threshold that exceeds the declared
Performance Cap Rate, you will not be invested in that Segment Type and your
contribution will remain in that Segment Type Holding Account, until your
threshold is met or you provide us with alternative instructions.

o Even if the corresponding Index has experienced positive investment
performance since the Segment Start Date, because of the method we use in
calculating your Segment Interim Value, it may be lower than your Segment
Investment.

o If you take a withdrawal, including required minimum distribu tions, and
there is insufficient value in the variable investment options and the
Segment Type Holding Accounts on the date that we withdraw the required
minimum distribution for the year to meet the entire required minimum
distribution, we will withdraw amounts from any active Segments in your
contract without any action on your part at that time, which amounts will be
valued using the formula for calculating the Segment Interim Value. This
amount may be less than your Segment Maturity Value would be if you left the
amount in the Segment until the Segment Maturity Date.

o Any calculation of the Segment Interim Value will generally be affected by
changes in both the volatility and level of the relevant Index, as well as
interest rates. The calculation of the Segment Interim Value is linked to
various factors, including the value of a basket of put and call options on
the relevant Index as described later in this Prospectus. The Segment
Interim Value will generally be negatively affected by increases in market
volatility or after the Index experiences a negative return following the
Segment Start Date.

o You cannot transfer out of a Segment prior to its maturity to another
investment option. You can only make withdrawals out of a Segment or surrender
your contract. The amount you would receive would be calculated using the
formula for the Segment Interim Value. In addition, withdrawals under a Series
B contract may be subject to a withdrawal charge. Because any withdrawal
charge is calculated as a percentage of contributions, not account value, the
impact of a withdrawal charge may increase if the Segment Interim Value of the
amount withdrawn is less than the contribution being withdrawn. For example,
if the Segment Interim Value of a $1,000 contribution is $800 due to negative
performance of the Index, and a withdrawal charge of 5% is applied, the
withdrawal charge, as a percentage of account value withdrawn, will be greater
than 5%.

o We may not offer new Segments of any or all Segment Types, so a Segment may
not be available for you to transfer your Segment Maturity Value into after
the Segment Maturity Date.

o We have the right to substitute an alternative index if the publication of one
or more Indices is discontinued or at our sole discretion we determine that
our use of such Indices should be discontinued or if the calculation of one or
more of the Indices is substantially changed.

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

o If the Segment Maturity Date for a Segment is delayed by more than one
Unscheduled Close Dates, so that the Segment Maturity Date is after the
scheduled Segment Start Date for that month, we may create new Segments of
Segment Types that utilize unaffected Indices on the scheduled Segment Start
Date. If your instructions include an allocation from a Segment whose Segment
Maturity Date has been delayed to a new Segment whose underlying Index is
unaffected, we will not be able to transfer that portion of your Segment
Maturity Value from the affected Segment to the unaffected Segment. We will
use reasonable efforts to allocate your Segment Maturity Value in accordance
with your instructions, which may include holding amounts in Segment Type
Holding Accounts until the next Segment Start Date.

o The amounts held in a Segment Type Holding Account may earn a return that is
less than the return you might have earned if those amounts were held in
another variable investment option.

Please also see "Variable investment options" under "What are your investment
options under the contract?" in "Contract features and benefits" later in this
Prospectus for information regarding certain risks.

RISK FACTORS 13

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2. How to reach us

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

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

--------------------------------------------------------------------------------
FOR CORRESPONDENCE WITH CHECKS:
--------------------------------------------------------------------------------

FOR CONTRIBUTIONS SENT BY REGULAR MAIL:
Retirement Service Solutions
P.O. Box 1577
Secaucus, NJ 07096-1577

FOR CONTRIBUTIONS SENT BY EXPRESS DELIVERY:
Retirement Service Solutions
500 Plaza Drive, 6th Floor
Secaucus, NJ 07094

--------------------------------------------------------------------------------
FOR CORRESPONDENCE WITHOUT CHECKS:
--------------------------------------------------------------------------------

FOR ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR
REQUIRED NOTICES) SENT BY REGULAR MAIL:
Retirement Service Solutions
P.O. Box 1547
Secaucus, NJ 07096-1547

FOR ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR
REQUIRED NOTICES) SENT BY EXPRESS DELIVERY:
Retirement Service Solutions
500 Plaza Drive, 6th Floor
Secaucus, NJ 07094

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

--------------------------------------------------------------------------------
REPORTS WE PROVIDE:
--------------------------------------------------------------------------------
o written confirmation of financial transactions and certain non-financial
transactions, including when money is transferred into a Segment from a
Segment Type Holding Account; when money is not transferred from a Segment
Type Holding Account into a Segment on a Segment Start Date for any reason;
when a Segment matures; when you change a Performance Cap Threshold; or when
you change your Segment Maturity Instructions; and

o statement of your contract values at the close of each calendar year, and at
the close of each calendar quarter for which there is a financial transaction.

--------------------------------------------------------------------------------
TELEPHONE OPERATED PROGRAM SUPPORT ("TOPS") AND
ONLINE ACCOUNT ACCESS SYSTEMS:
--------------------------------------------------------------------------------
TOPS is designed to provide you with up-to-date information via touch-tone
telephone. Online Account Access is designed to provide this information
through the Internet. You can obtain information on:

o your current account value;

o your current allocation percentages;

o your Performance Cap Threshold;

o your instructions on file for allocating the Segment Maturity Value on the
Segment Maturity Date;

o the number of units you have in the variable investment options and the
Segment Type Holding Accounts;

o the daily unit values for the variable investment options and the Segment Type
Holding Accounts; and

o performance information regarding the variable investment options (not
available through TOPS).

You can also:

o elect or change your Performance Cap Threshold;

o change your allocation percentages and/or transfer among the variable
investment options (not available for transfers to Segment Type Holding
Accounts); and

o change your TOPS personal identification number ("PIN") (through TOPS only)
and your Online Account Access password (through Online Account Access only).

With Online Account Access only you can:

o elect to receive certain contract statements electronically;

o change your address;

o elect or change your Performance Cap Threshold; and

o access "Frequently Asked Questions" and certain service forms.

TOPS and Online Account Access are normally available seven days a week, 24
hours a day. You may use TOPS by calling toll-free 1-888--

14 HOW TO REACH US

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909-7770. You may use Online Account Access by visiting our website at
www.axa-equitable.com and clicking on Online Account Access. Of course, for
reasons beyond our control, these services may sometimes be unavailable.

We have established procedures to reasonably confirm that the instructions
communicated by telephone or the Internet are genuine. For example, we will
require certain personal identification information before we will act on
telephone or Internet instructions and we will provide written confirmation of
your transfers. If we do not employ reasonable procedures to confirm the
genuineness of telephone or Internet instructions, we may be liable for any
losses arising out of any act or omission that constitutes negligence, lack of
good faith, or willful misconduct. In light of our procedures, we will not be
liable for following telephone or Internet instructions we reasonably believe
to be genuine.

We reserve the right to limit access to these services if we determine that you
engaged in a disruptive transfer activity such as "market timing" (see
"Disruptive transfer activity" in "Transferring your money among investment
options" later in this Prospectus).

--------------------------------------------------------------------------------
CUSTOMER SERVICE REPRESENTATIVE:
--------------------------------------------------------------------------------
You may also use our toll-free number (1-800-789-7771) to speak with one of our
customer service representatives. Our customer service representatives are
available on any business day from 8:30 a.m. until 5:30 p.m., Eastern Time.

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

(1) authorization for transfers, including transfers of your Segment Maturity
Value on a Segment Maturity Date, by your financial professional (available
only for contracts distributed through AXA Distributors);

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

(3) tax withholding elections;

(4) election of the beneficiary continuation option;

(5) IRA contribution recharacterizations;

(6) Section 1035 exchanges;

(7) direct transfers and specified direct rollovers;

(8) death claims;

(9) change in ownership (NQ only, if available under your contract);

(10) purchase by, or change of ownership to, a non-natural owner;

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

(12) establishing and changing a Performance Cap Threshold; and

(13) providing instructions for allocating the Segment Maturity Value on the
Segment Maturity Date.

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

(1) beneficiary changes; and

(2) contract surrender and withdrawal requests.

To cancel or change any of the following, we recommend that you provide the
required written notification at least seven calendar days before the next
scheduled transaction:

(1) instructions on file for allocating the Segment Maturity Value on the
Segment Maturity Date; and

(2) instructions to withdraw your Segment Maturity Value on the Segment
Maturity Date.

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

(1) the date annuity payments are to begin.

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

SIGNATURES:

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

HOW TO REACH US 15

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3. Contract features and benefits

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

HOW YOU CAN PURCHASE AND CONTRIBUTE TO YOUR CONTRACT

You may purchase a contract by making payments to us that we call
"contributions." We can refuse to accept any contribution from you at any time,
including after you purchase the contract. We require a minimum contribution
amount for each type of contract purchased. Maximum contribution limitations
also apply. The following table summarizes our current rules regarding
contributions to your contract, which rules are subject to change. For an IRA
contract (traditional or Roth) your initial contribution must be a direct
transfer or rollover contribution from another IRA contract (traditional or
Roth, as the case may be) or a rollover from an eligible retirement plan or
"designated Roth contribution account". Both the owner and annuitant named in
the contract must meet the issue age requirements shown in the table, and
contributions are based on the age of the older of the original owner and
annuitant. Subsequent contributions may not be permitted in your state. Please
see Appendix I later in this Prospectus for any applicable state variations.

--------------------------------------------------------------------------------
We reserve the right to change our current limitations on your contributions
and to discontinue acceptance of contributions.
--------------------------------------------------------------------------------

We currently do not accept any contribution if (i) the aggregate contributions
under one or more Protected Capital Strategies(SM) contracts with the same
owner or annuitant would then total more than $1,500,000; or (ii) the aggregate
contributions under all AXA Equitable annuity accumulation contracts with the
same owner or annuitant would then total more than $2,500,000. We may waive
these and other contribution limitations based on certain criteria we
determine, including issue age, aggregate contributions, variable investment
option allocations and selling broker-dealer compensation. These and other
contribution limitations may not be applicable in your state. Please see
Appendix I later in this Prospectus for more information on state variations.

--------------------------------------------------------------------------------
The "owner" is the person who is the named owner in the contract and, if an
individual, is the measuring life for determining contract benefits. The
"annuitant" is the person who is the measuring life for determining the
contract's maturity date. The annuitant is not necessarily the contract owner.
Where the owner of a contract is non-natural, the annuitant is the measuring
life for determining contract benefits.
--------------------------------------------------------------------------------

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

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

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

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

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

-- discontinue the acceptance of subsequent contributions and/or transfers
into one or more of the Segment Type Holding Accounts or the Segments.

o Further limit the number of Segment Type Holding Accounts and Segments you may
invest in at any one time.

o Limit or terminate new contributions or transfers to any variable investment
option, Segment Type Holding Account or Segment ("investment options").

YOUR ABILITY TO INVEST IN YOUR CONTRACT MAY BE RESTRICTED IF WE EXERCISE OUR
RIGHT TO DISCONTINUE THE ACCEPTANCE OF, AND/OR PLACE ADDITIONAL LIMITATIONS ON
CONTRIBUTIONS INTO CERTAIN INVESTMENT OPTIONS, INCLUDING ANY OR ALL OF THE
SEGMENT TYPES.

------------------------------------------------------------------------------------------------------------------------
ADDITIONAL LIMITATIONS ON
CONTRACT AVAILABLE FOR OWNER AND MINIMUM SOURCE OF CONTRIBUTIONS TO YOUR
TYPE ANNUITANT ISSUE AGES CONTRIBUTIONS CONTRIBUTIONS CONTRACT*
------------------------------------------------------------------------------------------------------------------------

NQ 0 through 85 $25,000 (initial) o After-tax money. o You may make subsequent
$500 (subsequent) contributions to the
o Paid to us by check or contract until the later of
transfer of contract value attained age 86 or, if
in a tax deferred exchange later, the first contract
under Section 1035 of the date anniversary.
Internal Revenue Code.
------------------------------------------------------------------------------------------------------------------------

* Subsequent contributions may not be permitted under certain conditions in your
state. Please see Appendix I later in this Prospectus for more information on
contribution limitations in your state. In addition to the limitations described
here, we also reserve the right to refuse to accept any contribution under the
contract at any time or change our contribution limits and requirements. We
further reserve the right to discontinue the acceptance of, or place additional
limitations on, contributions to the contract or contributions and/or transfers
into any investment option at any time.

16 CONTRACT FEATURES AND BENEFITS

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------------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL LIMITATIONS ON
CONTRACT AVAILABLE FOR OWNER AND MINIMUM SOURCE OF CONTRIBUTIONS TO YOUR
TYPE ANNUITANT ISSUE AGES CONTRIBUTIONS CONTRIBUTIONS CONTRACT*
------------------------------------------------------------------------------------------------------------------------------------

Traditional IRA 0 through 85 $25,000 (initial) o Eligible rollover distribu- o You may make rollover or
$50 (subsequent) tions from 403(b) plans, direct transfer
qualified plans and govern- contributions until the
mental employer 457(b) later of attained age 86 or
plans. the first contract date
anniversary.
o Rollovers from another
traditional individual o Contributions made after age
retire- ment arrangement. 70-1/2 must be net of
required minimum
o Direct custodian-to- distributions.
custodian transfers from
another traditional indi- o Although we accept regular
vidual retirement IRA contributions (limited
arrangement. to $5,000 per calendar year)
under traditional IRA con-
o Regular IRA contributions. tracts, we intend that the
contract be used primarily
o Additional catch-up contri- for rollover and direct
butions. transfer contributions.

o Subsequent catch-up contri-
butions of up to $1,000 per
calendar year where the
owner is at least age 50 but
under age 70-1/2 at any time
during the calendar year for
which the contribution is
made.
------------------------------------------------------------------------------------------------------------------------------------
Roth IRA 0 through 85 $25,000 (initial) o Rollovers from another Roth o You may make rollover or
$50 (subsequent) IRA. direct transfer
contributions until the
o Rollovers from a "desig- later of attained age 86 or
nated Roth contribution the first contract date
account" under a 401(k) plan anniversary.
or 403(b) plan.
o Conversion rollovers after
o Conversion rollovers from a age 70-1/2 must be net of
traditional IRA or other required minimum distribu-
eligible retirement plan. tions for the traditional
IRA or other eligible
o Direct custodian-to- retirement plan that is the
custodian transfers from source of the conversion
another Roth IRA. rollover.

o Regular Roth IRA contribu- o Although we accept Roth IRA
tions. contributions (limited to
$5,000 per calendar year)
o Additional catch-up contri- under Roth IRA contracts, we
butions. intend that the contract be
used primarily for rollover
and direct transfer
contributions.

o Subsequent catch-up contri-
butions of up to $1,000 per
calendar year where the
owner is at least 50 at any
time during the calendar
year for which the
contribution is made.
------------------------------------------------------------------------------------------------------------------------------------

* Subsequent contributions may not be permitted under certain conditions in your
state. Please see Appendix I later in this Prospectus for more information on
contribution limitations in your state. In addition to the limitations
described here, we also reserve the right to refuse to accept any contribution
under the contract at any time or change our contribution limits and
requirements. We further reserve the right to discontinue the acceptance of,
or place additional limitations on, contributions to the contract or
contributions and/or transfers into any investment option at any time.

CONTRACT FEATURES AND BENEFITS 17

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OWNER AND ANNUITANT REQUIREMENTS

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

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

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

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

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

In this Prospectus, when we use the terms owner and joint owner, we intend
these to be references to annuitant and joint annuitant, respectively, if the
contract has a non-natural owner. Unless otherwise stated, if the contract is
jointly owned or is issued to a non-natural owner, benefits are based on the
age of the older joint owner or older joint annuitant, as applicable.

PURCHASE CONSIDERATIONS FOR A CHARITABLE REMAINDER TRUST

If you are purchasing the contract to fund a charitable remainder trust and
allocate any account value to the Protected Investment Option, you should
strongly consider "split-funding": that is the trust holds investments in
addition to this Protected Capital Strategies(SM) contract. Charitable
remainder trusts are required to make specific distributions. The charitable
remainder trust annual distribution requirement may be equal to a percentage of
the donated amount or a percentage of the current value of the donated amount.
If your Protected Capital Strategies(SM) contract is the only source for such
distributions, you may need to take withdrawals from Segments before their
Segment Maturity Dates. See the discussion of the Protected Investment Option
later in this section.

HOW YOU CAN MAKE YOUR CONTRIBUTIONS

Except as noted below, contributions must be by check drawn on a U.S. bank, in
U.S. dollars, and made payable to AXA Equitable. We may also apply
contributions made for NQ contracts, pursuant to an intended Section 1035
tax-free exchange or for IRA contracts, pursuant to a direct transfer. For an
IRA contract (traditional or Roth) your initial contribution must be a direct
transfer or rollover contribution from another IRA contract (traditional or
Roth, as the case may be) or a rollover from an eligible retirement plan or
"designated Roth contribution account". We do not accept starter checks or
travelers' checks. All checks are subject to our ability to collect the funds.
We reserve the right to reject a payment if it is received in an unacceptable
form or not in accordance with our administrative procedures.

For your convenience, we will accept initial and subsequent contributions by
wire transmittal from certain broker-dealers who have agreements with us for
this purpose, including circumstances under which such contributions are
considered received by us when your order is taken by such broker-dealers.
These methods of payment are discussed in detail in "More information" later in
this Prospectus.

--------------------------------------------------------------------------------
The "contract date" is the effective date of a contract. This usually is the
business day we receive the properly completed and signed application, along
with any other required documents, and your initial contribution. Your contract
date will be shown in your contract. The 12 month period beginning on your
contract date and each 12 month period after that date is a "contract year."
The end of each 12 month period is your "contract date anniversary." For
example, if your contract date is May 1, your contract date anniversary is
April 30.
--------------------------------------------------------------------------------

If your contract is sold by a financial professional of AXA Advisors, AXA
Advisors will direct us to hold your initial contribution, whether received via
check or wire, in a non-interest bearing "Special Bank Account for the
Exclusive Benefit of Customers" while AXA Advisors ensures your application is
complete and that suitability standards are met. AXA Advisors will either
complete this process or instruct us to return your contribution to you within
the time requirements set by applicable rules of the Financial Industry
Regulatory Authority ("FINRA"). Upon timely and successful completion of this
review, AXA Advisors will instruct us to transfer your contribution into our
non-interest bearing suspense account and transmit your application to us, so
that we can consider your application for processing.

If your application is in good order when we receive it from AXA Advisors for
application processing purposes, your contribution will be applied within two
business days. If any information we require to issue your contract is missing
or unclear, we will hold your contribution while we try to obtain this
information. If we are unable to obtain all of the information we require
within five business days after we receive an incomplete application or form,
we will inform the financial professional submitting the application on your
behalf. We will then return the contribution to you, unless you or your
financial professional acting on your behalf, specifically direct us to keep
your contribution until we receive the required information. The contribution
will be applied as of the date we receive the missing information.

If your financial professional is with a selling broker-dealer other than AXA
Advisors, your initial contribution must generally be accompanied by a
completed application and any other form we need to process the payments. If
any information is missing or unclear, we will hold the contribution, whether
received via check or wire, in a non-interest bearing suspense account while we
try to obtain this information. If we are unable to obtain all of the
information we require within five business days after we receive an incomplete
application or form, we will inform the financial professional submitting the
application on

18 CONTRACT FEATURES AND BENEFITS

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your behalf. We will then return the contribution to you unless you or your
financial professional on your behalf, specifically direct us to keep your
contribution until we receive the required information. The contribution will
be applied as of the date we receive the missing information.

--------------------------------------------------------------------------------
Our "business day" is generally any day the New York Stock Exchange is open for
regular trading and generally ends at 4:00 p.m. Eastern Time (or as of an
earlier close of regular trading). A business day does not include a day on
which we are not open due to emergency conditions determined by the Securities
and Exchange Commission. We may also close early due to such emergency
conditions. For more information about our business day and our pricing of
transactions, please see "Dates and prices at which contract events occur in
"More Information" later in this Prospectus."
--------------------------------------------------------------------------------

ALLOCATING YOUR CONTRIBUTIONS

You may allocate your contributions to one or more of the investment options.
The total number of Segments and Segment Type Holding Accounts that may be
active in your contract at any time is 70. If a transfer from a Segment Type
Holding Account into a Segment will cause a contract to exceed this limit, such
transfers will be defaulted to the EQ/Money Market variable investment option.
If there are multiple Segments scheduled to be established on a Segment Start
Date, new Segments will be established in the order of those that would have
the largest initial Segment Investment first until the limit of 70 is reached.
Any remaining amount that is not transferred into a Segment will then be
defaulted to the EQ/Money Market variable investment option. Allocations must
be in whole percentages and you may change your allocation percentages at any
time. However, the total of your allocations must equal 100%. Once your
contributions are allocated to the investment options they become part of your
account value. We discuss account value in "Determining your contract's value"
later in this Prospectus.

The contract is between you and AXA Equitable. The contract is not an
investment advisory account, and AXA Equitable is not providing any investment
advice or managing the allocations under your contract. In the absence of a
specific written arrangement to the contrary, you, as the owner of the
contract, have the sole authority to make investment allocations and other
decisions under the contract. Your 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 contract.
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, particularly with regard to any fee-
based arrangement you may have in connection with your Series ADV contract.

WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT?

Your investment options are the variable investment options and the Segments
comprising the Protected Investment Option. The term variable investment
options includes the Segment Type Holding Accounts unless otherwise noted. The
Segment Type Holding Accounts are part of the EQ/Money Market variable
investment option. The Protected Investment Option and the Segment Type Holding
Accounts are discussed later in this section under "Protected Investment
Option."

VARIABLE INVESTMENT OPTIONS

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

CONTRACT FEATURES AND BENEFITS 19

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PORTFOLIOS OF THE TRUST

AXA Equitable serves as the investment manager of the portfolios of EQ Advisors
Trust (the "Trust"). AXA Equitable has entered into sub-advisory agreements with
investment advisers (the "sub-advisers") to carry out the day-to-day investment
decisions for the portfolios. As such, AXA Equitable oversees the activities of
the sub-advisers with respect to the Trust and is responsible for retaining or
discontinuing the services of those sub-advisers. The chart below indicates the
objective and the sub-adviser for each portfolio.

------------------------------------------------------------------------------------------------------------------------------------
EQ ADVISORS TRUST
(CLASS IB SHARES)
PORTFOLIO NAME OBJECTIVE SUB-ADVISER
------------------------------------------------------------------------------------------------------------------------------------

EQ/CORE BOND INDEX Seeks to achieve a total return before expenses that o SSgA Funds Management, Inc.
approximates the total return performance of the Barclays
Capital U.S. Aggregate Bond Index, including reinvest-
ment of dividends, at a risk level consistent with that of
the Barclays Capital U.S. Aggregate Bond Index.
------------------------------------------------------------------------------------------------------------------------------------
EQ/EQUITY 500 INDEX Seeks to achieve a total return before expenses that o AllianceBernstein L.P.
approximates the total return performance of the S&P
500 Index, including reinvestment of dividends, at a risk
level consistent with that of the S&P 500 Index.
------------------------------------------------------------------------------------------------------------------------------------
EQ/MONEY MARKET Seeks to obtain a high level of current income, preserve o The Dreyfus Corporation
its assets and maintain liquidity.
------------------------------------------------------------------------------------------------------------------------------------

YOU SHOULD CONSIDER THE INVESTMENT OBJECTIVES, RISKS AND CHARGES AND EXPENSES
OF THE PORTFOLIOS CAREFULLY BEFORE INVESTING. THE PROSPECTUSES FOR THE TRUST
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 1-800-789-7771.

20 CONTRACT FEATURES AND BENEFITS

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PROTECTED INVESTMENT OPTION

The Protected Investment Option consists of 15 Segment Types, each of which
provides a rate of return tied to the performance of a specified Securities or
Commodities Index. Each month, you have the opportunity to invest in any of the
Segment Types described below, subject to the requirements, limitations and
procedures disclosed in this section. You participate in the performance of an
Index by investing in the corresponding Segment. Investments in Segments are
not investments in underlying mutual funds; Segments are not "index funds."

SEGMENT TYPES

We currently offer a total of 15 Segment Types. We intend to offer each Segment
Type each month, with a Segment Start Date which is generally the 15th of the
month. We are not obligated to offer any one particular Segment Type. Each
investment in a Segment Type that starts on a particular Segment Start Date is
a Segment. A Segment Type refers to Segments that have the same Index, Segment
Duration, and Segment Buffer. Each Segment Type has a corresponding Segment
Type Holding Account. We currently offer 15 Segment Types. Please refer to the
"Definitions of key terms" section earlier in this Prospectus for a discussion
of these terms.

The following chart lists the current Segment Types:

--------------------------------------------------------------------------------
INDEX SEGMENT DURATION SEGMENT BUFFER
--------------------------------------------------------------------------------

S&P 500 Price Return 5 year -10%; -20%; -30%
Index

S&P 500 Price Return 3 year -10%; -20%
Index

S&P 500 Price Return 1 year -10%
Index

Russell 2000 Price 5 year -10%; -20%; -30%
Return Index

Russell 2000 Price 3 year -10%; -20%
Return Index

Russell 2000 Price 1 year -10%
Return Index

MSCI EAFE Price Return 1 year -10%
Index

Gold Index* 1 year -10%

Oil Index* 1 year -10%
--------------------------------------------------------------------------------

* Available in IRA contracts only.

THE HIGHEST LEVEL OF PROTECTION IS THE -30% SEGMENT BUFFER AND LOWEST LEVEL OF
PROTECTION IS THE -10% SEGMENT BUFFER.

The Indices are described in more detail below, under the heading "Indices."

Each Segment has a Performance Cap Rate that we set on the Segment Start Date.
See "Performance Cap Rate" below. For example, a Segment could be S&P 500 Price
Return Index/3 year/-20%/ September 2013/30% Performance Cap Rate. This means
that you will participate in the performance of the S&P 500 Price Return Index
for three years starting from the September 2010 Segment Start Date. If the
Index performs positively during this period, your rate of return could be as
much as 30% for that Segment Duration. If the Index performs negatively during
this period, you will be protected from the first 20% of the Index's decline.
Please note, Segment Types with greater protection tend to have lower
Performance Cap Rates than other Segment Types that use the same Index and
duration but provide less protection.

BOTH THE PERFORMANCE CAP RATE AND THE SEGMENT BUFFER ARE RATES OF RETURN FROM
THE SEGMENT START DATE TO THE SEGMENT MATURITY DATE, NOT ANNUAL RATES OF
RETURN, EVEN IF THE SEGMENT DURATION IS LONGER THAN ONE YEAR. THEREFORE YOUR
PERFORMANCE CAP THRESHOLD IS ALSO NOT AN ANNUAL RATE, AS IT CORRESPONDS TO THE
SEGMENT DURATION. The performance of the Index, the Performance Cap Rate and
the Segment Buffer are all measured from the Segment Start Date to the Segment
Maturity Date, and the Performance Cap Rate and Segment Buffer apply if you
hold the Segment until the Segment Maturity Date. If you surrender or cancel
your contract, die or make a withdrawal from a Segment before the Segment
Maturity Date, the Segment Buffer will not necessarily apply to the extent it
would on the Segment Maturity Date, and any upside performance will be limited
to a percentage lower than the Performance Cap Rate. Please see "Your
contract's value in the Protected Investment Option" in "Determining your
contract's value" later in this Prospectus. A partial withdrawal from a Segment
does not affect the Performance Cap Rate and Segment Buffer that apply to any
remaining amounts that are held in the Segment through the Segment Maturity
Date.

We reserve the right to offer any or all Segment Types less frequently than
monthly or to stop offering any or all of them or to suspend offering any or
all of them temporarily. Please see "Suspension, termination and changes to
Segment Types" later in this section. All Segment Types may not be available in
all states. We may also add Segment Types in the future.

The total number of Segments and Segment Type Holding Accounts that may be
active in your contract at any time is 70.

INDICES

The performance of a Segment of each Segment Type is based on the performance
of an Index. We offer Segment Types based on two types of reference prices:
reference prices based on the performance of securities ("Securities Indices")
and reference prices based on the performance of commodities ("Commodities
Indices").

SECURITIES INDICES. The following Securities Indices are currently available:

S&P 500 Price Return Index. The S&P 500 Price Return Index was established by
Standard & Poor's. The S&P 500 Price Return Index includes 500 leading
companies in leading industries of the U.S. economy, capturing 75% coverage of
U.S. equities. The S&P 500 Price Return Index does not include dividends
declared by any of the companies included in this Index.

CONTRACT FEATURES AND BENEFITS 21

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Russell 2000 Price Return Index. The Russell 2000 Price Return Index was
established by Russell Investments. The Russell 2000 Price Return Index
measures the performance of the small-cap segment of the U.S. equity universe.
The Russell 2000 Price Return Index is a subset of the Russell 3000(R) Index
representing approximately 8% of the total market capitalization of that index.
It includes approximately 2,000 of the smallest securities based on a
combination of their market cap and current index membership. The Russell 2000
Price Return Index does not include dividends declared by any of the companies
included in this Index.

MSCI EAFE Price Return Index. The MSCI EAFE Price Return Index was established
by MSCI Barra. The MSCI EAFE Price Return Index is a free float-adjusted market
capitalization index that is designed to measure the equity market performance
of developed markets, excluding the US & Canada. As of May 27, 2010 the MSCI
EAFE Index consisted of the following 22 developed market country indices:
Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong
Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway,
Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. The
MSCI EAFE Price Return Index does not include dividends declared by any of the
companies included in this Index.

COMMODITIES INDICES (available in IRA contracts only). The following
Commodities Indices are currently available:

Gold Index. The reference price for the Gold Index is the "London Gold Market
Fixing Ltd PM Fix Price /USD" as published by the London Gold/ Market Fixing
LTD at 3 p.m. London Time.

Oil Index. The reference price for the Oil Index is the "NYMEX West Texas
Intermediate Crude Oil Generic Front-Month Futures" contract price. We use the
closing price on the NYMEX designated market of the New York Mercantile
Exchange.

Please see Appendix III later in this Prospectus for important information
regarding the publishers of the Indices.

SEGMENT TYPE HOLDING ACCOUNTS

Any contribution or transfer designated for a Segment Type will be allocated to
the corresponding Segment Type Holding Account until the Segment Start Date.
The Segment Type Holding Accounts are part of the EQ/Money Market variable
investment option. The Segment Type Holding Accounts have the same rate of
return as the EQ/Money Market variable investment option. You must transfer or
contribute to the Segment Type Holding Account for the corresponding Segment
Type if you want to invest in a Segment; you cannot transfer or contribute
directly to a Segment.

You can transfer amounts from a Segment Type Holding Account into any of the
variable investment options, or another Segment Type Holding Account at any
time up to the close of business on the last business day before the Segment
Start Date.

SEGMENT START DATE

Each Segment will have a Segment Start Date, generally the 15th of the month.
However, the Segment Start Date may sometimes be a later date under certain
circumstances. Please see "Setting the Segment Maturity Date and Segment Start
Date" below.

PERFORMANCE CAP RATE

The Performance Cap Rate is the maximum Segment Rate of Return that each
Segment will be credited with on the Segment Maturity Date. We will declare a
Performance Cap Rate for each Segment on the Segment Start Date.

Please note that this means that you will not know the Performance Cap Rate for
a new Segment until after your account value has been transferred from the
corresponding Segment Type Holding Account into the Segment. You may not
transfer out of a Segment before the Segment Maturity Date. Please see
"Transfers" below. For this reason, we permit you to specify a Performance Cap
Threshold, which we describe below under "Segment Sweep." For more information
regarding transfer restrictions, please see "Transferring your account value"
later in this Prospectus.

PLEASE NOTE THAT THE PERFORMANCE CAP RATE IS A RATE OF RETURN FROM THE SEGMENT
START DATE TO THE SEGMENT MATURITY DATE, NOT AN ANNUAL RATE, EVEN IF THE
SEGMENT DURATION IS LONGER THAN ONE YEAR.
THE PERFORMANCE CAP RATE IS SET AT THE COMPANY'S SOLE DISCRETION.

SEGMENT SWEEP

All amounts in a Segment Type Holding Account as of the close of business on
the business day preceding the Segment Start Date, plus any earnings on those
amounts, will be transferred into the Segment on the Segment Start Date,
provided that all Segment Participation Requirements are met.

Amounts transferred into a Segment Type Holding Account on a Segment Start Date
will not be included in any new Segment created that day. These amounts will
remain in the Segment Type Holding Account until they are transferred out or
the next Segment Start Date on which the Segment Participation Requirements are
met for the amounts to be transferred into a new Segment.

If you change your Performance Cap Threshold on a Segment Start Date, that
Performance Cap Threshold will not affect the Segment Participation
Requirements for any Segment created that day. For example if you have a
Performance Cap Threshold on file of 12%, but change it to 15% on a Segment
Start Date, any amounts in that Segment Type Holding Account will be
transferred into a new Segment of that Segment Type that we create that day
with a Participation Cap Rate of 13%, if the other Segment Participation
Requirements are met.

The following Segment Participation Requirements must be met on a Segment Start
Date in order for any amount designated for a Segment Type to be transferred
from a Segment Type Holding Account into the designated new Segment: (1)
Segment is available; (2) Segment Maturity Date Requirement is met; and (3)
Performance Cap Threshold is met. If these requirements are met, your account
value in the Segment Type Holding Account will be transferred into a new
Segment. This amount is your initial Segment Investment.

SEGMENT IS AVAILABLE. We may suspend or terminate any Segment Type, at our sole
discretion, at any time. If we terminate a Segment Type, no new Segments of
that Segment Type will be created, and the amount that would have been
transferred to the Segment will be

22 CONTRACT FEATURES AND BENEFITS

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transferred to the EQ/Money Market variable investment option instead. If we
suspend a Segment Type, no new Segments of that Segment Type will be created
until the suspension ends, and the amount that would have been transferred to
the Segment will remain in the Segment Type Holding Account.

SEGMENT MATURITY DATE REQUIREMENT IS MET. The Segment Maturity Date must occur
on or before the contract maturity date. If the Segment Maturity Date is after
the contract maturity date, your account value in the Segment Type Holding
Account will be transferred to the EQ/Money Market variable investment option.

PERFORMANCE CAP THRESHOLD IS MET. When you allocate a contribution or transfer
to a Segment Type, you may specify a Performance Cap Threshold in a whole
percentage rate. Your value in the Segment Type Holding Account will not be
transferred into the corresponding Segment unless the Performance Cap Rate we
declare on the Segment Start Date is equal to or higher than your Performance
Cap Threshold, and the other Segment Participation Requirements are met.

For example, you may specify a Performance Cap Threshold of 10%. If we set a
Performance Cap Rate of 10% or higher for the next available Segment of that
Segment Type, then we will transfer the applicable account value to the new
Segment, provided all other requirements and conditions are met. However, if we
set the Performance Cap Rate at 9.9% for that Segment, the applicable account
value would not be transferred to the new Segment.

If you have allocated amounts to multiple Segment Types in a particular month,
you may specify a different Performance Cap Threshold for each Segment Type.

If you specify a Performance Cap Threshold, it will remain in effect until the
later of 90 days after we receive your election and the date amounts in the
Segment Type Holding Account are transferred into a Segment. If you specify a
Performance Cap Threshold on the required form in connection with your
application, the 90 days will be measured from your contract date.

If you do not specify a Performance Cap Threshold, then we will transfer your
account value from the Segment Type Holding Account into a Segment, regardless
of how low the Performance Cap Rate may be if the other Segment Participation
Requirements are met.

Once your account value has been swept from a Segment Type Holding Account into
a Segment, transfers into or out of that Segment before its Segment Maturity
Date are not permitted.

We permit you, but do not require you, to specify a Performance Cap Threshold
so that you have additional flexibility in managing your contract. The
Performance Cap Threshold is an option for owners who want to invest in a
particular Segment Type only if we set a Performance Cap Rate at a certain
level or higher. We do not require that you select a Performance Cap Threshold
because some owners may wish to invest in a Segment no matter the particular
Performance Cap Rate. You may wish to discuss with your financial professional
whether to specify a Performance Cap Threshold and, if so, at what percentage.

SEGMENT MATURITY DATE

Your Segment Maturity Date is generally the 14th day of the same month as the
Segment Start Date in the calendar year in which the Segment Duration ends.
However, the Segment Maturity Date in a particular month may be a later date
under certain circumstances. Please see "Setting the Segment Maturity Date and
Segment Start Date" below.

You may tell us how to allocate the Segment Maturity Value among the investment
options. You may tell us either to follow your allocation instructions on file
for new contributions, to withdraw all or part of your Segment Maturity Value,
or to transfer your Segment Maturity Value to the next available Segment of the
same Segment Type, provided the Segment Participation Requirements are met.

As stated above, you may elect to have maturing Segments invested according to
your allocations on file, and those instructions may include allocations to a
Segment Type, or you may elect to transfer your Segment Maturity Value to the
next available Segment of the same Segment Type in which you are currently
invested. If you take either of these steps, then the designated portion of
your Segment Maturity Value will be transferred to the corresponding Segment
Type Holding Account, as of the close of business on the Segment Maturity Date.
Assuming that all Segment Participation Requirements are met, the designated
amounts will be treated like any other amounts in a Segment Type Holding
Account. On the next Segment Start Date, the designated amounts in the Segment
Type Holding Account will be transferred into the corresponding Segment.
Typically, this means the designated amounts would be held in a Segment Type
Holding Account for one business day.

If you have not provided us with maturity instructions, the Segment Maturity
Value will be transferred to the Segment Type Holding Account for the same
Segment Type as the maturing Segment. If the next Segment to be created in the
Segment Type would not meet the Segment Maturity Date Requirement or that
Segment Type has been terminated, we will instead transfer your Segment
Maturity Value to the EQ/Money Market variable investment option. If you
designate a Performance Cap Threshold that is not met on the next Segment Start
Date or if the Segment Type has been suspended, your Segment Maturity Value
will remain in the Segment Type Holding Account. You may transfer your Segment
Maturity Value into another Segment Type Holding Account or any other variable
investment option at any time before the next Segment Start Date.

SEGMENT MATURITY VALUE

On the Segment Maturity Date, we calculate your Segment Maturity Value using
your Segment Investment and the Segment Rate of Return. The Segment Rate of
Return is equal to the Index Performance Rate, subject to the Performance Cap
Rate and Segment Buffer, as follows:

--------------------------------------------------------------------------------
YOUR SEGMENT RATE OF RETURN
IF THE INDEX PERFORMANCE RATE: WILL BE:
--------------------------------------------------------------------------------

goes up by more than the positive, equal to the
Performance Cap Rate Performance Cap Rate

goes up by less than the positive, equal to the Index
Performance Cap Rate Performance Rate
--------------------------------------------------------------------------------

CONTRACT FEATURES AND BENEFITS 23

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stays flat or goes down by a equal to 0%
percentage equal to or less than
the Segment Buffer

goes down by a percentage negative, to the extent of the
greater than the Segment Buffer percentage exceeding the Segment Buffer
--------------------------------------------------------------------------------

Your Segment Maturity Value is calculated as follows:

We multiply your Segment Investment by your Segment Rate of Return to get your
Segment Return Amount. Your Segment Maturity Value is equal to your Segment
Investment plus your Segment Return Amount. Your Segment Return Amount may be
negative, in which case your Segment Maturity Value will be less than your
Segment Investment. All of these values are based on the value of the relevant
Index on the Segment Start Date and the Segment Maturity Date. Any fluctuations
in the value of the Index between those dates is ignored in calculating the
Segment Maturity Value.

For example, assume that you invest $1,000 in an S&P 500 Index, 3-year Segment
with a -20% Segment Buffer, we set the Performance Cap Rate for that Segment at
17%, and you make no withdrawal from the Segment. If the S&P 500 Index is 20%
higher on the Segment Maturity Date than on the Segment Start Date, you will
receive a 17% Segment Rate of Return, and your Segment Maturity Value would be
$1,170. We reach that amount as follows:

o The Index Performance Rate (20%) is greater than the Performance Cap Rate
(17%), so the Segment Rate of Return (17%) is equal to the Performance Cap
Rate.

o The Segment Return Amount ($170) is equal to the product of the Segment
Investment ($1,000) multiplied by the Segment Rate of Return (17%).

o The Segment Maturity Value ($1,170) is equal to the Segment Investment
($1,000) plus the Segment Return Amount ($170).

If the S&P Index is only 15% higher on the Segment Maturity Date than on the
Segment Start Date, then you will receive a 15% Segment Rate of Return, and
your Segment Maturity Value would be $1,150. We reach that amount as follows:

o The Index Performance Rate (15%) is less than the Performance Cap Rate (17%),
so the Segment Rate of Return (15%) is equal to the Index Performance Rate.

o The Segment Return Amount ($150) is equal to the product of the Segment
Investment ($1,000) multiplied by the Segment Rate of Return (15%).

o The Segment Maturity Value ($1,150) is equal to the Segment Investment
($1,000) plus the Segment Return Amount ($150).

If the S&P Index is -10% lower on the Segment Maturity Date than on the Segment
Start Date, then you will receive a 0% Segment Rate of Return, and your Segment
Maturity Value would be $1,000. We reach that amount as follows:

o The Index Performance Rate is -10% and the Segment Buffer absorbs the first
-20% of negative performance, so the Segment Rate of Return is 0%.

o The Segment Return Amount ($0) is equal to the product of the Segment
Investment ($1,000) multiplied by the Segment Rate of Return (0%).

o The Segment Maturity Value ($1,000) is equal to the Segment Investment
($1,000) plus the Segment Return Amount ($0).

If the S&P Index is -30% lower on the Segment Maturity Date than on the Segment
Start Date, then you will receive a -10% Segment Rate of Return, and your
Segment Maturity Value would be $900. We reach that amount as follows:

o The Index Performance Rate is -30% and the Segment Buffer absorbs the first
-20% of negative performance, so the Segment Rate of Return is -10%.

o The Segment Return Amount (-$100) is equal to the product of the Segment
Investment ($1,000) multiplied by the Segment Rate of Return (-10%).

o The Segment Maturity Value ($900) is equal to the Segment Investment ($1,000)
plus the Segment Return Amount (-$100).

SETTING THE SEGMENT MATURITY DATE AND SEGMENT START DATE

There will be a Segment Maturity Date and Segment Start Date each month that
the contract is outstanding. The Segment Maturity Date for Segments maturing in
a given month and the Segment Start Date for new Segments starting in that same
month will always be scheduled to occur on the first two consecutive business
days that are also Segment Business Days occurring after the 13th of a month.
There will be no Segment Maturity Dates until we have been offering this
contract to the public for at least one year, so until , 2011 the Segment
Start Date will be the first Segment Business Day after the 14th of the month.

Please see Appendix IV later in this prospectus for a demonstration of the
effects weekends and holidays can have on the Segment Maturity Date and the
Segment Start Date.

EFFECT OF UNSCHEDULED CLOSE DATE. The Segment Maturity Date and Segment Start
Date may also be delayed as the result of an Unscheduled Close Date.
Unscheduled Close Dates can have different effects if they occur on the
scheduled Segment Maturity Date for a month than if they occur on the scheduled
Segment Start Date. There are no Unscheduled Close Dates for Segments of
Segment Types based on the S&P 500 Price Return Index or the Russell 2000 Price
Return Index because any day on which the New York Stock Exchange does not open
for regular trading is not a Segment Business Day.

Unscheduled Close Date on Segment Maturity Date. Segments of different Segment
Types that have the same scheduled Segment Maturity Date may mature on
different dates if the scheduled Segment Maturity Date is an Unscheduled Close
Date for the Index underlying one Segment Type but not for the Index underlying
another Segment Type. For example, if Monday the 14th is the scheduled Segment
Maturity Date in a given month, but the NYMEX designated market of the New York
Mercantile Exchange may be closed on the 14th, which would mean that there
would be no reference price that day for the Oil Index. On the other hand, the
New York Stock Exchange may be open on the 14th, which would allow the S&P 500
Price Return Index and Russell 2000 Price Return Index to be published. In this
case, the Segment Maturity Date for any Segments based on the S&P

24 CONTRACT FEATURES AND BENEFITS

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500 Price Return Index or Russell 2000 Price Return Index would remain Monday
the 14th. However, any Segment based on the Oil Index that was scheduled to
mature on the 14th of that month could not mature, because we would not have a
reference price with which to calculate the Segment Maturity Value.

If a Segment Maturity Date is delayed for one business day for one or more
Segments maturing in a given month due to an Unscheduled Close Date, but not
all Segments, we will use reasonable efforts to honor your maturity
instructions, including instructions to transfer your Segment Maturity Value to
new Segments created on the Segment Start Date in that month. If we are able to
do this, the Segment Start Date for all Segments created that month will be the
same day as the Segment Maturity Date for the Segments that were affected by
the Unscheduled Close Date, which would be one business day after the Segment
Maturity Date for the unaffected Segments. In the example in the prior
paragraph, this would mean the Segment Maturity Date for Segments that utilize
the S&P 500 Price Return Index or Russell 2000 Price Return Index would be
Monday the 14th, and the Segment Maturity Date for Segments that utilize the
Oil Index would be Tuesday the 15th. However, the Segment Start Date for all
new Segments created that month (including both those that utilize the S&P 500
Price Return Index or Russell 2000 Price Return Index and those that utilize
the Oil Index) would be Tuesday the 15th.

If the Segment Maturity Date for a Segment is delayed by more than one
Unscheduled Close Dates, so that the Segment Maturity Date is after the
scheduled Segment Start Date for that month, we may create new Segments of
Segment Types that utilize unaffected Indices on the scheduled Segment Start
Date. If your instructions include an allocation from a Segment whose Segment
Maturity Date has been delayed to a new Segment whose underlying Index is
unaffected, we will not be able to transfer that portion of your Segment
Maturity Value from the affected Segment to the unaffected Segment. Similarly,
we would not be able to transfer amounts from unaffected Segments to affected
Segments. We will use reasonable efforts to allocate your Segment Maturity
Value in accordance with your instructions, which may include holding amounts
in Segment Type Holding Accounts until the next Segment Start Date.

If the conditions that cause an Unscheduled Close Date persist, we will use
reasonable efforts to calculate the Segment Maturity Value of any affected
Segments.

If the New York Stock Exchange does not open for regular trading on any day,
then that day is not a business day or a Segment Business Day under the
contract. No Segments can start or mature on a day that is not a Segment
Business Day. Therefore, if the New York Stock Exchange does not open on a day
that is scheduled to be a Segment Maturity Date, then the Segment Maturity Date
and Segment Start Date will be delayed for all Segments that month.

Unscheduled Close Date on Segment Start Date. Even if the Segment Maturity Date
occurs as scheduled in a given month, an Unscheduled Close Date may occur on
the scheduled Segment Start Date for that month. If an Unscheduled Close Date
occurs on the scheduled Segment Start Date, then we may create Segments on the
originally scheduled Segment Start Date for Segments of Segment Types that
utilize unaffected Indices. We would not create Segments of the Segment Types
that utilize an affected Index in that month. Therefore Segment Maturity Values
designated for Segment Types that utilize an affected Index would not be
allocated to Segments that month and, subject to alternative instructions from
the owner, would remain in the corresponding Segment Type Holding Account.

However, if the New York Stock Exchange does not open on a day that is
scheduled to be a Segment Start Date, then the Segment Start Date will be
delayed for all Segments that month.

SUSPENSION, TERMINATION AND CHANGES TO SEGMENT TYPES AND INDICES

We may decide at any time until the close of business on each Segment Start
Date whether to offer any or all of the Segment Types described in this
Prospectus on a Segment Start Date for a particular Segment. We may suspend a
Segment Type for a month or a period of several months, or we may terminate a
Segment Type entirely.

If a Segment Type is suspended, your account value will remain in the Segment
Type Holding Account until a Segment of that Segment Type is offered or you
transfer out of the Segment Type Holding Account.

If a Segment Type is terminated, your account value in the corresponding
Segment Type Holding Account will be defaulted into the EQ/Money Market
variable investment option on the date that would have been the Segment Start
Date.

We have the right to substitute an alternative index if the publication of one
or more Indices is discontinued or at our sole discretion we determine that our
use of such Indices should be discontinued or if the calculation of one or more
of the Indices is substantially changed. In addition, we reserve the right to
use any or all reasonable methods to end any outstanding Segments that use such
Indices. We also have the right to add additional Indices under the contract at
any time. We would provide notice about the use of additional or alternative
Indices, as soon as practicable, in a supplement to this Prospectus. An
alternative index would not change the Segment Buffer or Performance Cap Rate
for an existing Segment. We would attempt to choose a substitute index that has
a similar investment objective and risk profile to the replaced index.

We reserve the right to offer any or all Segment Types less frequently than
monthly or to stop offering any or all of them or to suspend offering any or
all of them temporarily.

YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS

If for any reason you are not satisfied with your contract, you may exercise
your cancellation right under the contract to receive a refund. To exercise
this cancellation right, you must notify us with a signed letter of instruction
electing this right, to our processing office within 10 days after you receive
your contract. If state law requires, this "free look" period may be longer.
Other state variations may apply. Please contact your financial professional
and/or see Appendix I to find out what applies in your state.

Generally, your refund will equal your account value under the contract on the
day we receive written notification of your decision to cancel

CONTRACT FEATURES AND BENEFITS 25

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the contract and will reflect any investment gain or loss in the investment
options (less the daily charges we deduct) through the date we receive your
contract. Some states, however, require that we refund the full amount of your
contribution (not reflecting investment gain or loss). For any IRA contract
returned to us within seven days after you receive it, we are required to
refund the full amount of your contribution.

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

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

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

Please see "Tax information" later in this Prospectus for possible consequences
of cancelling your contract.

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

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

CONTRACT CANCELLATION PROVISION FOR LACK OF SEGMENT

In addition to your right to cancel within a certain number of days, as
described in the previous section, you may also cancel your contract under
certain other conditions.

If you allocate all or a portion of your initial investment to Segment Type
Holding Accounts on your application, and no Segments are created in any of the
corresponding Segment Types on the first Segment Start Date following your
contract's issue date, you may cancel your contract, without paying any
withdrawal charges. You may exercise this right by mailing the contract, with a
signed letter of instruction electing this right, to our processing office by
the first day of the month following the first Segment Start Date after your
contract date. If you transfer any amounts into or out of any Segment Type
Holding Accounts prior to the first Segment Start Date under your contract, you
will give up this right.

If your state's law requires that we refund the full amount of your
contribution upon cancellation, and you are within the time period specified by
your state's law to exercise your right to cancel, then you will receive the
full amount of your contribution. If that time has expired before we receive
your contract, or if your state's law does not require that we return the full
amount of your contribution, we will refund your account value, as described in
the previous section.

PARTIAL WITHDRAWAL PROVISION FOR LACK OF SEGMENT

It may happen that when you designate your entire initial investment to more
than one Segment Type Holding Account, or to one or more variable investment
options and one or more Segment Type Holding Accounts on your application, no
Segments are created in some or all of the corresponding Segment Types on the
first Segment Start Date following your contract date because we have
terminated or suspended those Segment Types. If that happens, you may request
that we return the amount of your initial contribution to the Segment Type
Holding Accounts from which no Segment was created, without paying any
withdrawal charges. This amount will not be greater than your account value in
the corresponding Segment Type Holding Accounts on the date your request is
received at our processing office. If the account value in the Segment Type
Holding Account has been transferred to the EQ/Money Market variable investment
option because the Segment Type has been terminated, then the amount we return
may not be greater than the amount transferred from the Segment Type Holding
Account to the EQ/Money Market variable investment option. You will have until
the first day of the month following the first Segment Start Date to exercise
this right. Exercising this right will not cancel the rest of your contract.

You may also exercise this right if you make (i) a subsequent contribution,
(ii) a contribution or transfer pursuant to an intended Section 1035 tax-free
exchange, or (iii) a IRA direct transfer, after your contract's issue date. In
these cases, we will measure your ability to exercise this right using the
Segment Start Date after we receive funds at our processing office, rather than
your contract date.

We reserve the right to change or cancel this provision at any time.

26 CONTRACT FEATURES AND BENEFITS

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4. Determining your contract's value

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

YOUR ACCOUNT VALUE AND CASH VALUE

Your "account value" is the total of: (i) the values you have in the variable
investment options, (ii) the values you have in the Segment Type Holding
Accounts and (iii) your Segment Interim Values.

Your Series B contract also has a "cash value." At any time before annuity
payments begin, your contract's cash value is equal to the account value less
any applicable withdrawal charges. Please see "Surrender of your contract to
receive its cash value" in "Accessing your money" later in this Prospectus.

For Series ADV contracts, at any time before annuity payments begin, your
contract's cash value is equal to its account value.

If you have a Series ADV contract, disregard any references to "withdrawal
charges" or "free withdrawal amount" in this section; these terms only apply to
Series B contracts, not Series ADV contracts.

YOUR CONTRACT'S VALUE IN THE VARIABLE INVESTMENT OPTIONS AND SEGMENT TYPE
HOLDING ACCOUNTS

Each variable investment option and Segment Type Holding Account invests in
shares of a corresponding portfolio. Your value in each variable investment
option and Segment Type Holding Account is measured by "units." The value of
your units will increase or decrease as though you had invested it in the
corresponding portfolio's shares directly. Your value, however, will be reduced
by the amount of the fees and charges that we deduct under the contract.

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

The unit value for each variable investment option and Segment Type Holding
Account depends on the investment performance of that option minus daily
charges for the Contract fee. Each Segment Type Holding Account is part of the
EQ/Money Market variable investment option. On any day, your value in any
variable investment option or Segment Type Holding Account equals the number of
units credited to that option, adjusted for any units purchased for or deducted
from your contract under that option, multiplied by that day's value for one
unit. The number of your contract units in any variable investment option or
Segment Type Holding Account does not change unless it is:

(i) increased to reflect additional contributions;

(ii) decreased to reflect a withdrawal (including applicable withdrawal
charges); or

(iii) increased to reflect a transfer into, or decreased to reflect a transfer
out of a variable investment option and Segment Type Holding Account.

A description of how unit values are calculated is found in the SAI.

YOUR CONTRACT'S VALUE IN THE PROTECTED INVESTMENT OPTIONS

Your value in each Segment on the Segment Maturity Date is calculated as
described under "Segment Rate of Return" in "Contract Features and Benefits"
earlier in this Prospectus.

In setting the Performance Cap Rate that we use in calculating the Segment
Maturity Value, we assume that you are going to hold a Segment until the
Segment Maturity Date. However, you have the right under the contract to access
amounts in the Segments before the Segment Maturity Date under certain
circumstances. Therefore, we calculate a Segment Interim Value on each business
day between the Segment Start Date and the Segment Maturity Date. The method we
use to calculate the Segment Interim Value is different than the method we use
to calculate the value of the Segment on the Segment Maturity Date. Prior to
the Segment Maturity Date, we use the Segment Interim Value to calculate (1)
your account value; (2) the amount your beneficiary would receive as a death
benefit; (3), the amount you would receive if you make a withdrawal from a
Segment; (4) the amount you would receive if you surrender your contract; or
(5) the amount you would receive if you cancel your contract and return it to
us for a refund within your state's "free look" period (unless your state
requires that we refund the full amount of your contribution upon
cancellation).

The Segment Interim Value is calculated based on a formula that is designed to
estimate the fair value on the particular interim date of our obligation to
credit the Segment Maturity Value to your contract on the Segment Maturity
Date. Appendix II later in this Prospectus sets forth in detail the specific
calculation formula as well as numerous hypothetical examples. As explained in
more detail in Appendix II, the calculation formula includes elements designed
to compensate us for the risk that we may have to pay out account value prior
to the Segment Maturity Date as well as adjustments to Index performance
included in the Segment Maturity Value provided by the Segment Buffer (which
protects you from a drop in the relevant Index up to the designated Segment
Buffer) in return for the Performance Cap Rate (which limits your participation
in possible gains in the relevant Index in excess of the Performance Cap Rate).
The formula also provides that the Segment Interim Value is never greater than
the Segment Investment multiplied by the portion of the Performance Cap Rate
corresponding to the portion of the Segment Duration that has elapsed. This
limitation is imposed to discourage owners from withdrawing from a Segment
before the Segment Maturity Date where there may have been significant
increases in the relevant Index early in the Segment Duration. For more
information, please see Appendix II.

EVEN IF THE CORRESPONDING INDEX HAS EXPERIENCED POSITIVE INVESTMENT PERFORMANCE
SINCE THE SEGMENT START DATE, BECAUSE OF THE FACTORS WE TAKE INTO ACCOUNT IN
CALCULATING YOUR SEGMENT INTERIM VALUE, IT MAY BE LOWER THAN YOUR SEGMENT
INVESTMENT.

DETERMINING YOUR CONTRACT'S VALUE 27

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5. Transferring your money among investment options

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TRANSFERRING YOUR ACCOUNT VALUE

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

o you may not transfer out of a Segment before its Segment Maturity Date.

o you may not transfer out of a Segment Type Holding Account on a Segment Start
Date.

o a contribution or transfer into a Segment Type Holding Account on a Segment
Start Date will not be transferred into the Segment that is created on that
Segment Start Date. Your money will be transferred into a Segment on the
following month's Segment Start Date, provided you meet the Segment
Participation Requirements.

o you may not contribute or transfer money into a Segment Type Holding Account
and designate a Segment Start Date. The account value in the Segment Type
Holding Account will be transferred on the first Segment Start date on which
you meet the Segment Participation Requirements.

o you may not contribute or transfer into a Segment Type Holding Account if the
Segment Maturity Date of the Segment that will be created on the Segment Start
Date would be after the maturity date of your contract.

o you may not contribute to a Segment Type Holding Account or transfer to a
Segment Type Holding Account or a Segment if the total number of Segments and
Segment Type Holding Accounts that would be active in your contract after such
contribution or transfer would be greater than 70. If a transfer from a
Segment Type Holding Account into a Segment will cause a contract to exceed
this limit, such transfers will be defaulted to the EQ/Money Market variable
investment option. If there are multiple Segments scheduled to be established
on a Segment Start Date, new Segments will be established in the order of
those that would have the largest initial Segment Investment first until the
limit of 70 is reached. Any remaining amount that is not transferred into a
Segment will then be defaulted to the EQ/Money Market variable investment
option.

o transfers from a Segment Type Holding Account to a Segment will not occur if
you do not meet the Segment Participation Requirements. See "Segment Sweep" in
"Contract features and benefits" earlier in this Prospectus.

Upon advance notice to you, through a prospectus supplement, we may change or
establish additional restrictions on transfers among the investment options,
including limitations on the number, frequency, or dollar amount of transfers.
A transfer request does not change your allocation instructions on file. Our
current transfer restrictions are set forth in the "Disruptive transfer
activity" section below.

You may request a transfer in writing using the specified form, or by telephone
using TOPS or on line using Online Account Access. You must send in all signed
written requests directly to our processing office. Transfer requests should
specify:

(1) the contract number,

(2) the dollar amounts or percentage to be transferred, and

(3) the investment options to and from which you are transferring.

We will confirm all transfers in writing.

Please see "Allocating your contributions" in "Contract features and benefits"
for more information about your role in managing your allocations.

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

DISRUPTIVE TRANSFER ACTIVITY

You should note that the contract is not designed for professional "market
timing" organizations, or other organizations or individuals engaging in a
market timing strategy. The contract is not designed to accommodate programmed
transfers, frequent transfers or transfers that are large in relation to the
total assets of the underlying portfolio.

Frequent transfers, including market timing and other program trading or
short-term trading strategies, may be disruptive to the underlying portfolios in
which the variable investment options invest. Disruptive transfer activity may
adversely affect performance and the interests of long-term investors by
requiring a portfolio to maintain larger amounts of cash or to liquidate
portfolio holdings at a disadvantageous time or price. For example, when market
timing occurs, a portfolio may have to sell its holdings to have the cash
necessary to redeem the market timer's investment. This can happen when it is
not advantageous to sell any securities, so the portfolio's performance may be
hurt. When large dollar amounts are involved, market timing can also make it
difficult to use long-term investment strategies because a portfolio cannot
predict how much cash it will have to invest. In addition, disruptive transfers
or purchases and redemptions of portfolio investments may impede efficient
portfolio management and impose increased transaction costs, such as brokerage
costs, by requiring the portfolio manager to effect more frequent purchases and
sales of portfolio securities. Similarly, a portfolio may bear increased
administrative costs as a result of the asset level and investment volatility
that accompanies patterns of excessive or short-term trading. Portfolios that
invest a significant portion of their assets in foreign securities or the
securities of small- and mid-capitalization companies tend to be subject to the
risks associated with market timing and short-term trading strategies to a
greater extent than portfolios that do not. Securities trading in overseas
markets present time zone arbitrage opportunities when events affecting
portfolio securities values occur after the close of the overseas market but
prior to the close of the U.S. markets. Securities of small- and
mid-capitalization companies present arbitrage opportunities because the market
for such securities

28 TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS

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may be less liquid than the market for securities of larger companies, which
could result in pricing inefficiencies. Please see the prospectuses for the
underlying portfolios for more information on how portfolio shares are priced.

We currently use the procedures described below to discourage disruptive
transfer activity. You should understand, however, that these procedures are
subject to the following limitations: (1) they primarily rely on the policies
and procedures implemented by the underlying portfolios; (2) they do not
eliminate the possibility that disruptive transfer activity, including market
timing, will occur or that portfolio performance will be affected by such
activity; 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 contract owners.

We offer investment options with underlying portfolios that are part of the EQ
Advisors Trust (the "trust"). The trust has adopted policies and procedures
regarding disruptive transfer activity. The trust discourages frequent
purchases and redemptions of portfolio shares and will not make special
arrangements to accommodate such transactions. The trust aggregates 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 trust
obtains from us contract owner trading activity. The trust currently considers
transfers into and out of (or vice versa) the same variable investment option
within a five business day period as potentially disruptive transfer activity.
In most cases, the 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
trust for more information.

When a contract owner is identified as having engaged in a potentially
disruptive transfer under the contract for the first time, a letter is sent to
the contract owner explaining that there is a policy against disruptive
transfer activity and that if such activity continues certain transfer
privileges may be eliminated. If and when the contract owner is identified a
second time as engaged in potentially disruptive transfer activity under the
contract, we currently prohibit the use of voice, fax and automated transaction
services. We currently apply such action for the remaining life of each
affected contract. We or the trust may change the definition of potentially
disruptive transfer activity, the monitoring procedures and thresholds, any
notification procedures, and the procedures to restrict this activity. Any new
or revised policies and procedures will apply to all contract owners uniformly.
We do not permit exceptions to our policies restricting disruptive transfer
activity.

It is possible that the trust may impose a redemption fee designed to
discourage frequent or disruptive trading by contract owners. As of the date of
this Prospectus, the trust has not implemented such a fee. If a redemption fee
is implemented by the trust, that fee, like any other trust fee, will be borne
by the contract owner.

Contract owners should note that it is not always possible for us and the
underlying trust to identify and prevent disruptive transfer activity. In
addition, because we do not monitor for all frequent trading at the separate
account level, contract owners may engage in frequent trading which may not be
detected, for example, due to low net inflows or outflows on the particular
day(s). Therefore, no assurance can be given that we or the trust will
successfully impose restrictions on all disruptive transfers. Because there is
no guarantee that disruptive trading will be stopped, some contract owners may
be treated differently than others, resulting in the risk that some contract
owners may be able to engage in frequent transfer activity while others will
bear the effect of that frequent transfer activity. The potential effects of
frequent transfer activity are discussed above.

TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS 29

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6. Accessing your money

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WITHDRAWING YOUR ACCOUNT VALUE

You have two ways to withdraw your account value before annuity payments begin.
The table below shows the methods available under each type of contract. More
information follows the table. For the tax consequences of taking withdrawals,
see "Tax information" later in this Prospectus.

--------------------------------------------------------------------------------
METHOD OF WITHDRAWAL
--------------------------------------------------------------------------------
LIFETIME
REQUIRED
MINIMUM
CONTRACT PARTIAL DISTRIBUTION
--------------------------------------------------------------------------------

NQ Yes No
--------------------------------------------------------------------------------
traditional IRA Yes Yes
--------------------------------------------------------------------------------
Roth IRA Yes No
--------------------------------------------------------------------------------

We impose no withdrawal charge for withdrawals from Series ADV contracts.
However, withdrawals, including withdrawals made to pay all or part of any fee
that may be associated with the fee-based program, may be subject to income tax
and, unless the taxpayer is under 59-1/2 or another exception applies, an
additional 10% federal income tax penalty, as described in "Tax information"
later in this Prospectus. In addition, the fee-based program sponsor may apply
a charge if you decide to no longer participate in the program. You should
consult with your program sponsor for more details about your particular fee-
based arrangement.

PARTIAL WITHDRAWALS
(All contracts)

You may take partial withdrawals from your account value at any time before
annuity payments begin. The minimum amount you may withdraw at any time is
$300. If you request a withdrawal that leaves you with an account value of less
than $500, we reserve the right to terminate the contract and pay you the cash
value. See "Surrender of your contract to receive its cash value" below.

For Series B contracts, partial withdrawals in excess of the 10% free
withdrawal amount may be subject to a withdrawal charge (see "10% free
withdrawal amount" in "Charges and expenses" later in this Prospectus).

Partial withdrawals out of Segments are permitted, subject to certain
restrictions. See "How withdrawals are taken from your account value" later in
this section.

LIFETIME REQUIRED MINIMUM DISTRIBUTION WITHDRAWALS

(Traditional IRA contracts only -- See "Tax information" later in this
Prospectus.)

We offer our "automatic required minimum distribution (RMD) service" to help
you meet lifetime required minimum distributions under federal income tax
rules. This is not the exclusive way for you to meet these rules. After
consultation with your tax adviser, you may decide to compute required minimum
distributions (we refer to them as "RMDs") yourself and request partial
withdrawals. In such a case, a withdrawal charge could apply. Before electing
this account-based withdrawal option, you should consider whether annuitization
might be better in your situation. Please refer to "Required minimum
distributions" under "Individual Retirement Arrangements ("IRAs")" in "Tax
information" later in this Prospectus.

You may elect this service in the calendar year in which you reach age 70-1/2 or
in any later year. The minimum amount we will pay out is $250. Currently, RMD
payments will be made annually each December.

We do not impose a withdrawal charge on the RMD payment made if you are
enrolled in our automatic RMD service even if, when added to a partial
withdrawal previously taken in the same contract year, the RMD payments exceed
the free withdrawal amount.

This service does not generate an automatic RMD payment during the first
contract year. Therefore, if you are making a rollover or transfer contribution
to the contract after age 70-1/2, you must take an RMD before the rollover or
transfer. If you do not, any withdrawals that you take during the first
contract year to satisfy your RMD amount may be subject to withdrawal charges,
if applicable, if they exceed the free withdrawal amount.

The RMD amount is based on your entire interest in your traditional IRA
contract whether your investments are allocated to one or more variable
investment options and one or more Segments. We will withdraw your RMD amount
from the variable investment options first on a pro rata basis. If there is
insufficient account value in the variable investment options, then we will
withdraw the balance of the RMD amount from the Segment Type Holding Accounts
on a pro rata basis. If there is insufficient value in the variable investment
options and the Segment Type Holding Accounts, we will withdraw amounts from
the Segments on a pro rata basis.

As you approach age 70-1/2 you should consider the effect of allocations to any
Segment. You should consider whether you have a sufficient amount allocated to
the variable investment options under this contract and/or sufficient liquidity
under other traditional IRAs that you maintain in order to satisfy your RMD for
this contract without affecting amounts allocated to a Segment under this
contract.

We will send to traditional IRA owners a form outlining the minimum
distribution options available in the year you reach age 70-1/2 (if you have not
begun your annuity payments before that time).

30 ACCESSING YOUR MONEY

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HOW WITHDRAWALS ARE TAKEN FROM YOUR ACCOUNT VALUE

WITHDRAWALS

Unless you specify otherwise, we will subtract your withdrawals on a pro rata
basis from your value in the variable investment options (excluding the Segment
Type Holding Accounts). If there is insufficient value or no value in the
variable investment options (excluding the Segment Type Holding Accounts), any
additional amount of the withdrawal required or the total amount of the
withdrawal will be taken on a pro rata basis from the Segment Type Holding
Accounts. If there is insufficient value in the Segment Type Holding Accounts,
we will deduct all or a portion of the withdrawal from the Segments on a pro
rata basis.

If you specify the investment options from which you want us to deduct your
withdrawal, the following restrictions apply: If the amount of your withdrawal
is equal to or less than your account value in the variable investment options
and Segment Type Holding Accounts, the entire withdrawal must come from the
account value in the variable investment options and Segment Type Holding
Accounts, and the withdrawal cannot be pro rata; you must specify the dollar
amount or percentage withdrawal for the variable investment options and Segment
Type Holding Accounts from which to take the withdrawal. In other words, you
cannot take a withdrawal from the Segments if there is any value remaining in
the variable investment options and Segment Type Holding Accounts.

After 100% of the value has been taken from the variable investment options and
Segment Type Holding Accounts, you can specify the dollar amount or percentage
of the withdrawal to be taken from any Segment.

If you have amounts in a Segment Type Holding Account and you make a withdrawal
on a Segment Start Date, that amount will not be transferred into the Segment
created on that date.

Withdrawals from a Segment prior to your Segment Maturity Date reduce the
Segment Investment on a pro rata basis by the same proportion that the Segment
Interim Value is reduced on the date of the withdrawal. We use the Segment
Investment to determine your Segment Maturity Value.

You can request, in advance of your Segment Maturity Date, a withdrawal of your
Segment Maturity Value on the Segment Maturity Date, which is not subject to
the restrictions described above regarding the need to withdraw amounts in
variable investment options and Segment Type Holding Accounts before
withdrawing amounts from Segments.

A withdrawal from a Series ADV NQ contract, including a withdrawal to pay the
fees of the fee-based program, may be a taxable event. For the tax consequences
of withdrawals, see "Tax information" later in this Prospectus.

SURRENDERING YOUR CONTRACT TO RECEIVE ITS CASH VALUE

You may surrender your contract to receive its cash value at any time while an
owner is living (or for contracts with non-natural owners, while the annuitant
is living) and before you begin to receive annuity payments. For a surrender to
be effective, we must receive your written request and your contract at our
processing office. We will determine your cash value on the date we receive the
required information.

You may receive your cash value in a single sum payment or apply it to one or
more of the annuity payout options. See "Your annuity payout options" below.
For the tax consequences of surrenders, see "Tax information" later in this
Prospectus.

WITHDRAWALS TREATED AS SURRENDERS

If you withdraw more than 90% of a contract's current cash value, we will treat
it as a request to surrender the contract for its cash value. In addition, we
have the right to pay the cash value and terminate the contract if no
contributions are made during the last three completed contract years, and the
account value is less than $500, or if you make a withdrawal that would result
in a cash value of less than $500. See "Surrendering your contract to receive
its cash value" below. For the tax consequences of withdrawals, see "Tax
information" later in this Prospectus.

WHEN TO EXPECT PAYMENTS

Generally, we will fulfill requests for payments out of the investment options
within seven calendar days after the date of the transaction to which the
request relates. These transactions may include applying proceeds to a variable
annuity payout option, payment of a death benefit, payment of any amount you
withdraw (less any withdrawal charge) and, upon surrender or termination,
payment of the cash value. We may postpone such payments or applying proceeds
for any period during which:

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

(2) the SEC determines that an emergency exists as a result of which sales of
securities or determination of fair value of an investment option's assets
is not reasonably practicable, or

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

All payments are made by check and are mailed to you (or the payee named in a
tax-free exchange) by U.S. mail, unless you request that we use an express
delivery or wire transfer service at your expense.

YOUR ANNUITY PAYOUT OPTIONS

Deferred annuity contracts such as Protected Capital Strategies(SM) provide for
conversion to payout status at or before the contract's "maturity date." This
is called annuitization. When your contract is annuitized, your Protected
Capital Strategies(SM) contract and all its benefits will terminate and you
will receive a supplemental payout annuity contract ("payout option") that
provides for periodic payments for life or for a specified period of time. In
general, the periodic payment amount is determined by the account value or cash
value of your Protected Capital Strategies(SM) contract at the time of
annuitization, the annuity payout option that you select, and the annuity
purchase factor to which that value is applied, as described below. We have the
right to require you to provide any information we deem necessary to pro-

ACCESSING YOUR MONEY 31

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vide an annuity payout option. If an annuity payout is later found to be based
on incorrect information, it will be adjusted on the basis of the correct
information.

Your Protected Capital Strategies(SM) contract guarantees that upon
annuitization, your account value will be applied to a guaranteed annuity
purchase factor for a life annuity payout option. We reserve the right, with
advance notice to you, to change your annuity purchase factor any time after
your fifth contract date anniversary and at not less than five year intervals
after the first change. Any change to the annuity purchase factor will only
apply to contributions made after the date of the change. (Please see your
contract and SAI for more information). In addition, you may apply your account
value or cash value, whichever is applicable, to any other annuity payout
option that we may offer at the time of annuitization. We may offer other
payout options not outlined here. Your financial professional can provide
details.

Protected Capital Strategies(SM) currently offers you several choices of
annuity payout options. Some enable you to receive fixed annuity payments and
others enable you to receive variable annuity payments.

You can choose from among the annuity payout options listed below. Restrictions
may apply, depending on the type of contract you own and the annuitant's age at
contract issue. We reserve the right to add, remove or change these annuity
payout options at anytime.

ANNUITY PAYOUT OPTIONS

--------------------------------------------------------------------------------
Fixed annuity payout options o Life annuity
o Life annuity with period
certain
o Life annuity with refund
certain
o Period certain annuity
--------------------------------------------------------------------------------
Variable Immediate Annuity payout o Life annuity (not available in
options (as described in a New York)
separate Prospectus for this o Life annuity with period
option) certain
--------------------------------------------------------------------------------
Income Manager payout options o Life annuity with period
(available for owners and certain
annuitants age 83 or less at o Period certain annuity
contract issue) (described in a
separate prospectus)
--------------------------------------------------------------------------------

o Life annuity: An annuity that guarantees payments for the rest of the
annuitant's life. Payments end with the last monthly payment before the
annuitant's death. Because there is no continuation of benefits following the
annuitant's death with this payout option, it provides the highest monthly
payment of any of the life annuity options, so long as the annuitant is
living.

o Life annuity with period certain: An annuity that guarantees payments for the
rest of the annuitant's life. If the annuitant dies before the end of a
selected period of time ("period certain"), payments continue to the
beneficiary for the balance of the period certain. The period certain cannot
extend beyond the annuitant's life expectancy or the joint life expectancy of
the annuitant and the joint annuitant. A life annuity with period certain is
the form of annuity under the contracts that you will receive if you do not
elect a different payout option. In this case the period certain will be based
on the annuitant's age and will not exceed 10 years or the annuitant's life
expectancy.

o Life annuity with refund certain: An annuity that guarantees payments for the
rest of the annuitant's life. If the annuitant dies before the amount applied
to purchase the annuity option has been recovered, payments to the beneficiary
will continue until that amount has been recovered. This payout option is
available only as a fixed annuity.

o Period certain annuity: An annuity that guarantees payments for a specific
period of time, usually 5, 10, 15, or 20 years. This guarantee period may not
exceed the annuitant's life expectancy. This option does not guarantee
payments for the rest of the annuitant's life. It does not permit any
repayment of the unpaid principal, so you cannot elect to receive part of the
payments as a single sum payment with the rest paid in monthly annuity
payments. This payout option is available only as a fixed annuity.

The life annuity, life annuity with period certain, and life annuity with
refund certain payout options are available on a single life or joint and
survivor life basis. The joint and survivor life annuity guarantees payments
for the rest of the annuitant's life and, after the annuitant's death, payments
continue to the survivor.

FIXED ANNUITY PAYOUT OPTIONS

With fixed annuities, we guarantee fixed annuity payments that will be based
either on the tables of guaranteed annuity purchase factors in your contract or
on our then current annuity purchase factors, whichever is more favorable for
you.

VARIABLE IMMEDIATE ANNUITY PAYOUT OPTIONS

Variable Immediate Annuities are described in a separate Prospectus that is
available from your financial professional. Before you select a Variable
Immediate Annuity payout option, you should read the Prospectus which contains
important information that you should know.

Variable Immediate Annuities may be funded through your choice of available
variable investment options investing in portfolios of AXA Premier VIP Trust
and EQ Advisors Trust. The contract also offers a fixed income annuity payout
option that can be elected in combination with the variable income annuity
payout option. The amount of each variable income annuity payment will
fluctuate, depending upon the performance of the variable investment options,
and whether the actual rate of investment return is higher or lower than an
assumed base rate.

INCOME MANAGER(R) PAYOUT OPTIONS

Income Manager(R) payout options are described in a separate prospectus that is
available from your financial professional. Before you select an Income
Manager(R) payout option, you should read the prospectus which contains
important information that you should know. The Income Manager(R) payout
annuity contracts differ from the other payout annuity contracts. If you elect
an Income Manager payout option,

32 ACCESSING YOUR MONEY

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the amount applied will be allocated to fixed maturity options to provide
payments during the period certain. If you elect an Income Manager(R) life
annuity with period certain, a portion of the amount applied will be used to
provide for payments after the certain period while you are living. The amounts
allocated to a fixed maturity option will receive a fixed rate of interest
during a set period, generally 1 to 15 years from date of allocation to the
maturity date of the option. In deciding whether to select an Income Manager(R)
payout, you should be aware that we make a market value adjustment (up or down)
if you make a withdrawal before the maturity date of the selected option. In
addition, you should consider that the amount applied to the payout option may
be subject to a new withdrawal charge of up to 7% for withdrawals in the first
seven years of the payout contract (in excess of a 10% free withdrawal amount).

The other payout annuity contracts may provide higher or lower income levels,
but do not have all the features of the Income Manager(R) payout annuity
contract. You may request an illustration of the Income Manager(R) payout
annuity contract from your financial professional.

Both NQ and IRA Income Manager(R) payout options provide guaranteed level
payments. The Income Manager(R) (life annuity with period certain) also
provides guaranteed increasing payments (NQ contracts only). You may not elect
an Income Manager(R) payout option without life contingencies unless withdrawal
charges are no longer in effect under your contract.

The Income Manager(R) payout options are not available in all states.

THE AMOUNT APPLIED TO PURCHASE AN ANNUITY PAYOUT OPTION

The amount applied to purchase an annuity payout option varies depending on the
payout option that you choose and the timing of your purchase as it relates to
any withdrawal charges that apply under your contract.

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

The withdrawal charge applicable under your Protected Capital Strategies(SM)
Series B contract is imposed if you select a non-life contingent period certain
payout annuity. If the period certain is more than 5 years, then the withdrawal
charge deducted will not exceed 5% of your account value. Non-life contingent
period certain payouts are not available for variable payouts, so no withdrawal
charge is applicable to variable payouts.

For the Income Manager(R) life contingent payout options, no withdrawal charge
is imposed under your Protected Capital Strategies(SM) Series B contract. If the
withdrawal charge that otherwise would have been applied to your account value
under your Protected Capital Strategies(SM) Series B contract is greater than 2%
of the contributions that remain in your Protected Capital Strategies(SM) Series
B contract at the time you purchase your payout option, the withdrawal charges
under the Income Manager(R) contract will apply. The year in which your account
value is applied to the Income Manager(R) payout option will be "contract year
1." Before you select an Income Manager(R) payout option, you should read the
Income Manager(R) prospectus which contains important information that you
should know.

For example, assume you contribute $50,000 to Protected Capital Strategies(SM)
Series B at issue and by contract year four your account value has grown to
$60,000. The withdrawal charge on the Protected Capital Strategies(SM) Series B
contract in contract year four is 4% of contributions. If you elect the Income
Manager(R) payout option, there is no withdrawal charge deducted upon election.
However, the withdrawal charge under the Income Manager(R) contract would apply
if you surrender or withdraw from the Income Manager(R) contract during the
applicable period. In this example, the initial withdrawal charge under the
Income Manager(R) contract would be $4,200 (7% of $60,000).

SELECTING AN ANNUITY PAYOUT OPTION

When you select a payout option, we will issue you a separate written agreement
confirming your right to receive annuity payments. We require you to return
your contract before annuity payments begin. Unless you choose a different
payout option, we will pay annuity payments under a life annuity with a period
certain of 10 years. You choose whether these payments will be fixed or
variable. The contract owner and annuitant must meet the issue age and payment
requirements.

You can choose the date annuity payments are to begin, but generally it may not
be earlier than thirteen months from the Protected Capital Strategies(SM)
contract date. You can change the date your annuity payments are to begin
anytime before that date as long as you do not choose a date later than the
28th day of any month or later than your contract's maturity date. Your
contract's maturity date is the date by which you must either take a lump sum
withdrawal or select an annuity payout option. The maturity date is generally
the contract date anniversary that follows the annuitant's 95th birthday.

We will send you a notice with your contract statement one year prior to your
maturity date. Once you have selected an annuity payout option and payments
have begun, no change can be made other than transfers among the variable
investment options if a variable immediate annuity is selected. If you do not
respond to the notice within 30 days following your maturity date, your
contract will be annuitized automatically.

We currently offer different payment frequencies on certain annuity payout
options. In general, the total annual payout will be lower for more frequent
payouts (such as monthly) because of the increased administrative expenses
associated with more frequent payouts. Also, in general, the longer the period
over which we expect to make payments, the lower will be your payment each
year.

The amount of the annuity payments will depend on:

(1) the amount applied to purchase the annuity;

(2) the type of annuity chosen, and whether it is fixed or variable;

(3) in the case of a life annuity, the annuitant's age (or the annuitant's and
joint annuitant's ages); and

(4) in certain instances, the sex of the annuitant(s).

The amount applied to provide the annuity payments will be (1) the account
value for any life annuity form, or (2) the cash value for any

ACCESSING YOUR MONEY 33

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annuity certain (an annuity form that does not guarantee payments for a
person's lifetime) except that if the period certain is more than five years,
the amount applied will be no less than 95% of the account value.

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

Please see Appendix I later in this Prospectus for state variations.

ANNUITY MATURITY DATE

Your contract has a maturity date. The maturity date is based on the age of the
original annuitant at contract issue and cannot be changed other than in
conformance with applicable law, even if you name a new annuitant. The maturity
date is generally the contract date anniversary that follows the annuitant's
95th birthday (or older joint annuitant's, if your contract has joint
annuitants). The maturity date may not be less than thirteen months from your
contract date, unless otherwise stated in your contract. We will send a notice
with the contract statement one year prior to the maturity date. The notice
will include the date of maturity, describe the available annuity payout
options, state the availability of a lump sum payment option, and identify the
default payout option if you do not provide an election by the time of your
contract maturity date.

34 ACCESSING YOUR MONEY

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7. Charges and expenses

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CHARGES THAT AXA EQUITABLE DEDUCTS

We deduct the following charge each day from the net assets of each variable
investment option and Segment Type Holding Account. This charge is reflected in
the unit values of each variable investment option:

o A Contract fee

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

o for Series B contracts, at the time you make certain withdrawals or surrender
your contract, or your contract is terminated -- a withdrawal charge.

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

o at the time you request a transfer in excess of 12 transfers in a contract
year -- a transfer charge (currently, there is no transfer charge).

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

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

CHARGES UNDER THE CONTRACTS

CONTRACT FEE

We deduct a daily charge from the net assets in each variable investment option
and Segment Type Holding Account to compensate us for mortality and expense
risks and administrative charges, administrative expenses and sales expenses
under the contracts. Below is the daily charge shown as an annual rate of the
net assets in each variable investment option:

Series B: 1.25%

Series ADV: 0.65%

The mortality risk we assume is the risk that annuitants as a group will live
for a longer time than our actuarial tables predict. If that happens, we would
be paying more in annuity benefits than we planned. We also assume a risk that
the mortality assumptions reflected in our guaranteed annuity payment tables,
shown in each contract, will differ from actual mortality experience. We may
change the actuarial basis for our guaranteed annuity payment tables, but only
for new contributions and only at five year intervals from the contract date.
Lastly, we assume a mortality risk to the extent that at the time of death, the
death benefit exceeds the cash value of the contract (for Series B contracts
only). The expense risk we assume is the risk that our expenses in providing
the benefits and administering the contracts will be greater than we expect.

To the extent that the mortality and expense risk charges are not needed to
cover the actual expenses incurred, they may be considered an indirect
reimbursement for certain sales and promotional expenses relating to the
contracts. This charge also compensates us for administrative expenses and a
portion of our sales expenses, under the contract.

On a non-guaranteed basis, we may waive this fee under certain conditions. If
the return on the EQ/Money Market variable investment option on any day is
positive, but lower than the amount of this fee, then we will waive the
difference between the two, so that you do not receive a negative return. If
the return on the EQ/Money Market variable investment option on any day is
negative, we will waive this fee entirely for that day, although your account
value would be reduced by the negative performance of the EQ/Money Market
variable investment option itself. We reserve the right to change or cancel
this provision at any time.

FEE-BASED EXPENSES
(Applicable to Series ADV contracts only)

The fees and expenses of a fee-based program are separate from and in addition
to the fees and expenses of the annuity contract. Please consult with your
program sponsor for more details about your fee-based program.

TRANSFER CHARGE

Currently, we do not charge for transfers among variable investment options
under the contract. However, we reserve the right to charge for any transfers
in excess of 12 per contract year. We will provide you with advance notice if
we decide to assess the transfer charge, which will never exceed $35 per
transfer. The transfer charge (if applicable), will be assessed at the time
that the transfer is processed. Each time you request a transfer from one
variable investment option to another, we will assess the transfer charge (if
applicable). Separate requests submitted on the same day will each be treated
as a separate transfer. Any transfer charge will be deducted from the variable
investment options from which the transfer is made. We will not count transfers
from Segment Type Holding Accounts into Segments on a Segment Start Date, or
the allocation of Segment Maturity Value on a Segment Maturity Date in
calculating the number of transfers subject to this charge.

WITHDRAWAL CHARGE
(Applicable to Series B contracts only)

A withdrawal charge may apply in three circumstances: (1) you make one or more
withdrawals during a contract year; (2) you surrender your

CHARGES AND EXPENSES 35

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contract to receive its cash value; or (3) we terminate your contract. The
amount of the charge will depend on whether the 10% free withdrawal amount
applies, and the availability of one or more exceptions.

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

------------------------------------------------------
CONTRACT YEAR
------------------------------------------------------
1 2 3 4 5 6+
------------------------------------------------------

Percentage of
contribution 5% 5% 5% 4% 3% 0%
------------------------------------------------------

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

In order to give you the exact dollar amount of the withdrawal you request, we
deduct the amount of the withdrawal and the amount of the withdrawal charge
from your account value. Any amount deducted to pay withdrawal charges is also
subject to that same withdrawal charge percentage. We deduct the withdrawal
amount and the withdrawal charge pro rata from the variable investment options
(excluding the Segment Type Holding Accounts). If those amounts are
insufficient, we will deduct all or a portion of the required amounts pro rata
from the Segment Type Holding Accounts. If the amounts in the Segment Type
Holding Accounts are still insufficient, we deduct all or a portion of the
required amounts from the Segments on a pro rata basis. If you specify that
your withdrawal be taken from specific investment options, the amount of the
withdrawal charge will first be taken from the investment options you specify.
If there is insufficient value in those options to pay the withdrawal charge
after your withdrawal is deducted, then the remainder of the withdrawal charge
is deducted as described above.

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

10% FREE WITHDRAWAL AMOUNT. For Series B contracts, each contract year you can
withdraw up to 10% of your account value without paying a withdrawal charge. No
withdrawal charge applies to Series ADV contracts. The 10% free withdrawal
amount is determined using your account value at the beginning of the contract
year. When a contract is surrendered in certain states, the free withdrawal
amount is not taken into account when calculating the amount of the withdrawal.

DEATH. The withdrawal charge does not apply if the owner dies and a death
benefit is payable to the beneficiary.

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

(i) An owner (or older joint owner, if applicable) has qualified to receive
Social Security disability benefits as certified by the Social Security
Administration; or

(ii) We receive proof satisfactory to us (including certification by a licensed
physician) that an owner's (or older joint owner's, if applicable) life
expectancy is six months or less; or

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

- its main function is to provide skilled, intermediate, or custodial
nursing care;

- it provides continuous room and board to three or more persons;

- it is supervised by a registered nurse or licensed practical nurse;

- it keeps daily medical records of each patient;

- it controls and records all medications dispensed; and

- its primary service is other than to provide housing for residents.

We reserve the right to impose a withdrawal charge, in accordance with your
contract and applicable state law, if the conditions described in (i), (ii) or
(iii) above existed at the time a contribution was remitted or if the condition
began within 12 months of the period following remittance. Some states may not
permit us to waive the withdrawal charge in the above circumstances, or may
limit the circumstances for which the withdrawal charge may be waived. Your
financial professional can provide more information or you may contact our
processing office.

CHARGES FOR STATE PREMIUM AND OTHER APPLICABLE TAXES

We deduct a charge designed to approximate certain taxes that may be imposed on
us, such as premium taxes in your state. Generally, we deduct the charge from
the amount applied to provide an annuity payout option. The current tax charge
that might be imposed varies by jurisdiction and ranges from 0% to 3.5%.

VARIABLE IMMEDIATE ANNUITY PAYOUT OPTION ADMINISTRATIVE FEE

We currently deduct a fee of $350 from the amount to be applied to the Variable
Immediate Annuity payout option. This option may not be available at the time
you elect to begin receiving annuity payouts or it may have a different charge.

CHARGES THAT THE TRUST DEDUCTS

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

o Management fees.

o 12b-1 fees of 0.25%.

36 CHARGES AND EXPENSES

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

o Investment-related expenses, such as brokerage commissions.

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

GROUP OR SPONSORED ARRANGEMENTS

For certain group or sponsored arrangements, we may reduce the withdrawal
charge or the mortality and expense risks charge, or change the minimum
contribution requirements. We also may change the minimum death benefit or
offer variable investment options that invest in shares of a Trust that are not
subject to the 12b-1 fee. Group arrangements include those in which a trustee
or an employer, for example, purchases contracts covering a group of
individuals on a group basis. Group arrangements are not available for
traditional IRA and Roth IRA contracts. Sponsored arrangements include those in
which an employer allows us to sell contracts to its employees or retirees on
an individual basis.

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

We will make these and any similar reductions according to our rules in effect
when we approve a contract for issue. We may change these rules from time to
time. Any variation will reflect differences in costs or services and will not
be unfairly discriminatory.

Group or sponsored arrangements may be governed by federal income tax rules,
the Employee Retirement Income Security Act of 1974, or both. We make no
representations with regard to the impact of these and other applicable laws on
such programs. We recommend that employers, trustees, and others purchasing or
making contracts available for purchase under such programs seek the advice of
their own legal and benefits advisers.

OTHER DISTRIBUTION ARRANGEMENTS

We may reduce or eliminate charges when sales are made in a manner that results
in savings of sales and administrative expenses, such as sales through persons
who are compensated by clients for recommending investments and who receive no
commission or reduced commissions in connection with the sale of the contracts.
We will not permit a reduction or elimination of charges where it will be
unfairly discriminatory.

CHARGES AND EXPENSES 37

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8. Payment of death benefit

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YOUR BENEFICIARY AND PAYMENT OF BENEFIT

If you have a Series ADV contract, disregard any references to "withdrawal
charges," "cash value" or "free withdrawal amount" in this section; these terms
only apply to Series B contracts, not Series ADV contracts.

You designate your beneficiary when you apply for your contract. You may change
your beneficiary at any time. The change will be effective on the date the
written request for the change is received in our processing office. We are not
responsible for any beneficiary change request that we do not receive. We will
send you a written confirmation when we receive your request. Under jointly
owned contracts, the surviving owner is considered the beneficiary, and will
take the place of any other beneficiary.

Subject to applicable laws and regulations, you may impose restrictions on the
timing and manner of the payment of the death benefit to your beneficiary. For
example, your beneficiary designation may specify the form of death benefit
payout (such as a life annuity), provided the payout you elect is one that we
offer both at the time of designation and when the death benefit is payable. In
general, the beneficiary will have no right to change the election. However,
you should be aware that (i) in accordance with current federal income tax
rules, we apply a predetermined death benefit annuity payout election only if
payment of the death benefit amount begins within one year following the date
of death, which payment may not occur if the beneficiary has failed to provide
all required information before the end of that period, (ii) we will not apply
the predetermined death benefit payout election if doing so would violate any
federal income tax rules or any other applicable law, and (iii) a beneficiary
or a successor owner who continues the contract under one of the continuation
options described below will have the right to change your annuity payout
election.

DEATH BENEFIT

The death benefit is equal to the account value as of the date we receive
satisfactory proof of the owner's death, any required instructions for the
method of payment, and all information and forms necessary to effect payment.

EFFECT OF THE OWNER'S DEATH

In general, if the owner dies while the contract is in force, the contract
terminates and the applicable death benefit is paid. If the contract is jointly
owned, the death benefit is payable upon the death of the older owner.

Once we have received notice of the Owner's death, we will not make any
transfers from Segment Type Holding Accounts to Segments. Amounts in the
Segment Type Holding Accounts will be defaulted into the EQ/Money Market
variable investment option. When Segments mature, the Segment Maturity Value
will be transferred to the EQ/Money Market variable investment option.

There are various circumstances, however, in which the contract can be
continued by a successor owner or under a Beneficiary continuation option
("BCO"). For contracts with spouses who are joint owners, the surviving spouse
will automatically be able to continue the contract under the "Spousal
continuation" feature, or under our Beneficiary continuation option, as
discussed below. For contracts with non-spousal joint owners, the joint owner
will be able to continue the contract as a successor owner subject to the
limitations discussed below under "Non-spousal joint owner contract
continuation." If you are the sole owner and your spouse is the sole primary
beneficiary, your surviving spouse can continue the contract as a successor
owner, under "Spousal continuation" or under our Beneficiary continuation
option, as discussed below.

If the surviving joint owner is not the surviving spouse, or, for single owner
contracts, if the beneficiary is not the surviving spouse, federal income tax
rules generally require payments of amounts under the contract to be made
within five years of an owner's death (the "5-year rule"). In certain cases, an
individual beneficiary or non-spousal surviving joint owner may opt to receive
payments over his/her life (or over a period not in excess of his/her life
expectancy) if payments commence within one year of the owner's death. Any such
election must be made in accordance with our rules at the time of death.

NON-SPOUSAL JOINT OWNER CONTRACT CONTINUATION

Upon the death of either owner, the surviving joint owner becomes the sole
owner.

Any death benefit (if the older owner dies first) or cash value (if the younger
owner dies first) must be fully paid to the surviving joint owner within five
years, unless one of the exceptions described here applies. The surviving owner
may instead elect to take an installment payout or annuity, provided payments
begin within one year of the deceased owner's death. If an annuity or
installment payout is elected, the contract terminates and a supplemental
contract is issued.

If the older owner dies first, the surviving owner can elect to (1) take a lump
sum payment; (2) take an installment payout or annuity within one year; (3)
continue the contract for up to five years; or (4) continue the contract under
the Beneficiary continuation option discussed below. If the contract continues,
withdrawal charges will no longer apply, and no additional contributions will
be permitted.

If the younger owner dies first, the surviving owner can elect to (1) take a
lump sum payment; (2) take an installment payout or annuity within one year;
(3) continue the contract for up to five years; or (4) continue the contract
under the Beneficiary continuation option discussed below. If the contract
continues, withdrawal charges (for Series B contracts) will continue to apply
and no additional contributions will be permitted. The death benefit becomes
payable to the beneficiary if the older owner dies within five years after the
death of the younger owner.

38 PAYMENT OF DEATH BENEFIT

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SPOUSAL CONTINUATION

If you are the contract owner and your spouse is the sole primary beneficiary
or you jointly own the contract with your younger spouse, or if the contract
owner is a non-natural person and you and your younger spouse are joint
annuitants, your spouse may elect to continue the contract as successor owner
upon your death. Spousal beneficiaries (who are not also joint owners) must be
85 or younger as of the date of the deceased spouse's death in order to
continue the contract under Spousal continuation. The determination of spousal
status is made under applicable state law. However, in the event of a conflict
between federal and state law, we follow federal rules.

Upon your death, the younger spouse joint owner (for NQ contracts only) or the
spouse beneficiary (under a Single owner contract) may elect to receive the
death benefit, continue the contract under our Beneficiary continuation option
(as discussed below in this section) or continue the contract, as follows:

o In general, withdrawal charges (for Series B contracts) will no longer apply
to contributions made before your death. Withdrawal charges will apply if
additional contributions are made.

o If the deceased spouse was the annuitant, the surviving spouse becomes the
annuitant. If the deceased spouse was a joint annuitant, the contract will
become a single annuitant contract.

Where an NQ contract is owned by a Living Trust, as defined in the contract,
and at the time of the annuitant's death the annuitant's spouse is the sole
beneficiary of the Living Trust, the Trustee, as owner of the contract, may
request that the spouse be substituted as annuitant as of the date of the
annuitant's death. No further change of annuitant will be permitted.

Where an IRA contract is owned in a custodial individual retirement account,
and your spouse is the sole beneficiary of the account, the custodian may
request that the spouse be substituted as annuitant after your death.

For jointly owned NQ contracts, if the younger spouse dies first no death
benefit is paid, and the contract continues as follows:

o If the deceased spouse was the annuitant, the surviving spouse becomes the
annuitant. If the deceased spouse was a joint annuitant, the contract will
become a single annuitant contract.

o The withdrawal charge schedule (for Series B contracts) remains in effect.

The transfer restrictions on amounts in Segments prior to election of Spousal
continuation remain in place. Any amounts in Segments may not be transferred
out of the Segments until their Segment Maturity Dates. The Segment Maturity
Value may be reinvested in other investment options.

If you divorce, Spousal continuation does not apply.

BENEFICIARY CONTINUATION OPTION

This feature permits a designated individual, on the contract owner's death, to
maintain a contract with the deceased contract owner's name on it and receive
distributions under the contract, instead of receiving the death benefit in a
single sum. We make this option available to beneficiaries under traditional
IRA, Roth IRA and NQ contracts, subject to state availability. Please speak
with your financial professional or see Appendix I later in this Prospectus for
further information.

Where an IRA contract is owned in a custodial individual retirement account,
the custodian may reinvest the death benefit in an individual retirement
annuity contract, using the account beneficiary as the annuitant. Please speak
with your financial professional for further information.

BENEFICIARY CONTINUATION OPTION FOR TRADITIONAL IRA AND ROTH IRA CONTRACTS
ONLY. The beneficiary continuation option must be elected by September 30th of
the year following the calendar year of your death and before any other
inconsistent election is made. Beneficiaries who do not make a timely election
will not be eligible for this option.

Generally, payments will be made once a year to the beneficiary over the
beneficiary's life expectancy (determined in the calendar year after your death
and determined on a term certain basis). These payments must begin no later
than December 31st of the calendar year after the year of your death. For sole
spousal beneficiaries, payments may begin by December 31st of the calendar year
in which you would have reached age 70-1/2, if such time is later. For
traditional IRA contracts only, if you die before your Required Beginning Date
for Required Minimum Distributions, as discussed later in this Prospectus in
"Tax information" under "Individual retirement arrangements (IRAs)," the
beneficiary may choose the "5-year rule" option instead of annual payments over
life expectancy. The 5-year rule is always available to beneficiaries under
Roth IRA contracts. If the beneficiary chooses this option, the beneficiary may
take withdrawals as desired, but the entire account value must be fully
withdrawn by December 31st of the calendar year which contains the fifth
anniversary of your death.

Under the beneficiary continuation option for IRA and Roth IRA contracts:

o The contract continues with your name on it for the benefit of your
beneficiary.

o The beneficiary replaces the deceased owner as annuitant.

o This feature is only available if the beneficiary is an individual. Certain
trusts with only individual beneficiaries will be treated as individuals for
this purpose.

o If there is more than one beneficiary:

-- each beneficiary's share will be separately accounted for. It will be
distributed over the beneficiary's own life expectancy, if payments over
life expectancy are chosen; and

-- as of the date we receive satisfactory proof of death, any required
instructions, information and forms necessary to effect the beneficiary
continuation option feature for the first beneficiary, all Segments will be
terminated and all Segment Interim Values will be transferred into the
EQ/Money Market variable investment option.

o If there is one beneficiary, the transfer restrictions on amounts in Segments
prior to election of the beneficiary continuation option remain in place. Any
amounts in Segments may not be transferred out of the Segments until their
Segment Maturity Dates. The Seg-

PAYMENT OF DEATH BENEFIT 39

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ment Maturity Value may be reinvested in other investment options. However, if
the beneficiary has chosen the "5-year rule," amounts may not be invested in
Segments with Segment Maturity Dates later than December 31st of the calendar
year which contains the fifth anniversary of your death.

o A beneficiary who chooses to receive annual payments over his life expectancy
should consult his tax adviser about selecting Segments that provide
sufficient liquidity to satisfy the payout requirements under this option.

o The minimum amount that is required in order to elect the beneficiary
continuation option is $5,000 for each beneficiary.

o The beneficiary may make transfers among the variable investment options but
no additional contributions will be permitted.

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

o Any partial withdrawal must be at least $300.

o Your beneficiary will have the right to name a beneficiary to receive any
remaining interest in the contract.

o Upon the death of your beneficiary, the beneficiary he or she has named has
the option to either continue taking required minimum distributions based on
the remaining life expectancy of the deceased beneficiary or to receive any
remaining interest in the contract in a lump sum. The option elected will be
processed when we receive satisfactory proof of death, any required
instructions for the method of payment and any required information and forms
necessary to effect payment.

BENEFICIARY CONTINUATION OPTION FOR NQ CONTRACTS ONLY. This feature may only be
elected when the NQ contract owner dies before the annuity maturity date,
whether or not the owner and the annuitant are the same person. For purposes of
this discussion, "beneficiary" refers to the successor owner or the surviving
joint owner who elects this feature. This feature must be elected within 9
months following the date of your death and before any other inconsistent
election is made. Beneficiaries who do not make a timely election will not be
eligible for this option.

Generally, payments will be made once a year to the beneficiary over the
beneficiary's life expectancy, determined on a term certain basis and in the
year payments start. These payments must begin no later than one year after the
date of your death and are referred to as "scheduled payments." The beneficiary
may choose the "5-year rule" instead of scheduled payments over life
expectancy. If the beneficiary chooses the 5-year rule, there will be no
scheduled payments. Under the 5-year rule, the beneficiary may take withdrawals
as desired, but the entire account value must be fully withdrawn by the fifth
anniversary of your death.

Under the beneficiary continuation option for NQ contracts:

o This feature is only available if the beneficiary is an individual. It is not
available for any entity such as a trust, even if all of the beneficiaries of
the trust are individuals.

o The beneficiary automatically replaces the existing annuitant.

o The contract continues with your name on it for the benefit of your
beneficiary.

o If there is more than one beneficiary:

-- each beneficiary's share will be separately accounted for. It will be
distributed over the respective beneficiary's own life expectancy, if
scheduled payments are chosen; and

o If there is one beneficiary, the transfer restrictions on amounts in Segments
prior to the election of the beneficiary continuation option remain in place.
Any amounts in Segments may not be transferred out of the Segments until their
Segment Maturity Dates. The Segment Maturity Value may be reinvested in other
investment options. However, if the beneficiary has chosen the "5-year rule,"
amounts may not be invested in Segments with Segment Maturity Dates later than
December 31st of the calendar year which contains the fifth anniversary of
your death.

o The minimum amount that is required in order to elect the beneficiary
continuation option is $5,000 for each beneficiary.

o The beneficiary may make transfers among the investment options but no
additional contributions will be permitted.

o If the beneficiary chooses the "5-year rule," withdrawals may be made at any
time. If the beneficiary instead chooses scheduled payments, the beneficiary
may also take withdrawals, in addition to scheduled payments, at any time.

o Any partial withdrawals must be at least $300.

o Your beneficiary will have the right to name a beneficiary to receive any
remaining interest in the contract on the beneficiary's death.

o Upon the death of your beneficiary, the beneficiary he or she has named has
the option to either continue taking scheduled payments based on the remaining
life expectancy of the deceased beneficiary (if scheduled payments were
chosen) or to receive any remaining interest in the contract in a lump sum. We
will pay any remaining interest in the contract in a lump sum if your
beneficiary elects the 5-year rule. The option elected will be processed when
we receive satisfactory proof of death, any required instructions for the
method of payment and any required information and forms necessary to effect
payment.

If the deceased is the owner or older joint owner:

o No withdrawal charges will apply to any withdrawals by the beneficiary.

If the deceased is the younger non-spousal joint owner:

o The contract's withdrawal charge schedule will continue to be applied to any
withdrawal or surrender other than scheduled payments; the contract's free
withdrawal amount will continue to apply to withdrawals but does not apply to
surrenders.

40 PAYMENT OF DEATH BENEFIT

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o We do not impose a withdrawal charge on scheduled payments except if, when
added to any withdrawals previously taken in the same contract year, including
for this purpose a contract surrender, the total amount of withdrawals and
scheduled payments exceed the free withdrawal amount. See the "Withdrawal
charges" in "Charges and expenses" earlier in this Prospectus.

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

A beneficiary should speak to his or her tax professional about which
continuation option is appropriate for him or her. Factors to consider include,
but are not limited to, the beneficiary's age, need for immediate income and a
desire to continue the contract.

PAYMENT OF DEATH BENEFIT 41

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9. Tax information

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OVERVIEW

In this part of the Prospectus, we discuss the current federal income tax rules
that generally apply to Protected Capital Strategies(SM) contracts owned by
United States individual taxpayers. The tax rules can differ, depending on the
type of contract, whether NQ, traditional IRA or Roth IRA. Therefore, we
discuss the tax aspects of each type of contract separately.

Federal income tax rules include the United States laws in the Internal Revenue
Code, and Treasury Department Regulations and IRS interpretations of the
Internal Revenue Code. These tax rules may change without notice. We cannot
predict whether, when, or how these rules could change. Any change could affect
contracts purchased before the change. Congress may also consider proposals in
the future to comprehensively reform or overhaul the United States tax and
retirement systems, which if enacted, could affect the tax benefits of a
contract. We cannot predict what, if any, legislation will actually be proposed
or enacted.

We cannot provide detailed information on all tax aspects of the contracts.
Moreover, the tax aspects that apply to a particular person's contract may vary
depending on the facts applicable to that person. We do not discuss state
income and other state taxes, federal income tax and withholding rules for
non-U.S. taxpayers, or federal gift and estate taxes. We also do not discuss
the Employee Retirement Income Security Act of 1974 (ERISA). Transfers of the
contract, rights or values under the contract, or payments under the contract,
for example, amounts due to beneficiaries, may be subject to federal or state
gift, estate or inheritance taxes. You should not rely only on this document,
but should consult your tax adviser before your purchase.

BUYING A CONTRACT TO FUND A RETIREMENT ARRANGEMENT

Generally, there are two types of funding vehicles that are available for
Individual Retirement Arrangements ("IRAs"): an individual retirement annuity
contract such as the ones offered in this Prospectus, or an individual
retirement custodial or trusteed account. You should be aware that the funding
vehicle for a tax-qualified arrangement does not provide any tax deferral
benefit beyond that already provided by the Code for all permissible funding
vehicles. Before choosing an annuity contract, therefore, you should consider
the annuity's features and benefits compared with the features and benefits of
other permissible funding vehicles and the relative costs of annuities and
other such arrangements. You should be aware that cost may vary depending on
the features and benefits made available and the charges and expenses of the
investment options you elect.

TRANSFERS AMONG INVESTMENT OPTIONS

If permitted under the terms of the contract, you can make transfers among
investment options inside the contract without triggering taxable income.

TAXATION OF NONQUALIFIED ANNUITIES

CONTRIBUTIONS

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

CONTRACT EARNINGS

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

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

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

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

o if the owner is other than an individual (such as a corporation,
partnership, trust, or other non-natural person). This provision does not
apply to a trust which is a mere agent or nominee for an individual, such
as a grantor trust.

Federal tax law requires that all nonqualified deferred annuity contracts that
AXA Equitable and its affiliates issue to you during the same calendar year be
linked together and treated as one contract for calculating the taxable amount
of any distribution from any of those contracts.

ANNUITY PAYMENTS

Annuitization under a Protected Capital Strategies(SM) contract occurs when
your entire interest under the contract is or has been applied to one or more
payout options intended to amortize amounts over your life or over a period
certain generally limited by the period of your life expectancy. Annuity
payouts can also be determined on a joint life basis. After annuitization, no
further contributions to the contract may be made, the annuity payout amount
must be paid at least annually, and annuity payments cannot be stopped except
by death or surrender (if permitted under the terms of the contract). For
income tax purposes, in order to get annuity payment tax treatment, all amounts
under the contract must be applied to the annuity payout option; we do not
"partially annuitize" nonqualified deferred annuity contracts.

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

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For fixed annuity payments, the tax-free portion of each payment is determined
by (1) dividing your investment in the contract by the total amount you are
expected to receive out of the contract, and (2) multiplying the result by the
amount of the payment. For variable annuity payments, your tax-free portion of
each payment is your investment in the contract divided by the number of
expected payments. If you have a loss on a variable annuity payout in a taxable
year, you may be able to adjust the tax-free amount in subsequent years.

Once you have received the amount of your investment in the contract, all
payments after that are fully taxable. If payments under a life annuity stop
because the annuitant dies, there is an income tax deduction for any
unrecovered investment in the contract.

Your rights to apply amounts under this Protected Capital Strategies(SM)
contract to an annuity payout option are described elsewhere in this
Prospectus. If you hold your contract to the maximum maturity age under the
contract we require that a choice be made between taking a lump sum settlement
of any remaining account value or applying any such account value to one or
more of the annuity payout options under the contract. If no affirmative choice
is made, we will apply any remaining account value or interest in the contract
to the default option under the contract at such age. While there is no
specific federal tax guidance as to whether or when an annuity contract is
required to mature, or as to the form of the payments to be made upon maturity,
we believe that this Protected Capital Strategies(SM) contract constitutes an
annuity contract under current federal tax rules.

WITHDRAWALS MADE BEFORE ANNUITY PAYMENTS BEGIN

If you make withdrawals before annuity payments begin under your contract, they
are taxable to you as ordinary income if there are earnings in the contract.
Generally, earnings are your account value less your investment in the
contract. If you withdraw an amount which is more than the earnings in the
contract as of the date of the withdrawal, the balance of the distribution is
treated as a reduction of your investment in the contract and is not taxable.
If you have a Series ADV contract, withdrawals made by your investment advisor
are taxable to you.

1035 EXCHANGES

You may purchase a nonqualified deferred annuity through an exchange of another
contract. Normally, exchanges of contracts are taxable events. The exchange
will not be taxable under Section 1035 of the Internal Revenue Code if:

o the contract that is the source of the funds you are using to purchase the
nonqualified deferred annuity contract is another nonqualified deferred
annuity contract or life insurance or endowment contract.

o the owner and the annuitant are the same under the source contract and the
contract issued in exchange. If you are using a life insurance or
endowment contract the owner and the insured must be the same on both
sides of the exchange transaction.

The tax basis, also referred to as your investment in the contract, of the
source contract carries over to the contract issued in exchange.

An owner may direct the proceeds of a partial withdrawal from one nonqualified
deferred annuity contract to a different insurer to purchase a new nonqualified
deferred annuity contract on a tax-deferred basis. Special forms, agreement
between the carriers, and provision of cost basis information may be required
to process this type of an exchange.

Section 1035 exchanges are generally not available after the death of the
owner.

SURRENDERS

If you surrender or cancel the contract, the distribution is taxable as
ordinary income (not capital gain) to the extent it exceeds your investment in
the contract.

DEATH BENEFIT PAYMENTS MADE TO A BENEFICIARY AFTER YOUR DEATH

For the rules applicable to death benefits, see '"Payment of death benefit"
earlier in this Prospectus. The tax treatment of a death benefit taken as a
single sum is generally the same as the tax treatment of a withdrawal from or
surrender of your contract. The tax treatment of a death benefit taken as
annuity payments is generally the same as the tax treatment of annuity payments
under your contract.

Under the Beneficiary continuation option, the tax treatment of a withdrawal
after the death of the owner taken as a single sum or taken as withdrawals
under the 5-year rule is generally the same as the tax treatment of a
withdrawal from or surrender of your contract.

EARLY DISTRIBUTION PENALTY TAX

If you take distributions before you are age 59-1/2, a penalty tax of 10% of the
taxable portion of your distribution applies in addition to the income tax.
Some of the available exceptions to the pre-age 59-1/2 penalty tax include
distributions made:

o on or after your death; or

o because you are disabled (special federal income tax defini tion); or

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

INVESTOR CONTROL ISSUES

Under certain circumstances, the IRS has stated that you could be treated as
the owner (for tax purposes) of the assets of Separate Account No. 49. If you
were treated as the owner, you would be taxed on income and gains attributable
to the shares of the underlying portfolios.

The circumstances that would lead to this tax treatment would be that, in the
opinion of the IRS, you could control the underlying investment of Separate
Account No. 49. Recently, the IRS has said that the owners of variable
annuities will not be treated as owning the separate account assets provided
the underlying portfolios are restricted to variable life and annuity assets.
The variable annuity owners must have

Tax information 43

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the right only to choose among the portfolios, and must have no right to direct
the particular investment decisions within the portfolios.

Also we do not believe that these rules apply to the assets of Separate Account
No. 68, because contract owners have no interest in the performance of those
assets.

Although we believe that, under current IRS guidance, you would not be treated
as the owner of the assets of Separate Account No. 49, there are some issues
that remain unclear. For example, the IRS has not issued any guidance as to
whether having a larger number of portfolios available, or an unlimited right
to transfer among them, could cause you to be treated as the owner. We do not
know whether the IRS will ever provide such guidance or whether such guidance,
if unfavorable, would apply retroactively to your contract. Furthermore, the
IRS could reverse its current guidance at any time. We reserve the right to
modify your contract as necessary to prevent you from being treated as the
owner of the assets of Separate Account No 49.

INDIVIDUAL RETIREMENT ARRANGEMENTS ("IRAS")

GENERAL

"IRA" stands for individual retirement arrangement. There are two basic types
of such arrangements, individual retirement accounts and individual retirement
annuities. In an individual retirement account, a trustee or custodian holds
the assets funding the account for the benefit of the IRA owner. The assets
typically include mutual funds and/or individual stocks and securities in a
custodial account, and bank certificates of deposit in a trusteed account. In
an individual retirement annuity, an insurance company issues an annuity
contract that serves as the IRA.

There are two basic types of IRAs, as follows:

o traditional IRAs, typically funded on a pre-tax basis; and

o Roth IRAs, funded on an after-tax basis.

Regardless of the type of IRA, your ownership interest in the IRA cannot be
forfeited. You or your beneficiaries who survive you are the only ones who can
receive the IRA's benefits or payments. All types of IRAs qualify for tax
deferral, regardless of the funding vehicle selected.

You can hold your IRA assets in as many different accounts and annuities as you
would like, as long as you meet the rules for setting up and making
contributions to IRAs. However, if you own multiple IRAs, you may be required
to combine IRA values or contributions for tax purposes. For further
information about individual retirement arrangements, you can read Internal
Revenue Service Publication 590 ("Individual Retirement Arrangements (IRAs)").
This publication is usually updated annually, and can be obtained by contacting
the IRS or from the IRS website (www.irs.gov).

AXA Equitable designs its IRA contracts to qualify as "individual retirement
annuities" under Section 408(b) of the Internal Revenue Code. We offer the
Protected Capital Strategies(SM) contract in both traditional IRA and Roth IRA
versions.

This Prospectus contains the information that the IRS requires you to have
before you purchase an IRA. The first section covers some of the special tax
rules that apply to traditional IRAs. The next section covers Roth IRAs. The
disclosure generally assumes direct ownership of the individual retirement
annuity contracts. For contracts owned in a custodial individual retirement
account, the disclosure will apply only if you terminate your account or
transfer ownership of the contract to yourself.

We describe the amount and types of charges that may apply to your
contributions under "Charges and expenses" earlier in this Prospectus. We
describe the method of calculating payments under "Accessing your money"
earlier in this Prospectus. We do not guarantee or project growth in variable
income annuitization option payments (as opposed to payments from a fixed
income annuitization option).

We have not applied for opinion letters approving the respective forms of the
traditional IRA and Roth IRA contracts for use as a traditional and Roth IRA,
respectively. This IRS approval is a determination only as to the form of the
annuity. It does not represent a determination of the merits of the annuity as
an investment.

YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS

You can cancel either version of the Protected Capital Strategies(SM) IRA
contract (traditional IRA or Roth IRA) by following the directions under "Your
right to cancel within a certain number of days" in "Contract features and
benefits" earlier in this Prospectus. If you cancel a traditional IRA, or Roth
IRA contract, we may have to withhold tax, and we must report the transaction
to the IRS. A contract cancellation could have an unfavorable tax impact.

TRADITIONAL INDIVIDUAL RETIREMENT ANNUITIES
(TRADITIONAL IRAS)

CONTRIBUTIONS TO TRADITIONAL IRAS. Individuals may make three different types
of contributions to purchase a traditional IRA or as subsequent contributions
to an existing IRA:

o "regular" contributions out of earned income or compensation; or

o Tax-free "rollover" contributions; or

o direct custodian-to-custodian transfers from other traditional IRAs ("direct
transfers").

When you make a contribution to your IRA, we require you to tell us whether it
is a regular contribution, rollover contribution, or direct transfer
contribution, and to supply supporting documentation in some cases.

The initial contribution to purchase this contract must be a rollover or direct
transfer contribution.

REGULAR CONTRIBUTIONS TO TRADITIONAL IRAS

LIMITS ON CONTRIBUTIONS. The "maximum regular contribution amount" for any
taxable year is the most that can be contributed to all of your IRAs
(traditional and Roth) as regular contributions for the particular taxable
year. The maximum regular contribution amount depends on age, earnings, and
year, among other things. Generally, $5,000 is the maximum amount that you may
contribute to all IRAs (including Roth IRAs). When your earnings are below
$5,000, your earned income or compensation for the year is the most you can
contribute. This limit does not apply to rollover contributions or direct

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custodian-to-custodian transfers into a traditional IRA. You cannot make
regular traditional IRA contributions for the taxable year in which you reach
age 70-1/2 or any taxable year after that.

If you are at least age 50 at any time during the taxable year for which you
are making a regular contribution to your IRA, you may be eligible to make
additional "catch up contributions" of up to $1,000 to your traditional IRA.

SPECIAL RULES FOR SPOUSES. If you are married and file a joint federal income
tax return, you and your spouse may combine your compensation to determine the
amount of regular contributions you are permitted to make to traditional IRAs
(and Roth IRAs discussed below). Even if one spouse has no compensation, or
compensation under $5,000, married individuals filing jointly can contribute up
to $10,000 per year to any combination of traditional IRAs and Roth IRAs. Any
contributions to Roth IRAs reduce the ability to contribute to traditional IRAs
and vice versa. The maximum amount may be less if earned income is less and the
other spouse has made IRA contributions. No more than a combined total of
$5,000 can be contributed annually to either spouse's traditional and Roth
IRAs. Each spouse owns his or her traditional IRAs and Roth IRAs even if the
other spouse funded the contributions. A working spouse age 70-1/2 or over can
contribute up to the lesser of $5,000 or 100% of "earned income" to a
traditional IRA for a nonworking spouse until the year in which the nonworking
spouse reaches age 70-1/2. Catch-up contributions may be made as described above
for spouses who are at least age 50 but under age 70-1/2 at any time during the
taxable year for which the contribution is being made.

DEDUCTIBILITY OF CONTRIBUTIONS. The amount of traditional IRA contributions
that you can deduct for a taxable year depends on whether you are covered by an
employer-sponsored-tax-favored retirement plan, as defined under special
federal income tax rules. Your Form W-2 will indicate whether or not you are
covered by such a retirement plan.

The federal tax rules governing contributions to IRAs made from current
compensation are complex and are subject to numerous technical requirements and
limitations which vary based on an individual's personal situation (including
his/her spouse). IRS Publication 590, "Individual Retirement Arrangements
(IRAs)" which is updated annually and is available at www.irs.gov, contains
pertinent explanations of the rules applicable to the current year. The amount
of permissible contributions to IRAs, the amount of IRA contributions which may
be deductible, and the individual's income limits for determining contributions
and deductions all may be adjusted annually for cost of living.

NONDEDUCTIBLE REGULAR CONTRIBUTIONS. If you are not eligible to deduct part or
all of the traditional IRA contribution, you may still make nondeductible
contributions on which earnings will accumulate on a tax-deferred basis. The
combined deductible and nondeductible contributions to your traditional IRA (or
the nonworking spouse's traditional IRA) may not, however, exceed the maximum
$5,000 per person limit for the applicable taxable year. The dollar limit is
$6,000 for people eligible to make age 50-70-1/2 "catch-up" contributions. You
must keep your own records of deductible and nondeductible contributions in
order to prevent double taxation on the distribution of previously taxed
amounts. See "Withdrawals, payments and transfers of funds out of traditional
IRAs" below.

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

WHEN YOU CAN MAKE REGULAR CONTRIBUTIONS. If you file your tax returns on a
calendar year basis like most taxpayers, you have until the April 15 return
filing deadline (without extensions) of the following calendar year to make
your regular traditional IRA contributions for a tax year. Make sure you
designate the year for which you are making the contribution.

ROLLOVER AND DIRECT TRANSFER CONTRIBUTIONS TO TRADITIONAL IRAS

Rollover contributions may be made to a traditional IRA from these "eligible
retirement plans":

o qualified plans;

o governmental employer 457(b) plans;

o 403(b) plans; and

o other traditional IRAs.

Direct transfer contributions may only be made directly from one traditional
IRA to another.

Any amount contributed to a traditional IRA after you reach age 70-1/2 must be
net of your required minimum distribution for the year in which the rollover or
direct transfer contribution is made.

ROLLOVERS FROM "ELIGIBLE RETIREMENT PLANS" OTHER THAN TRADITIONAL IRAS

Your plan administrator will tell you whether or not your distribution is
eligible to be rolled over. Spousal beneficiaries and spousal alternate payees
under qualified domestic relations orders may roll over funds on the same basis
as the plan participant.

There are two ways to do rollovers:

o Do it yourself:
You actually receive a distribution that can be rolled over and you roll it
over to a traditional IRA within 60 days after the date you receive the
funds. The distribution from your eligible retirement plan will be net of
20% mandatory federal income tax withholding. If you want, you can replace
the withheld funds yourself and roll over the full amount.

o Direct rollover:
You tell the trustee or custodian of the eligible retirement plan to send
the distribution directly to your traditional IRA issuer. Direct rollovers
are not subject to mandatory federal income tax withholding.

All distributions from a qualified plan, 403(b) plan or governmental employer
457(b) plan are eligible rollover distributions, unless the distributions are:

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o "required minimum distributions" after age 70-1/2 or retirement from service
with the employer; or

o substantially equal periodic payments made at least annually for your life
(or life expectancy) or the joint lives (or joint life expectancies) of you
and your designated beneficiary; or

o substantially equal periodic payments made for a specified period of 10 years
or more; or

o hardship withdrawals; or

o corrective distributions that fit specified technical tax rules; or

o loans that are treated as distributions; or

o death benefit payments to a beneficiary who is not your surviving spouse; or

o qualified domestic relations order distributions to a beneficiary who is not
your current spouse or former spouse.

You should discuss with your tax adviser whether you should consider rolling
over funds from one type of tax qualified retirement plan to another, because
the funds will generally be subject to the rules of the recipient plan. For
example, funds in a governmental employer 457(b) plan are not subject to the
additional 10% federal income tax penalty for premature distributions, but they
may become subject to this penalty if you roll the funds to a different type of
eligible retirement plan, such as a traditional IRA, and subsequently take a
premature distribution.

ROLLOVERS OF AFTER-TAX CONTRIBUTIONS FROM ELIGIBLE RETIREMENT PLANS OTHER THAN
TRADITIONAL IRAS

Any non-Roth after-tax contributions you have made to a qualified plan or
403(b) plan (but not a governmental employer 457(b) plan) may be rolled over to
a traditional IRA (either in a direct rollover or a rollover you do yourself).
When the recipient plan is a traditional IRA, you are responsible for
recordkeeping and calculating the taxable amount of any distributions you take
from that traditional IRA. See "Taxation of payments" later in this Prospectus
under "Withdrawals, payments and transfers of funds out of traditional IRAs."
After-tax contributions in a traditional IRA cannot be rolled over from your
traditional IRA into, or back into, a qualified plan, 403(b) plan or
governmental employer 457(b) plan.

ROLLOVERS FROM TRADITIONAL IRAS TO TRADITIONAL IRAS

You may roll over amounts from one traditional IRA to one or more of your other
traditional IRAs if you complete the transaction within 60 days after you
receive the funds. You may make such a rollover only once in every 12-month
period for the same funds. Trustee-to-trustee or custodian-to-custodian direct
transfers are not rollover transactions. You can make these more frequently
than once in every 12-month period.

SPOUSAL ROLLOVERS AND DIVORCE-RELATED DIRECT TRANSFERS

The surviving spouse beneficiary of a deceased individual can roll over funds
from, or directly transfer funds from, the deceased spouse's traditional IRA to
one or more other traditional IRAs. Also, in some cases, traditional IRAs can
be transferred on a tax-free basis between spouses or former spouses as a
result of a court-ordered divorce or separation decree.

EXCESS CONTRIBUTIONS TO TRADITIONAL IRAS

Excess contributions to IRAs are subject to a 6% excise tax for the year in
which made and for each year after until withdrawn. The following are excess
contributions to IRAs:

o regular contributions of more than the maximum regular contribution amount
for the applicable taxable year; or

o regular contributions to a traditional IRA made after you reach age 70-1/2;
or

o rollover contributions of amounts which are not eligible to be rolled over,
for example, minimum distributions required to be made after age 70-1/2.

You can avoid or limit the excise tax by withdrawing an excess contribution
(rollover or regular). See Publication 590 for further details.

RECHARACTERIZATIONS

Amounts that have been contributed as traditional IRA funds may subsequently be
treated as Roth IRA funds. Special federal income tax rules allow you to change
your mind again and have amounts that are subsequently treated as Roth IRA
funds, once again treated as traditional IRA funds. You do this by using the
forms we prescribe. This is referred to as having "recharacterized" your
contribution.

WITHDRAWALS, PAYMENTS AND TRANSFERS OF FUNDS OUT OF TRADITIONAL IRAS

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

TAXATION OF PAYMENTS. Amounts distributed from traditional IRAs are not
subject to federal income tax until you or your beneficiary receive them.
Taxable payments or distributions include withdrawals from your contract,
surrender of your contract and annuity payments from your contract. Death
benefits are also taxable.

We report all payments from traditional IRA contracts on IRS Form 1099-R. You
are responsible for reporting these amounts correctly on your individual income
tax return and keeping supporting records. Except as discussed below, the total
amount of any distribution from a traditional IRA must be included in your
gross income as ordinary income.

If you have ever made nondeductible (after-tax) IRA contributions to any
traditional IRA (it does not have to be to this particular traditional IRA
contract), those contributions are recovered tax-free when you get
distributions from any traditional IRA. It is your responsibility to keep
permanent tax records of all of your nondeductible contributions to traditional
IRAs so that you can correctly report the taxable amount of any distribution on
your own tax return. At the end of any year in which you have received a
distribution from any traditional IRA, you calculate the ratio of your total
nondeductible traditional IRA contributions (less any amounts previously
withdrawn tax free) to the total

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account balances of all traditional IRAs you own at the end of the year plus
all traditional IRA distributions made during the year. Multiply this by all
distributions from the traditional IRA during the year to determine the
nontaxable portion of each distribution.

A distribution from a traditional IRA is not taxable if:

o the amount received is a withdrawal of certain excess contributions, as
described in IRS Publication 590; or

o the entire amount received is rolled over to another traditional IRA or other
eligible retirement plan which agrees to accept the funds. (See "Rollovers
from eligible retirement plans other than traditional IRAs" under "Rollover
and direct transfer contributions to traditional IRAs" earlier in this
section for more information.)

The following are eligible to receive rollovers of distributions from a
traditional IRA: a qualified plan, a 403(b) plan or a governmental employer 457
plan. After-tax contributions in a traditional IRA cannot be rolled from your
traditional IRA into, or back into, a qualified plan, 403(b) plan or
governmental employer 457 plan. Before you decide to roll over a distribution
from a traditional IRA to another eligible retirement plan, you should check
with the administrator of that plan about whether the plan accepts rollovers
and, if so, the types it accepts. You should also check with the administrator
of the receiving plan about any documents required to be completed before it
will accept a rollover.

Distributions from a traditional IRA are not eligible for favorable ten-year
averaging and long-term capital gain treatment available under limited
circumstances for certain distributions from qualified plans. If you might be
eligible for such tax treatment from your qualified plan, you may be able to
preserve such tax treatment even though an eligible rollover from a qualified
plan is temporarily rolled into a "conduit IRA" before being rolled back into a
qualified plan. See your tax adviser.

REQUIRED MINIMUM DISTRIBUTIONS

BACKGROUND ON REGULATIONS -- REQUIRED MINIMUM DISTRIBUTIONS.

Distributions must be made from traditional IRAs according to rules contained
in the Code and Treasury Regulations. Certain provisions of the Treasury
Regulations require that the actuarial present value of additional annuity
contract benefits must be added to the dollar amount credited for purposes of
calculating certain types of required minimum distributions from individual
retirement annuity contracts. For this purpose additional annuity contract
benefits may include, but are not limited to, various guaranteed benefits. This
could increase the amount required to be distributed from the contracts if you
take annual withdrawals instead of annuitizing. Currently we believe that these
provisions would not apply to Protected Capital Strategies(SM) contracts
because of the type of benefits provided under the contracts. However, if you
take annual withdrawals instead of annuitizing, please consult your tax adviser
concerning applicability of these complex rules to your situation.

LIFETIME REQUIRED MINIMUM DISTRIBUTIONS. You must start taking annual
distributions from your traditional IRAs for the year in which you turn age
70-1/2.

WHEN YOU HAVE TO TAKE THE FIRST LIFETIME REQUIRED MINIMUM DISTRIBUTION. The
first required minimum distribution is for the calendar year in which you turn
age 70-1/2. You have the choice to take this first required minimum distribution
during the calendar year you actually reach age 70-1/2, or to delay taking it
until the first three-month period in the next calendar year (January 1 - April
1). Distributions must start no later than your "Required Beginning Date,"
which is April 1st of the calendar year after the calendar year in which you
turn age 70-1/2. If you choose to delay taking the first annual minimum
distribution, then you will have to take two minimum distributions in that year
-- the delayed one for the first year and the one actually for that year. Once
minimum distributions begin, they must be made at some time each year.

HOW YOU CAN CALCULATE REQUIRED MINIMUM DISTRIBUTIONS. There are two approaches
to taking required minimum distributions -- "account-based" or "annuity-based."

ACCOUNT-BASED METHOD. If you choose an account-based method, you divide the
value of your traditional IRA as of December 31st of the past calendar year by
a number corresponding to your age from an IRS table. This gives you the
required minimum distribution amount for that particular IRA for that year. If
your spouse is your sole beneficiary and more than 10 years younger than you,
the dividing number you use may be from another IRS table and may produce a
smaller lifetime required minimum distribution amount. Regardless of the table
used, the required minimum distribution amount will vary each year as the
account value, the actuarial present value of additional annuity contract
benefits, if applicable, and the divisor change. If you initially choose an
account-based method, you may later apply your traditional IRA funds to a life
annuity-based payout with any certain period not exceeding remaining life
expectancy, determined in accordance with IRS tables.

If you choose an account-based method, the RMD amount for your Protected
Capital Strategies(SM) traditional IRA contract is calculated with respect to
your entire interest in the contract, including your allocations to one or more
variable investment options and one or more of the Segments in the Protected
Investment Option.

ANNUITY-BASED METHOD. If you choose an annuity-based method, you do not have to
do annual calculations. You apply the account value to an annuity payout for
your life or the joint lives of you and a designated beneficiary, or for a
period certain not extending beyond applicable life expectancies, determined in
accordance with IRS tables.

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

WILL WE PAY YOU THE ANNUAL AMOUNT EVERY YEAR FROM YOUR TRADITIONAL IRA BASED ON
THE METHOD YOU CHOOSE? We will only pay you automatically if you affirmatively
select an annuity payout option or an account-based withdrawal option such as
our "automatic required minimum distribution (RMD) service." Even if you do not

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enroll in our service, we will calculate the amount of the required minimum
distribution withdrawal for you, if you so request in writing. However, in that
case you will be responsible for asking us to pay the required minimum
distribution withdrawal to you.

Also, the IRS will let you calculate the required minimum distribution for each
traditional IRA that you maintain, using the method that you picked for that
particular IRA. You can add these required minimum distribution amount
calculations together. As long as the total amount you take out every year
satisfies your overall traditional IRA required minimum distribution amount,
you may choose to take your annual required minimum distribution from any one
or more traditional IRAs that you own.

If you are at an age where you are required to take lifetime required minimum
distributions from traditional IRAs you should consider the effect of
allocations to the Protected Investment Option under a Protected Capital
Strategies(SM) traditional IRA contract. You should consider whether you have a
sufficient amount allocated to the Variable Investment Options under this
contract and/or sufficient liquidity under other traditional IRAs that you
maintain in order to satisfy your RMD for this contract without affecting
amounts allocated to the Protected Investment Option under this contract.

WHAT IF YOU TAKE MORE THAN YOU NEED TO FOR ANY YEAR? The required minimum
distribution amount for your traditional IRAs is calculated on a year-by-year
basis. There are no carry-back or carry-forward provisions. Also, you cannot
apply required minimum distribution amounts you take from your qualified plans
to the amounts you have to take from your traditional IRAs and vice versa.

WHAT IF YOU TAKE LESS THAN YOU NEED TO FOR ANY YEAR? Your IRA could be
disqualified, and you could have to pay tax on the entire value. Even if your
IRA is not disqualified, you could have to pay a 50% penalty tax on the
shortfall (required amount for traditional IRAs less amount actually taken). It
is your responsibility to meet the required minimum distribution rules. We will
remind you when our records show that you are within the age group which must
take lifetime required minimum distributions. If you do not select a method
with us, we will assume you are taking your required minimum distribution from
another traditional IRA that you own.

WHAT ARE THE REQUIRED MINIMUM DISTRIBUTION PAYMENTS AFTER YOU DIE? These could
vary depending on whether you die before or after your Required Beginning Date
for lifetime required minimum distribution payments, and the status of your
beneficiary. The following assumes that you have not yet elected an
annuity-based payout at the time of your death. If you elect an annuity-based
payout, payments (if any) after your death must be made at least as rapidly as
when you were alive.

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

If you die before your Required Beginning Date, the rules permit any individual
beneficiary, including a spousal beneficiary, to elect instead to apply the
"5-year rule." Under this rule, instead of annual payments having to be made
beginning with the first in the year following the owner's death, the entire
account must be distributed by the end of the calendar year which contains the
fifth anniversary of the owner's death. No distribution is required before that
fifth year.

SPOUSAL BENEFICIARY. If you die after your Required Beginning Date, and your
death beneficiary is your surviving spouse, your spouse has a number of
choices. Post-death distributions may be made over your spouse's single life
expectancy. Any amounts distributed after that surviving spouse's death are
made over the spouse's life expectancy calculated in the year of his/her death,
reduced by one for each subsequent year. In some circumstances, your surviving
spouse may elect to become the owner of the traditional IRA and halt
distributions until he or she reaches age 70-1/2, or roll over amounts from your
traditional IRA into his/her own traditional IRA or other eligible retirement
plan.

If you die before your Required Beginning Date, and the death beneficiary is
your surviving spouse, the rules permit the spouse to delay starting payments
over his/her life expectancy until the year in which you would have attained
age 70-1/2.

NON-INDIVIDUAL BENEFICIARY. If you die after your Required Beginning Date, and
your death beneficiary is a non-individual, such as the estate, the rules
permit the beneficiary to calculate post-death required minimum distribution
amounts based on the owner's life expectancy in the year of death. HOWEVER,
NOTE THAT WE NEED AN INDIVIDUAL ANNUITANT TO KEEP AN ANNUITY CONTRACT IN FORCE.
IF THE BENEFICIARY IS NOT AN INDIVIDUAL, WE MUST DISTRIBUTE AMOUNTS REMAINING
IN THE ANNUITY CONTRACT AFTER THE DEATH OF THE ANNUITANT.

If you die before your Required Beginning Date for lifetime required minimum
distribution payments, and the death beneficiary is a non-individual, such as
the estate, the rules continue to apply the 5-year rule discussed above under
"Individual beneficiary." PLEASE NOTE THAT WE NEED AN INDIVIDUAL ANNUITANT TO
KEEP AN ANNUITY CONTRACT IN FORCE. IF THE BENEFICIARY IS NOT AN INDIVIDUAL, WE
MUST DISTRIBUTE AMOUNTS REMAINING IN THE ANNUITY CONTRACT AFTER THE DEATH OF
THE ANNUITANT.

SPOUSAL CONTINUATION

If the contract is continued under Spousal continuation, the required minimum
distribution rules are applied as if your surviving spouse is the contract
owner.

PAYMENTS TO A BENEFICIARY AFTER YOUR DEATH

IRA death benefits are taxed the same as IRA distributions.

BORROWING AND LOANS ARE PROHIBITED TRANSACTIONS

You cannot get loans from a traditional IRA. You cannot use a traditional IRA
as collateral for a loan or other obligation. If you borrow against your IRA or
use it as collateral, its tax-favored status will be lost as of the first day
of the tax year in which this prohibited event occurs. If this happens, you
must include the value of the traditional

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IRA in your federal gross income. Also, the early distribution penalty tax of
10% may apply if you have not reached age 59-1/2 before the first day of that
tax year.

EARLY DISTRIBUTION PENALTY TAX

A penalty tax of 10% of the taxable portion of a distribution applies to
distributions from a traditional IRA made before you reach age 59-1/2. Some of
the available exceptions to the pre-age 59-1/2 penalty tax include distributions
made:

o on or after your death; or

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

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

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

o to pay certain first-time home buyer expenses (special federal income tax
definition -- there is a $10,000 lifetime total limit for these distributions
from all your traditional and Roth IRAs); or

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

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

ROTH INDIVIDUAL RETIREMENT ANNUITIES
("ROTH IRAS")

This section of the Prospectus covers some of the special tax rules that apply
to Roth IRAs. If the rules are the same as those that apply to the traditional
IRA, we will refer you to the same topic under "traditional IRAs."

The Protected Capital Strategies(SM) Roth IRA contracts are designed to qualify
as Roth individual retirement annuities under Sections 408A(b) and 408(b) of
the Internal Revenue Code.

CONTRIBUTIONS TO ROTH IRAS

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

o regular after-tax contributions out of earnings; or

o taxable rollover contributions from traditional IRAs or other eligible
retirement plans ("conversion" rollover contributions); or

o tax-free rollover contributions from other Roth individual retirement
arrangements (or designated Roth accounts under defined contribution plans);
or

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

If you use the forms we require, we will also accept traditional IRA funds
which are subsequently recharacterized as Roth IRA funds following special
federal income tax rules.

The initial contribution to purchase this contract must be a rollover or direct
transfer contribution.

REGULAR CONTRIBUTIONS TO ROTH IRAS

LIMITS ON REGULAR CONTRIBUTIONS. The "maximum regular contribution amount" for
any taxable year is the most that can be contributed to all of your IRAs
(traditional and Roth) as regular contributions for the particular taxable
year. The maximum regular contribution amount depends on age, earnings, and
year, among other things. Generally, $5,000 is the maximum amount that you may
contribute to all IRAs (including Roth IRAs). This limit does not apply to
rollover contributions or direct custodian-to-custodian transfers into a Roth
IRA. Any contributions to Roth IRAs reduce the ability to contribute to
traditional IRAs and vice versa. When your earnings are below $5,000, your
earned income or compensation for the year is the most you can contribute. If
you are married and file a joint income tax return, you and your spouse may
combine your compensation to determine the amount of regular contributions you
are permitted to make to Roth IRAs and traditional IRAs. See the discussion
above under "Special rules for spouses" earlier in this section under
traditional IRAs.

If you or your spouse are at least age 50 at any time during the taxable year
for which you are making a regular contribution, you may be eligible to make
additional catch-up contributions of up to $1,000.

With a Roth IRA, you can make regular contributions when you reach 70-1/2, as
long as you have sufficient earnings. The amount of permissible contributions
to Roth IRAs for any year depends on the individual's income limits and marital
status. For example, if you are married and filing separately for any year your
ability to make regular Roth IRA contributions is greatly limited. The amount
of permissible contributions and income limits may be adjusted annually for
cost of living. Please consult IRS Publication 590, "Individual Retirement
Arrangements (IRAs)" for the rules applicable to the current year.

WHEN YOU CAN MAKE CONTRIBUTIONS. Same as traditional IRAs.

DEDUCTIBILITY OF CONTRIBUTIONS. Roth IRA contributions are not tax deductible.

ROLLOVER AND DIRECT TRANSFER CONTRIBUTIONS TO ROTH IRAS

WHAT IS THE DIFFERENCE BETWEEN ROLLOVER AND DIRECT TRANSFER TRANSACTIONS? The
difference between a rollover transaction and a direct transfer transaction is
the following: in a rollover transaction you actually take possession of the
funds rolled over, or are considered to have received them under tax law in the
case of a change from one type of plan to another. In a direct transfer
transaction, you never take possession of the funds, but direct the first Roth
IRA custodian, trustee, or issuer to transfer the first Roth IRA funds directly
to the recipient Roth IRA custodian, trustee or issuer. You can make direct
transfer transactions only between identical plan types (for example, Roth IRA
to Roth IRA). You can also make rollover transactions between identical plan
types. However, you can only make rollovers between different plan types (for
example, traditional IRA to Roth IRA).

You may make rollover contributions to a Roth IRA from these sources only:

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o another Roth IRA;

o a traditional IRA, including a SEP-IRA or SIMPLE IRA (after a two-year
rollover limitation period for SIMPLE IRA funds), in a taxable conversion
rollover ("conversion rollover");

o a "designated Roth contribution account" under a 401(k) plan or a 403(b) plan
(direct or 60-day); or

o from non-Roth accounts under another eligible retirement plan as described
below under "Conversion rollover contributions to Roth IRAs."

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

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

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

CONVERSION ROLLOVER CONTRIBUTIONS TO ROTH IRAS

In a conversion rollover transaction, you withdraw (or are considered to have
withdrawn) all or a portion of funds from a traditional IRA you maintain and
convert it to a Roth IRA within 60 days after you receive (or are considered to
have received) the traditional IRA proceeds. Amounts can also be rolled over
from non-Roth accounts under another eligible retirement plan, including a Code
Section 401(a) qualified plan, a 403(b) plan, and a governmental employer
Section 457(b) plan.

Unlike a rollover from a traditional IRA to another traditional IRA, a
conversion rollover transaction from a traditional IRA or other eligible
retirement plan to a Roth IRA is not tax-free. Instead, the distribution from
the traditional IRA or other eligible retirement plan is generally fully
taxable. If you are converting all or part of a traditional IRA, and you have
ever made nondeductible regular contributions to any traditional IRA -- whether
or not it is the traditional IRA you are converting -- a pro rata portion of
the distribution is tax-free. Even if you are under age 59-1/2, the early
distribution penalty tax does not apply to conversion rollover contributions to
a Roth IRA.

There are special rules for conversion rollovers to Roth IRAs in 2010. Pre-2010
limitations on conversion rollovers to Roth IRAs of pre-tax amounts distributed
from qualified plans, 403(b) plans and governmental employer 457(b) plans (as
well as traditional IRA to Roth IRA conversions) based on income levels and
filing status are removed beginning in 2010. For conversion rollovers or
traditional IRA conversions in 2010 only, the resulting federal income tax can
be paid in two installments in 2011 and 2012.

You cannot make conversion contributions to a Roth IRA to the extent that the
funds in your traditional IRA or other eligible retirement plan are subject to
the lifetime annual required minimum distribution rules.

You cannot convert and reconvert an amount during the same taxable year, or if
later, during the 30-day period following a recharacterization. If you
reconvert during either of these periods, it will be a failed Roth IRA
conversion.

The IRS and Treasury have issued Proposed and Temporary Treasury Regulations
addressing the valuation of annuity contracts funding traditional IRAs in the
conversion to Roth IRAs. Although these Regulations are not clear, they could
require an individual's gross income on the conversion of a traditional IRA to
a Roth IRA to be measured using various actuarial methods and not as if the
annuity contract funding the traditional IRA had been surrendered at the time
of conversion. This could increase the amount of income reported in certain
circumstances.

RECHARACTERIZATIONS

You may be able to treat a contribution made to one type of IRA as having been
made to a different type of IRA. This is called recharacterizing the
contribution.

HOW TO RECHARACTERIZE. To recharacterize a contribution, you generally must
have the contribution transferred from the first IRA (the one to which it was
made) to the second IRA in a deemed trustee-to-trustee transfer. If the
transfer is made by the due date (including extensions) for your tax return for
the year during which the contribution was made, you can elect to treat the
contribution as having been originally made to the second IRA instead of to the
first IRA. It will be treated as having been made to the second IRA on the same
date that it was actually made to the first IRA. You must report the
recharacterization, and must treat the contribution as having been made to the
second IRA, instead of the first IRA, on your tax return for the year during
which the contribution was made.

The contribution will not be treated as having been made to the second IRA
unless the transfer includes any net income allocable to the contribution. You
can take into account any loss on the contribution while it was in the IRA when
calculating the amount that must be transferred. If there was a loss, the net
income you must transfer may be a negative amount.

No deduction is allowed for the contribution to the first IRA and any net
income transferred with the recharacterized contribution is treated as earned
in the second IRA. The contribution will not be treated as having been made to
the second IRA to the extent any deduction was allowed with respect to the
contribution to the first IRA.

For recharacterization purposes, a distribution from a traditional IRA that is
received in one tax year and rolled over into a Roth IRA in the next year, but
still within 60 days of the distribution from the traditional IRA, is treated
as a contribution to the Roth IRA in the year of the distribution from the
traditional IRA.

Roth IRA conversion contributions from a SEP-IRA or SIMPLE IRA can be
recharacterized to a SEP-IRA or SIMPLE IRA (including the original

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SEP-IRA or SIMPLE IRA). You cannot recharacterize back to the original plan a
contribution directly rolled over from an eligible retirement plan which is not
a traditional IRA.

The recharacterization of a contribution is not treated as a rollover for
purposes of the 12-month limitation period described above. This rule applies
even if the contribution would have been treated as a rollover contribution by
the second IRA if it had been made directly to the second IRA rather than as a
result of a recharacterization of a contribution to the first IRA.

To recharacterize a contribution you must use our forms.

WITHDRAWALS, PAYMENTS AND TRANSFERS OF FUNDS OUT OF ROTH IRAS

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

DISTRIBUTIONS FROM ROTH IRAS

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

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

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

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

o Rollovers from a Roth IRA to another Roth IRA;

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

o Qualified distributions from a Roth IRA; and

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

QUALIFIED DISTRIBUTIONS FROM ROTH IRAS

Qualified distributions from Roth IRAs made because of one of the following
four qualifying events or reasons are not includable in income:

o you are age 59-1/2 or older; or

o you die; or

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

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

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

NONQUALIFIED DISTRIBUTIONS FROM ROTH IRAS. Nonqualified distributions from Roth
IRAs are distributions that do not meet both the qualifying event and five-year
aging period tests described above. If you receive such a distribution, part of
it may be taxable. For purposes of determining the correct tax treatment of
distributions (other than the withdrawal of excess contributions and the
earnings on them), there is a set order in which contributions (including
conversion contributions) and earnings are considered to be distributed from
your Roth IRA. The order of distributions is as follows:

(1) Regular contributions

(2) Conversion contributions, on a first-in-first-out basis (generally, total
conversions from the earliest year first). These conversion contributions
are taken into account as follows:

(a) Taxable portion (the amount required to be included in gross income
because of conversion) first, and then the

(b) Nontaxable portion.

(3) Earnings on contributions.

Rollover contributions from other Roth IRAs are disregarded for this purpose.

To determine the taxable amounts distributed, distributions and contributions
are aggregated or grouped and added together as follows:

(1) All distributions made during the year from all Roth IRAs you maintain --
within any custodian or issuer -- are added together.

(2) All regular contributions made during and for the year (contributions made
after the close of the year, but before the due date of your return) are
added together. This total is added to the total undistributed regular
contributions made in prior years.

(3) All conversion contributions made during the year are added together.

Any recharacterized contributions that end up in a Roth IRA are added to the
appropriate contribution group for the year that the original contribution
would have been taken into account if it had been made directly to the Roth
IRA.

Any recharacterized contribution that ends up in an IRA other than a Roth IRA
is disregarded for the purpose of grouping both contributions and
distributions. Any amount withdrawn to correct an excess contribution
(including the earnings withdrawn) is also disregarded for this purpose.

REQUIRED MINIMUM DISTRIBUTIONS

Lifetime minimum distribution requirements do not apply.

REQUIRED MINIMUM DISTRIBUTIONS AT DEATH

Same as traditional IRA under "What are the required minimum distribution
payments after you die?", assuming death before the Required Beginning Date.

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PAYMENTS TO A BENEFICIARY AFTER YOUR DEATH

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

BORROWING AND LOANS ARE PROHIBITED TRANSACTIONS

Same as traditional IRA.

EXCESS CONTRIBUTIONS

Generally the same as traditional IRA, except that regular contributions made
after age 70-1/2 are not "excess contributions."

Excess rollover contributions to Roth IRAs are contributions not eligible to be
rolled over.

You can withdraw or recharacterize any contribution to a Roth IRA before the
due date (including extensions) for filing your federal income tax return for
the tax year. If you do this, you must also withdraw or recharacterize any
earnings attributable to the contribution.

EARLY DISTRIBUTION PENALTY TAX

Same as traditional IRA.

FEDERAL AND STATE INCOME TAX WITHHOLDING AND INFORMATION REPORTING

We must withhold federal income tax from distributions from annuity contracts.
You may be able to elect out of this income tax withholding in some cases.
Generally, we do not have to withhold if your distributions are not taxable.
The rate of withholding will depend on the type of distribution and, in certain
cases, the amount of your distribution. Any income tax withheld is a credit
against your income tax liability. If you do not have sufficient income tax
withheld or do not make sufficient estimated income tax payments, you may incur
penalties under the estimated income tax rules.

You must file your request not to withhold in writing before the payment or
distribution is made. Our processing office will provide forms for this
purpose. You cannot elect out of withholding unless you provide us with your
correct Taxpayer Identification Number and a United States residence address.
You cannot elect out of withholding if we are sending the payment out of the
United States.

You should note the following special situations:

o we might have to withhold and/or report on amounts we pay under a free look
or cancellation.

o we are required to withhold on the gross amount of a distribution from a Roth
IRA to the extent it is reasonable for us to believe that a distribution is
includable in your gross income. This may result in tax being withheld even
though the Roth IRA distribution is ultimately not taxable. You can elect out
of withholding as described below.

Special withholding rules apply to foreign recipients and United States
citizens residing outside the United States. We do not discuss these rules here
in detail. However, we may require additional documentation in the case of
payments made to non-United States persons and United States persons living
abroad prior to processing any requested transaction.

Certain states have indicated that state income tax withholding will also apply
to payments from the contracts made to residents. In some states, you may elect
out of state withholding, even if federal withholding applies. Generally, an
election out of federal withholding will also be considered an election out of
state withholding. If you need more information concerning a particular state
or any required forms, call our processing office at the toll-free number.

FEDERAL INCOME TAX WITHHOLDING ON PERIODIC ANNUITY PAYMENTS

Federal tax rules require payers to withhold differently on '"periodic"' and
'"non-periodic" payments. Payers are to withhold from periodic annuity payments
as if the payments were wages. The annuity contract owner is to specify marital
status and the number of withholding exemptions claimed on an IRS Form W-4P or
similar substitute election form. If the owner does not claim a different
number of withholding exemptions or marital status, the payer is to withhold
assuming that the owner is married and claiming three withholding exemptions.
If the owner does not provide the owner's correct Taxpayer Identification
Number a payer is to withhold from periodic annuity payments as if the owner
were single with no exemptions.

A contract owner's withholding election remains effective unless and until the
owner revokes it. The contract owner may revoke or change a withholding
election at any time.

FEDERAL INCOME TAX WITHHOLDING ON NON-PERIODIC ANNUITY PAYMENTS (WITHDRAWALS)

Non-periodic distributions include partial withdrawals, total surrenders and
death benefits. Payers generally withhold federal income tax at a flat 10% rate
from (i) the taxable amount in the case of nonqualified contracts, and (ii) the
payment amount in the case of traditional IRAs and Roth IRAs, where it is
reasonable to assume an amount is includable in gross income.

IMPACT OF TAXES TO AXA EQUITABLE

The contracts provide that we may charge Separate Account No. 49 for taxes. We
do not now, but may in the future set up reserves for such taxes.

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10. More information

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ABOUT SEPARATE ACCOUNT NO. 49

Each variable investment option is a subaccount of Separate Account No. 49. We
established Separate Account No. 49 in 1996 under special provisions of the New
York Insurance Law. These provisions prevent creditors from any other business
we conduct from reaching the assets we hold in our variable investment options
for owners of our variable annuity contracts. We are the legal owner of all of
the assets in Separate Account No. 49 and may withdraw any amounts that exceed
our reserves and other liabilities with respect to variable investment options
under our contracts. For example, we may withdraw amounts from Separate Account
No. 49 that represent our investments in Separate Account No. 49 or that
represent fees and charges under the contracts that we have earned. Also, we
may, at our sole discretion, invest Separate Account No. 49 assets in any
investment permitted by applicable law. The results of Separate Account No.
49's operations are accounted for without regard to AXA Equitable's other
operations. The amount of some of our obligations under the contracts is based
on the assets in Separate Account No. 49. However, the obligations themselves
are obligations of AXA Equitable.

Separate Account No. 49 is registered under the Investment Company Act of 1940
and is registered and classified under that act as a "unit investment trust."
The SEC, however, does not manage or supervise AXA Equitable or Separate
Account No. 49. Although Separate Account No. 49 is registered, the SEC does
not monitor the activity of Separate Account No. 49 on a daily basis. AXA
Equitable is not required to register, and is not registered, as an investment
company under the Investment Company Act of 1940.

Each subaccount (variable investment option) within Separate Account No. 49
invests solely in Class IA/A or Class IB/B shares issued by the corresponding
Portfolio of its Trust.

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

(1) to add variable investment options to, or to remove variable investment
options from, Separate Account No. 49, or to add other separate accounts;

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

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

(4) to operate Separate Account No. 49 or any variable investment option as a
management investment company under the Investment Company Act of 1940 (in
which case, charges and expenses that otherwise would be assessed against
an underlying mutual fund would be assessed against Separate Account No. 49
or a variable investment option directly);

(5) to deregister Separate Account No. 49 under the Investment Company Act of
1940;

(6) to restrict or eliminate any voting rights as to Separate Account No. 49;
and

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

If the exercise of these rights results in a material change in the underlying
investment of Separate Account No. 49, you will be notified of such exercise,
as required by law.

ABOUT SEPARATE ACCOUNT NO. 68

We hold assets in a "non-unitized" separate account we have established under
the New York Insurance Law to support our obligations under the Protected
Investment Option. The Separate Account provides an additional measure of
assurance that we will make full payment of amounts due under the Protected
Investment Option. Under New York Insurance law, the portion of the separate
account's assets equal to the reserves and other contract liabilities relating
to the contracts are not chargeable with liabilities from any other business we
may conduct. 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
Protected Investment Option, regardless of whether assets supporting the
Protected Investment Option 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 held in the separate account for hedging purposes.

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

ABOUT THE TRUST

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

The Trust does not impose sales charges or "loads" for buying and selling its
shares. All dividends and other distributions on the Trust's shares are
reinvested in full. The Board of Trustees or Board of Directors, as applicable,
of the Trust may establish additional portfolios or eliminate existing
portfolios at any time. More detailed information about the Trust, its
portfolio investment objectives, policies, restric-

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tions, risks, expenses, its Rule 12b-1 Plan relating to its Class IB shares,
and other aspects of its operations, appears in the prospectuses for the Trust,
which generally accompany this Prospectus, or in its SAIs, which are available
upon request.

ABOUT THE GENERAL ACCOUNT

Our general obligations under the contract are supported by AXA Equitable's
general account and are subject to AXA Equitable's claims paying ability.
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. An owner should look to
the financial strength of AXA Equitable for its claims-paying ability. 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 Insurance
Department of the State of New York and to the insurance laws and regulations
of all jurisdictions where we are authorized to do business. 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. Interest in the Protected
Investment Option under the contracts are issued by AXA Equitable and are
registered under the Securities Act of 1933. The contract is a "covered
security" under the federal securities laws.

ABOUT OTHER METHODS OF PAYMENT

WIRE TRANSMITTALS AND ELECTRONIC TRANSACTIONS

We accept initial and subsequent contributions sent by wire to our processing
office by agreement with certain broker-dealers. Such transmittals must be
accompanied by information we require to allocate your contribution. Wire
orders not accompanied by complete information may be retained as described
under "How you can make your contributions" under "Contract features and
benefits" earlier in this Prospectus.

Even if we accept the wire order and essential information, a contract
generally will not be issued until we receive and accept a properly completed
application. In certain cases we may issue a contract based on information
provided through certain broker-dealers with which we have established
electronic facilities. In any such cases, you must sign our Acknowledgement of
Receipt form.

Where we require a signed application, the above procedures do not apply and no
transactions will be permitted until we receive the signed application and have
issued the contract. Where we issue a contract based on information provided
through electronic facilities, we require an Acknowledgement of Receipt Form.
We may also require additional information. Until we receive the
Acknowledgement of Receipt Form, (i.e. withdrawals and surrenders) financial
transactions will not be permitted unless you request them in writing, sign the
request and have it signature guaranteed. After your contract has been issued,
additional contributions may be transmitted by wire.

In general, the transaction date for electronic transmissions is the date on
which we receive at our regular processing office all required information and
the funds due for your contribution. We may also establish same-day electronic
processing facilities with a broker-dealer that has undertaken to pay
contribution amounts on behalf of its customers. In such cases, the transaction
date for properly processed orders is the business day on which the
broker-dealer inputs all required information into its electronic processing
system. You can contact us to find out more about such arrangements.

After your contract has been issued, subsequent contributions may be
transmitted by wire.

DATES AND PRICES AT WHICH CONTRACT EVENTS OCCUR

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

BUSINESS DAY

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

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

- on a non-business day;
- after 4:00 p.m. Eastern Time on a business day; or
- after an early close of regular trading on the NYSE on a business
day.

o If your transaction is set to occur on the same day of the month as the
contract date and that date is the 29th, 30th or 31st of the month, then the
transaction will occur on the 1st day of the next month.

o When a charge is to be deducted on a contract date anniversary that is a
non-business day, we will deduct the charge on the next business day.

o If we have entered into an agreement with your broker-dealer for automated
processing of contributions upon receipt of customer order, your contribution
will be considered received at the time your broker-dealer receives your
contribution and all information needed to process your application, along
with any required documents. Your broker-dealer will then transmit your order
to us in accordance with our processing procedures. However, in such cases,
your broker-dealer is considered a processing office for the purpose of

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receiving the contribution. Such arrangements may apply to initial
contributions, subsequent contributions, or both, and may be commenced or
terminated at any time without prior notice. If required by law, the
"closing time" for such orders will be earlier than 4:00 p.m., Eastern
Time.

CONTRIBUTIONS, TRANSFERS, WITHDRAWALS AND SURRENDERS

o Contributions allocated to the variable investment options or the Segment
Type Holding Accounts are invested at the unit value next determined after
the receipt of the contribution.

o Transfers to or from the variable investment options or the Segment Type
Holding Accounts will be made at the unit value next determined after the
receipt of the transfer request.

o Requests for withdrawals or surrenders from the investment options will be
made at the unit value next determined on the business day that we receive
the information that we require.

ABOUT YOUR VOTING RIGHTS

As the owner of shares of the Trusts we have the right to vote on certain
matters involving the portfolios, such as:

o the election of trustees;

o the formal approval of independent auditors selected for each Trust; or

o any other matters described in the Prospectus for the Trust or requiring a
shareholders' vote under the Investment Company Act of 1940.

We will give contract owners the opportunity to instruct us how to vote the
number of shares attributable to their contracts if a shareholder vote is
taken. If we do not receive instructions in time from all contract owners, we
will vote the shares of a portfolio for which no instructions have been
received in the same proportion as we vote shares of that portfolio for which
we have received instructions. We will also vote any shares that we are
entitled to vote directly because of amounts we have in a portfolio in the same
proportions that contract owners vote.

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

SEPARATE ACCOUNT NO. 49 VOTING RIGHTS

If actions relating to Separate Account No. 49 require contract owner approval,
contract owners will be entitled to one vote for each unit they have in the
variable investment options. Each contract owner who has elected a variable
annuity payout option may cast the number of votes equal to the dollar amount
of reserves we are holding for that annuity in a variable investment option
divided by the annuity unit value for that option. We will cast votes
attributable to any amounts we have in the variable investment options in the
same proportion as votes cast by contract owners.

CHANGES IN APPLICABLE LAW

The voting rights we describe in this Prospectus are created under applicable
federal securities laws. To the extent that those laws or the regulations
published under those laws eliminate the necessity to submit matters for
approval by persons having voting rights in separate accounts of insurance
companies, we reserve the right to proceed in accordance with those laws or
regulations.

STATUTORY COMPLIANCE

We have the right to change your contract without the consent of any other
person in order to comply with any laws and regulations that apply, including
but not limited to changes in the Internal Revenue Code, in Treasury
Regulations or in published rulings of the Internal Revenue Service and in
Department of Labor regulations.

Any change in your contract must be in writing and made by an authorized
officer of AXA Equitable. We will provide notice of any contract change.

The benefits under your contract will not be less than the minimum benefits
required by any state law that applies.

ABOUT LEGAL PROCEEDINGS

AXA Equitable and its affiliates are parties to various legal proceedings. In
our view, none of these proceedings would be considered material with respect
to a contract owner's interest in Separate Account No. 49, nor would any of
these proceedings be likely to have a material adverse effect upon Separate
Account No. 49, our ability to meet our obligations under the contracts, or the
distribution of the contracts.

FINANCIAL STATEMENTS

The financial statements of Separate Account No. 49, as well as the
consolidated financial statements of AXA Equitable, are in the SAI. The
financial statements of AXA Equitable have relevance to the contracts only to
the extent that they bear upon the ability of AXA Equitable to meet its
obligations under the contracts. The SAI is available free of charge. You may
request one by writing to our processing office or calling 1-800-789-7771.

TRANSFERS OF OWNERSHIP, COLLATERAL ASSIGNMENTS, LOANS, AND BORROWING

You can transfer ownership of an NQ contract at any time before annuity
payments begin. We will continue to treat you as the owner until we receive
written notification of any change at our processing office. In some cases, an
assignment or change of ownership may have adverse tax consequences. See "Tax
information" earlier in this Prospectus.

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You cannot assign or transfer ownership of a traditional IRA or Roth IRA
contract except by surrender to us.

You cannot assign your contract as collateral or security for a loan. Loans are
also not available under your contract. For limited transfers of ownership
after the owner's death see "Beneficiary continuation option" in "Payment of
death benefit" earlier in this Prospectus. You may direct the transfer of the
values under your traditional IRA or Roth IRA contract to another similar
arrangement under federal income tax rules. In the case of such a transfer,
which involves a surrender of your contract, we will impose a withdrawal charge
if one applies.

ABOUT CUSTODIAL IRAS

For certain custodial IRA accounts, after your contract has been issued, we may
accept transfer instructions by telephone, mail, facsimile or electronically
from a broker-dealer, provided that we or your broker-dealer have your written
authorization to do so on file. Accordingly, AXA Equitable will rely on the
stated identity of the person placing instructions as authorized to do so on
your behalf. AXA Equitable will not be liable for any claim, loss, liability or
expenses that may arise out of such instructions. AXA Equitable will continue
to rely on this authorization until it receives your written notification at
its processing office that you have withdrawn this authorization. AXA Equitable
may change or terminate telephone or electronic or overnight mail transfer
procedures at any time without prior written notice and restrict facsimile,
internet, telephone and other electronic transfer services because of
disruptive transfer activity.

DISTRIBUTION OF THE CONTRACTS

The contracts 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 49. The
offering of the contracts 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 contracts are sold by financial professionals of AXA Advisors and its
affiliates. The contracts are also sold by financial professionals of both
affiliated and unaffiliated broker-dealers that have entered into selling
agreements with the Distributors ("Selling broker-dealers").

AXA Equitable pays compensation to both Distributors based on contracts sold.

Compensation paid to AXA Advisors is based on contributions made on the
contracts sold through AXA Advisors ("contribution-based compensation") and
will generally not exceed % of total contributions. AXA Advisors, in turn,
may pay a portion of the contribution-based compensation received from AXA
Equitable on the sale of a contract to the AXA Advisors financial professional
and/or Selling broker-dealer making the sale. In some instances, a financial
professional or Selling broker-dealer may elect to receive reduced
contribution-based compensation on a contract in combination with ongoing
annual compensation of up to % of the account value of the contract sold
("asset-based compensation"). Total compensation paid to a financial
professional or a Selling broker-dealer electing to receive both
contribution-based and asset-based compensation could over time exceed the
total compensation that would otherwise be paid on the basis of contributions
alone. The contribution-based and asset-based compensation paid by AXA Advisors
varies among financial professionals and among Selling broker-dealers.

Contribution-based compensation paid by AXA Equitable to AXA Distributors on
sales of AXA Equitable contracts by its Selling broker-dealers will generally
not exceed % of the total contributions made under the contracts. AXA
Distributors, in turn, pays the contribution-based compensation it receives on
the sale of a contract to the Selling broker-dealer making the sale. In some
instances, the Selling broker-dealer may elect to receive reduced
contribution-based compensation on the sale of a contract in combination with
annual asset-based compensation of up to % of contract account value. If a
Selling broker-dealer elects to receive reduced contribution-based compensation
on a contract, the contribution-based compensation which AXA Equitable pays to
AXA Distributors will be reduced by the same amount and AXA Equitable will pay
AXA Distributors asset-based compensation on the contract equal to the
asset-based compensation which AXA Distributors pays to the Selling broker-
dealer. Total compensation paid to a Selling broker-dealer electing to receive
both contribution-based and asset-based compensation could over time exceed the
total compensation that would otherwise be paid on the basis of contributions
alone. The contribution-based and asset-based compensation paid by AXA
Distributors varies among Selling broker-dealers. AXA Distributors also
receives compensation and reimbursement for its marketing services under the
terms of its distribution agreement with AXA Equitable.

The Distributors may pay certain affiliated and/or unaffiliated Selling
broker-dealers and other financial intermediaries additional compensation in
recognition of certain expenses that may be incurred by them or on their
behalf. The Distributors may also pay certain 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 and/or Protected Capital Strategies(SM) 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; conferences; and/or other support services,
including some that may benefit the contract owner. Payments may be based on
the amount of assets or purchase payments attributable to contracts sold
through a Selling broker-dealer or such payments may be a fixed amount. The
Distributors may also make fixed payments to Selling broker-dealers in
connection with the initiation of a new relationship or the introduction of a
new product. These payments may serve as an incentive for Selling
broker-dealers to promote the sale of particular products. Additionally, as an
incentive for financial professionals of Selling

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broker-dealers to promote the sale of AXA Equitable products, the Distributors
may increase the sales compensation paid to the Selling broker-dealer for a
period of time (commonly referred to as "compensation enhancements"). Marketing
allowances and sales incentives are made out of the Distributors' assets. Not
all Selling broker-dealers receive these kinds of payments. For more
information about any such arrangements, ask your financial professional.

The Distributors receive 12b-1 fees from certain portfolios for providing
certain distribution and/or shareholder support services. The Distributors or
their affiliates may also receive payments from the advisers of the portfolios
or their affiliates to help defray expenses for sales meetings or seminar
sponsorships that may relate to the contracts and/or the advisers' respective
portfolios.

In an effort to promote the sale of our products, AXA Advisors may provide its
financial professionals and managerial personnel with a higher percentage of
sales commissions and/or cash compensation for the sale of an affiliated
variable product than it would the sale of an unaffiliated product. Such
practice is known as providing "differential compensation." In addition,
managerial personnel may receive expense reimbursements, marketing allowances
and commission-based payments known as "overrides." Certain components of the
compensation of financial professionals who are managers are based on the sale
of affiliated variable products. Managers earn higher compensation (and credits
toward awards and bonuses) if those they manage sell more affiliated variable
products. AXA Advisors may provide other forms of compensation to its financial
professionals, including health and retirement benefits. For tax reasons, AXA
Advisors financial professionals qualify for health and retirement benefits
based solely on their sales of our affiliated products.

These payments and differential compensation (together, the "payments") can
vary in amount based on the applicable product and/or entity or individual
involved. As with any incentive, such payments may cause the financial
professional to show preference in recommending the purchase or sale of AXA
Equitable products. However, under applicable rules of FINRA, AXA Advisors may
only recommend to you products that they reasonably believe are suitable for
you based on facts that you have disclosed as to your other security holdings,
financial situation and needs. In making any recommendation, financial
professionals of AXA Advisors may nonetheless face conflicts of interest
because of the differences in compensation from one product category to
another, and because of differences in compensation between products in the
same category.

In addition, AXA Advisors may offer sales incentive programs to financial
professionals who meet specified production levels for the sale of both
affiliated and unaffiliated products which provide non-cash compensation such
as stock options awards and/or stock appreciation rights, expense-paid trips,
expense-paid educational seminars and merchandise.

Although AXA Equitable takes all of its costs into account in establishing the
level of fees and expenses in its products, any contribution-based and
asset-based compensation paid by AXA Equitable to the Distributors will not
result in any separate charge to you under your contract. All payments made
will be in compliance with all applicable FINRA rules and other laws and
regulations.

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11. Incorporation of certain documents by reference

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

AXA Equitable's Annual Report on Form 10-K for the period ended December
(the "Annual Report") and for the periods ended March , June
and September and are considered to be part of this
Prospectus because they are 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 Protected Investment Option
(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-equitable.com.

58 Incorporation of certain documents by reference

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Appendix I: State contract availability and/or variations of certain features
and benefits

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The following information is a summary of the states where the Protected
Capital Strategies(SM) contracts or certain features and/or benefits are either
not available as of the date of this Prospectus or vary from the contract's
features and benefits as previously described in this Prospectus. Certain
features and/or benefits may have been approved in your state after your
contract was issued and cannot be added. Please contact your financial
professional for more information about availability in your state.

STATES WHERE CERTAIN PROTECTED CAPITAL STRATEGIES(SM) FEATURES AND/OR BENEFITS
ARE NOT AVAILABLE OR VARY:

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STATE FEATURES AND BENEFITS AVAILABILITY OR VARIATION
---------------------------------------------------------------------------------------------------------------------------------

CALIFORNIA See "Contract features and benefits"--"Your If you reside in the state of California and you are age
right to cancel within a certain number of days" 60 or older at the time the contract is issued, you may
return your variable annuity contract within 30 days
from the date that you receive it and receive a refund
as described below.

If you allocate your entire initial contribution to the
EQ/Money Market option, the amount of your refund will
be equal to your contribution, unless you make a
transfer, in which case the amount of your refund will
be equal to your account value on the date we receive
your request to cancel at our processing office. This
amount could be less than your initial contribution. If
you allocate any portion of your initial contribution
to the variable investment options (other than the
EQ/Money Market option), your refund will be equal to
your account value on the date we receive your request
to cancel at our processing office.

"RETURN OF CONTRIBUTION" FREE LOOK TREATMENT AVAILABLE
THROUGH CERTAIN SELLING BROKERS-DEALERS

Certain selling broker-dealers offer an allocation
method designed to preserve your right to a return of
your contributions during the free look period. At the
time of application, you will instruct your financial
professional as to how your initial contribution and any
subsequent contributions should be treated for the
purpose of maintaining your free look right under the
contract. Please consult your financial professional to
learn more about the availability of "return of
contribution" free look treatment.

If you choose "return of contribution" free look
treatment of your contract, we will allocate your entire
contribution and any subse- quent contributions made
during the 40 day period following the Contract Date, to
the EQ/Money Market investment option. In the event you
choose to exercise your free look right under the con-
tract, you will receive a refund equal to your
contributions.

If you choose the "return of contribution" free look
treatment and your contract is still in effect on the
40th day (or next business day) following the Contract
Date, we will automatically reallocate your account
value to the investment options chosen on your applica-
tion.

Any transfers made prior to the expiration of the 30 day
free look will terminate your right to "return of
contribution" treatment in the event you choose to
exercise your free look right under the contract. Any
transfer made prior to the 40th day following the
Contract Date will cancel the automatic reallocation on
the 40th day (or next business day) following the
Contract Date described above. If you do not want AXA
Equitable to perform this scheduled one-time
reallocation, you must call one of our customer service
representatives at 1 (800) 789-7771 before the 40th day
following the Contract Date to cancel.
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Appendix I: State contract availability and/or
variations of certain features and benefits A-1

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FLORIDA See "How you can purchase and contribute to In the third paragraph of this section item (i) now
your contract" in "Contract features and ben- reads: "(i) contributions under a Protected Capital
efits" Strategies(SM) contract would then total more than
$1,500,000:" and item (ii) regarding the $2,500,000
limitation on contributions is deleted. The remainder of
this section is unchanged.

See "Selecting an annuity payout option" under The following sentence replaces the first sentence of
"Your annuity payout options" in "Accessing your the second paragraph in this section
money"
You can choose the date annuity payments are to begin,
but it may not be earlier than twelve months from the
contract date.
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IDAHO See "Your right to cancel within a certain number If you reside in the state of Idaho, you may return your
of days" in "Contract features and benefits" contract within 20 days from the date that you receive
it and receive a refund of your initial contribution.
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ILLINOIS See "Selecting an annuity payout option" under The following sentence replaces the first sentence of
"Your annuity payout options" in "Accessing your the second paragraph in this section.
money"
You can choose the date annuity payments are to begin
but it may not be earlier than twelve months from your
contract date.
---------------------------------------------------------------------------------------------------------------------------------
IOWA The Gold Index and the Oil Index are not available.
---------------------------------------------------------------------------------------------------------------------------------
MARYLAND See "Your annuity payout options" in "Accessing The table of guaranteed annuity payments cannot be
your money" changed after contract issue.
---------------------------------------------------------------------------------------------------------------------------------
MASSACHUSETTS See "Disability, terminal illness or confinement This section is deleted in its entirety.
to nursing home" under "Withdrawal charge" in
"Charges and expenses" (For Series B contracts
only)
---------------------------------------------------------------------------------------------------------------------------------
MINNESOTA See "Your right to cancel within a certain number If you reside in the state of Minnesota at the time the
of days" in "Contract features and benefits" contract is issued, you may return your contract within
10 days from the date that you receive a refund equal to
the sum of (a) the difference between the contributions
made and the amounts allocated to any investment option
and (b) the account value in any investment option on
the date your contract is received by our processing
office or your financial professional. Such amount will
be paid within 10 days after we receive notice of
cancellation and the contract.
---------------------------------------------------------------------------------------------------------------------------------
NEW HAMPSHIRE See "Charges and Expenses -- Disability, termi- Waiver (iii) regarding the definition of a nursing home
nal illness, or confinement to a nursing home" is deleted, and replaced with the following:
(For Series B contracts only)
You are confined to a nursing home for more than 90 days
(or such other period, as required in your state) as
verified by a licensed physician. A nursing home for
this purpose means one that is (a) a provider of skilled
nursing care service, or qualified to receive approval
of Medicare benefits, or (b) operated pursuant to law as
a skilled nursing home by the state or territory in
which it is located (it must be within the United
States, Puerto Rico, U.S Virgin Islands, or Guam) and
meets all of the following

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

A-2 Appendix I: State contract availability and/or variations of certain
features and benefits

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e-delivery today at www.axa-equitable.com/green

NORTH DAKOTA See "Your right to cancel within a certain number To exercise your cancellation right, you must return
of days" in "Contract features and benefits" the certificate directly to our processing office
within 20 days after you receive it.
---------------------------------------------------------------------------------------------------------------------------------
PENNSYLVANIA Contributions Your contract refers to contributions as premiums.

See "Disability, terminal illness or confinement to The Withdrawal Charge Waiver does not apply during
nursing home" in "Charges and expenses" (For the first 12 months of the contract with respect to
Series B contracts only) the Social Security Disability Waiver, the Six Month
Life Expectancy Waiver, or if the owner is confined
to a nursing home during such period.

Required disclosure for Pennsylvania customers Any person who knowingly and with intent to defraud
any insurance company or other person files an
application for insurance or statement of claim
containing any materially false information or
conceals for the purpose of misleading, information
concerning any fact material thereto commits a
fraudulent insurance act, which is a crime and
subjects such person to criminal and civil
penalties.
---------------------------------------------------------------------------------------------------------------------------------
PUERTO RICO Beneficiary continuation option (IRA) Not Available

IRA and Roth IRA Available for direct rollovers from U.S. source
401(a) plans and direct transfers from the same type
of U.S. source IRAs.

See "Purchase considerations for a charitable We do not offer Protected Capital Strategies(SM)
remainder trusts" under "Owner and annuitant contracts to charitable remainder trusts in Puerto
requirements" in "Contract features and ben- Rico.
efits"

See "Taxation of nonqualified annuities" in "Tax There are special rules for nonqualified contracts
information" issued in Puerto Rico.

Income from NQ contracts we issue is U.S. source. A
Puerto Rico resident is subject to U.S. taxation on
such U.S. source income. Only Puerto Rico source
income of Puerto Rico residents is excludable from
U.S. taxation. Income from NQ contracts is also
subject to Puerto Rico tax. The calculation of the
taxable portion of amounts distributed from a
contract may differ in the two jurisdictions.
Therefore, you might have to file both U.S. and
Puerto Rico tax returns, showing different amounts
of income from the contract for each tax return.
Puerto Rico generally provides a credit against
Puerto Rico tax for U.S. tax paid. Depending on your
personal situation and the timing of the different
tax liabilities, you may not be able to take full
advantage of this credit.
---------------------------------------------------------------------------------------------------------------------------------
RHODE ISLAND See "Your right to cancel within a certain number If you reside in the state of Rhode Island at the
of days" in "Contract features and benefits" time the contract is issued, you may return your
contract within 20 days from the date that you
receive it and receive a refund of your
contribution.
---------------------------------------------------------------------------------------------------------------------------------
TEXAS See "How you can purchase and contribute to The $2,500,000 limitation on the sum of all
your contract" in "Contract features and ben- contributions under all AXA Equitable annuity
efits" accumulation contracts with the same owner or
annuitant does not apply.

See "Disability, terminal illness or confinement to There is no 12 month waiting period following a
nursing home" in "Charges and expenses" (For contribution for the Six Month Life Expectancy
Series B contracts only) Waiver. The withdrawal charge can be waived even if
the condition begins within 12 months of the
remittance of the contribution.
---------------------------------------------------------------------------------------------------------------------------------

Appendix I: State contract availability and/or
variations of certain features and benefits A-3

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WASHINGTON See "Income Manager(R) payout options" under The Income Manager(R) payout options are not
"Your annuity payout options" in "Accessing your available. All references to the Income Manager(R)
money" payout options throughout this Prospectus should be
disregarded.

See "10% free withdrawal amount" under The 10% free withdrawal amount applies to full
"Withdrawal charge" in "Charges and expenses" surrenders.

See "Disability, terminal illness, or confinement to The owner (or older joint owner, if applicable) has
nursing home" in "Charges and expenses" (For qualified to receive Social Security disability
Series B contracts only) benefits as certified by the Social Security
Administration or a statement from an independent
U.S. licensed physician stating that the owner (or
older joint owner, if applicable) meets the
definition of total disability for at least 6
continuous months prior to the notice of claim. Such
disability must be re-certified every 12 months.
---------------------------------------------------------------------------------------------------------------------------------

A-4 Appendix I: State contract availability and/or variations of certain
features and benefits

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Appendix II: Segment Interim Value

--------------------------------------------------------------------------------
We calculate the Segment Interim Value for each Segment on each business day
between the Segment Start Date and Segment Maturity Date. The calculation is
based on a formula that is designed to estimate the fair value on the
particular interim date of our obligation to credit the Segment Maturity Value
to your contract on the Segment Maturity Date. The formula we use refers to
investments in fixed instruments and derivatives (put and call options). We may
hold such investments in relation to Segments but are not required to do so;
you have no interest in the performance of any of our investments relating to
Segments. The formula also includes an adjustment relating to the Performance
Cap Calculation, which was performed assuming that the Segment would continue
until the Segment Maturity Date. This Appendix II sets forth the actual
calculation formula, an overview of the purposes and impacts of the
calculation, and detailed descriptions of the specific inputs into the
calculation. Finally, Appendix II includes examples of calculations of Segment
Interim Values under various hypothetical situations.

CALCULATION FORMULA

Your Segment Interim Value is equal to the lesser of (A) or (B).

(A) equals the sum of the following three items:

(1) Fair Value of Fixed Instruments; plus

(2) Fair Value of Derivatives; plus

(3) Cap Calculation Factor.

(B) equals the Segment Investment multiplied by (1 + Pro Rata Share of the
Performance Cap Rate).

OVERVIEW OF THE PURPOSES AND IMPACTS OF THE CALCULATION

The Segment Interim Value formula includes an element designed to compensate us
for the risk that we may have to pay out account value related to a Segment
before the Segment Maturity Date. We assume that risk so that we can provide a
withdrawal option from a Segment prior to the Segment Maturity Date. That risk
is covered by the calculation item (1) above, Fair Value of Fixed Instruments.
We accomplish this estimate by calculating the present value of the Segment
Investment using a risk-free swap rate widely used in derivative markets.

The calculation is also based in part on the adjustments to Index performance
included in the Segment Maturity Value provided by the Segment Buffer (which
protects you from a drop in the relevant Index up to the designated Segment
Buffer) in return for the Performance Cap Rate (which limits your participation
in possible gains in the relevant Index in excess of the Performance Cap Rate).
This part of the calculation is accomplished by the calculation item (2) above,
Fair Value of Derivatives. The Fair Value of Derivatives item uses put and call
options that are designated for each Segment to estimate the market value, at
the time the Segment Interim Value is calculated, of the risk of loss and the
possibility of gain at the end of the Segment. Including this estimate in the
Segment Interim Value provides a treatment of account value in the Segment that
is designed to be consistent with the determination of Segment Maturity Value.

The Fair Value of Derivatives item uses the following three different options,
which are designated for each Segment and are described in more detail later in
this Appendix II:

At-the-Money Call Option and Out-of-the-Money Call Option. The market value,
at the time the Segment Interim Value is determined, of the possibility of
gain at the end of a the Segment as limited by the Performance Cap Rate is
estimated by calculating the net of the At-the-Money Call Option and the
Out-of-the-Money Call Option.

Out-of-the-Money Put Option. The market value, at the time the Segment
Interim Value is determined, of the risk of loss at the end of the Segment is
estimated by the Out-of-the-Money Put Option. It is important to note that
this value will almost always reduce the principal you receive, even where
the Index is higher at the time of the withdrawal than at the time of the
original investment. This is because the risk that the Index could have been
lower at the end of a Segment is present to some extent whether or not the
Index has increased at the earlier point in time that the Segment Interim
Value is calculated.

In setting the Performance Cap Rate, we take into account that we incur
expenses in connection with a contract, including insurance and administrative
expenses. The Segment Interim Value formula includes item (3) above, the Cap
Calculation Factor, which is designed to reflect the fact that we will not
incur those expenses for the entire duration of the Segment if you withdraw
your investment prior to the Segment Maturity Date. Therefore, the Cap
Calculation Factor is always positive and declines during the course of the
Segment.

The formula provides that the Segment Interim Value is never greater than (B)
above, which is the portion of the Performance Cap Rate corresponding to the
portion of the Segment Duration that has elapsed. This limitation is imposed to
discourage owners from withdrawing from a Segment before the Segment Maturity
Date where there may have been significant increases in the relevant Index
early in the Segment Duration. The Segments are designed on the understanding
that an owner will obtain the full Segment Maturity Value only on the Segment
Maturity Date.

Appendix II: Segment Interim Value B-1

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DETAILED DESCRIPTIONS OF SPECIFIC INPUTS TO THE CALCULATION

(A)(1) FAIR VALUE OF FIXED INSTRUMENTS. The Fixed Instrument Fair Value in a
Segment is based on the swap rate associated with the Segment's remaining time
to maturity. Swap rates are the risk-free rates widely used in derivative
markets. The Fixed Instrument Fair Value is defined as its present value, as
expressed in the following formula:

(Segment Investment)/(1 + fixed rate)(time to maturity)

The time to maturity is expressed as a fraction, in which the numerator is the
number of days remaining in the Segment Duration and the denominator is the
average number of days in each year of the Segment Duration for that Segment.

(A)(2) FAIR VALUE OF DERIVATIVES. We utilize a fair market value methodology to
determine the Fair Value of Derivatives.

For each Segment, we designate three options, each of which is tied to the
performance of the Index underlying the Segment in which you are invested: (1)
the At-the-Money Call Option, (2) the Out-of-the-Money Call Option and (3) the
Out-of-the-Money Put Option. 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. In a call option on an
index, the seller will pay the buyer, at the maturity of the option, the
difference between the underlying index closing price and the strike price, in
the event that the closing price is above the strike price. More information
about the three designated options is set forth below:

(1) At-the-Money Call Option: This is an option to buy a position in the
relevant Index equal to the Segment Investment on the scheduled Seg ment
Maturity Date, at the price of the Index on the Segment Start Date. At any
time during the Segment Duration, the fair value of the At-the-Money Call
Option represents the market value of the potential to receive an amount in
excess of the Segment Investment on the Segment Maturity Date equal to the
percentage growth in the Index between the Segment Start Date and the
Segment Maturity Date, multiplied by the Segment Investment.

(2) Out-of-the-Money Call Option: This is an option to buy a position in the
relevant Index equal to the Segment Investment on the scheduled Segment
Maturity Date, at the price of the Index on the Segment Start Date
increased by a percentage equal to the Performance Cap Rate. At any time
during the Segment Duration, the fair value of the Out-of-the-Money Call
Option represents the market value of the potential to receive an amount in
excess of the Segment Investment equal to the percentage growth in the
Index between the Segment Start Date and the Segment Maturity Date in
excess of the Performance Cap Rate, multiplied by the Segment Investment.

(3) Out-of-the-Money Put Option: This is an option to sell a position in the
relevant Index equal to the Segment Investment on the scheduled Segment
Maturity Date, at the price of the Index on the Segment Start Date
decreased by a percentage equal to the Segment Buffer. At any time during
the Segment Duration, the fair value of the Out-of-the-Money Put Option
represents the market value of the potential to receive an amount equal to
the excess of the negative return of the Index between the Segment Start
Date and the Segment Maturity Date beyond the Segment Buffer, multiplied by
the Segment Investment.

The Fair Value of Derivatives is equal to (1) minus (2) minus (3), as defined
above.

We determine the fair value of each of the three designated options using the
Black Scholes model for valuing a European option on the Index, assuming a
continuous dividend yield or net convenience value, with inputs that are
consistent with current market prices. Each option has a notional value on the
Segment Start Date equal to the Segment Investment on that date. The notional
value is the price of the underlying Index at the inception of the contract. In
the event that a number of options, or a fractional number of options was
purchased, the notional value would be the number of options multiplied by the
price of the Index at inception.

For Securities Indices, we use the following inputs to the Black Scholes model:

(1) Implied Volatility of the Index -- This input varies with (i) how much
time remains until the Segment Maturity Date of the Segment, which is
determined by using an expiration date for the designated option that
corresponds to that time remaining and (ii) the relationship between
the strike price of that option and the level of the Index at the time
of the calculation.

This relationship is referred to as the "moneyness" of the option
described above, and is calculated as the ratio of current price to
the strike price. Direct market data for these inputs for any given
early distribution are generally not available, because 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
Segment Maturity Date and moneyness of the designated option that we
use for purposes of the calculation.

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 options. Specifically, implied
volatility quotes are obtained for options with the closest maturities
above and below the actual time remaining in the Segment at the time
of the calculation and, for each maturity, for those options having
the closest moneyness value above and below the actual moneyness of
the designated option, given the level of the Index at the time of the
calculation. In calculating the Segment Interim Value, 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:

B-2 Appendix II: Segment Interim Value

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

(b) We then determine the implied volatility of an option that has
the same moneyness as the designated 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 options having
the times to maturity that are above and below the moneyness
value of the designated 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) Swap Rate -- Key duration Swap rates are retrieved from a recognized
financial reporting vendor. Swap rates are retrieved for maturities
adjacent to the actual time remaining in the Segment at the time of
the early distribution. We use linear interpolation to derive the
exact remaining duration rate needed as the input.

(3) Index Dividend Yield -- On a daily basis, we obtain 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.

For Commodities Indices, we also use the first two inputs listed above (Implied
Volatility of the Index and Swap Rate), but for the third input, instead of
using the Index Dividend Yield, we use the Net Convenience Value of storing the
commodity:

(3) Net Convenience Value - On a daily basis, we obtain the net
convenience value for the commodity underlying the Index. This value
is a widely used assumption and is readily available from recognized
financial reporting vendors.

Generally, a put option has an inverse relationship with its underlying Index,
while a call option has a direct relationship. In addition to the inputs
discussed above, the Fair Value of Derivatives is also affected by the time to
the Segment Maturity Date.

(A)(3) CAP CALCULATION FACTOR. In setting the Performance Cap Rate, we take
into account that we incur expenses in connection with a contract, including
insurance and administrative expenses. In particular, if there were no such
expenses, the Performance Cap Rate might have been greater. If you withdraw
account value prior to the Segment Maturity Date, we will not incur expenses
for the entire duration of the Segment. If you withdraw your investment prior
to the Segment Maturity Date, we provide a positive adjustment as part of the
calculation of Segment Interim Value, which we call the Cap Calculation Factor.
The Cap Calculation Factor is a portion of the estimate annual expenses that we
used in calculating the Performance Cap Rate, which is approximately 1.80% of
the Segment Investment for Series B contracts and approximately 1.20% of the
Segment Investment for Series ADV contracts. The calculation includes not only
anticipated expenses, but an element of profit as well. The Cap Calculation
Factor is a percentage of the estimated expenses corresponding to the portion
of the Segment Duration that has not elapsed. For example, if we estimated
expenses for a one year Segment at $10, then at the end of 146 days (with 219
days remaining in the Segment), the Cap Calculation Factor would be $6, because
$10 x 219/365 (60%) = $6. The Cap Calculation Factor is not used at the time we
calculate your Segment Maturity Value. Instead, for any Segment held to its
Segment Maturity Date, the values are provided by the contractual guarantees
based on Index performance as adjusted by the Performance Cap Rate and the
Segment Buffer. A Segment is not a variable investment option with an
underlying portfolio, and therefore the percentages we use in setting the
performance caps do not reflect a daily charge against assets held on your
behalf in a separate account.

(B) PRO RATA SHARE OF PERFORMANCE CAP RATE. In setting the Performance Cap
Rate, we assume that you are going to hold the Segment for the entire Segment
Duration. If you hold a Segment until its Segment Maturity Date, the Segment
Return will be calculated subject to the Performance Cap Rate. Prior to the
Segment Maturity Date, your Segment Interim Value will be limited by the
portion of the Performance Cap Rate corresponding to the portion of the Segment
Duration that has elapsed. For example, if the Performance Cap Rate for a
one-year Segment is 10%, then at the end of 146 days, the Pro Rata Share of the
Performance Cap Rate would be 4%, because 10% x 146/365 = 4%; as a result, the
Interim Value at the end of the 146 days could not exceed 104% of the Segment
Investment.

EXAMPLES

On the following pages are hypothetical examples of how the Segment Interim
Value would be calculated for three different Segments. On the first page,
Segments 1, 2 and 3 all have the same Index and Segment Start Date, but have
different Segment Durations. The Segments are each shown on the same date,
approximately 8-1/2 months after the Segment Start Date. On the second page,
Segments 2 and 3 are valued again, but this time on later dates, with
approximately 3-1/2 months remaining until their respective Segment Maturity
Dates.

Appendix II: Segment Interim Value B-3

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EXAMPLE OF SEGMENT INTERIM VALUE

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ITEM SEGMENT 1 SEGMENT 2 SEGMENT 3
------------------------------------------------------------------------------------------------------------------------------------

Segment Start Date January 15, Calendar Year Y January 15, Calendar Year Y January 15, Calendar Year Y
Segment Duration 1 year 3 years 5 years
Segment Maturity Date January 14, Calendar Year January 15, Calendar Year January 15, Calendar Year
Y+1 Y + 3 Y + 5
Valuation Date October 1, Calendar Year Y October 1, Calendar Year Y October 1, Calendar Year Y
Segment Investment $1,000 $1,000 $1,000
Segment Buffer -10% -20% -30%
Performance Cap Rate 11% 19% 35%
Time to Maturity 0.288 2.290 4.290
------------------------------------------------------------------------------------------------------------------------------------

ASSUMING THE CHANGE IN THE INDEX VALUE IS -40% (FOR EXAMPLE FROM 100.00 TO
60.00)

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

Fair Value of Hypothetical Fixed Instrument 999.24 971.31 905.58
Fair Value of Hypothetical Derivatives (302.76) (234.48) (158.69)
Cap Calculation Factor 5.19 41.22 77.23
Sum of Above 701.68 778.05 824.12
Segment Investment Multiplied by prorated
Performance Cap Rate 1,078.36 1,134.95 1,248.36
Segment Interim Value 701.68 778.05 824.12
------------------------------------------------------------------------------------------------------------------------------------

ASSUMING THE CHANGE IN THE INDEX VALUE IS -10% (FOR EXAMPLE FROM 100.00 TO
90.00)

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

Fair Value of Hypothetical Fixed Instrument 999.24 971.31 905.58
Fair Value of Hypothetical Derivatives (43.81) (61.28) (19.70)
Cap Calculation Factor 5.19 41.22 77.23
Sum of Above 960.63 951.24 963.11
Segment Investment Multiplied by prorated
Performance Cap Rate 1,078.36 1,134.95 1,248.36
Segment Interim Value 960.63 951.24 963.11
------------------------------------------------------------------------------------------------------------------------------------

ASSUMING THE CHANGE IN THE INDEX VALUE IS +10% (FOR EXAMPLE FROM 100.00 TO
110.00)

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

Fair Value of Hypothetical Fixed Instrument 999.24 971.31 905.58
Fair Value of Hypothetical Derivatives 53.36 15.41 49.73
Cap Calculation Factor 5.19 41.22 77.23
Sum of Above 1,057.80 1,027.94 1,032.54
Segment Investment Multiplied by prorated
Performance Cap Rate 1,078.36 1,134.95 1,248.36
Segment Interim Value 1,057.80 1,027.94 1,032.54
------------------------------------------------------------------------------------------------------------------------------------

ASSUMING THE CHANGE IN THE INDEX VALUE IS +40% (FOR EXAMPLE FROM 100.00 TO
140.00)

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

Fair Value of Hypothetical Fixed
Instrument 999.24 971.31 905.58
Fair Value of Hypothetical Derivatives 105.69 91.01 129.03
Cap Calculation Factor 5.19 41.22 77.23
Sum of Above 1,110.13 1,103.54 1,111.84
Segment Investment Multiplied by prorated
Performance Cap Rate 1,078.36 1,134.95 1,248.36
Segment Interim Value 1,078.36 1,103.54 1,111.84
------------------------------------------------------------------------------------------------------------------------------------

The input values to the Black Scholes model that have been utilized to generate
the hypothetical examples above are as follows:

(1) Implied volatility of 25% for the at-the-money call option and 27% for the
out-of-the-money call and out-of-the-money put options

(2) Swap rate corresponding to remainder of segment term is 0.26% (1-year),
1.28% (3-year) and 2.34% (5-year) annually

(3) Index dividend yield is 1.95% annually.

B-4 Appendix II: Segment Interim Value

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EXAMPLE OF SEGMENT INTERIM VALUE

------------------------------------------------------------------------------------------------------------------------------------
ITEM SEGMENT 2 SEGMENT 3
------------------------------------------------------------------------------------------------------------------------------------

Segment Start Date January 15, Calendar Year Y January 15, Calendar Year Y
Segment Duration 3 years 5 years
Segment Maturity Date January 15, Calendar Year Y + 3 January 15, Calendar Year Y + 5
Valuation Date October 1, Calendar Year Y + 2 October 1, Calendar Year Y + 4
Segment Investment $1,000 $1,000
Segment Buffer -20% -30%
Performance Cap Rate 19% 35%
Time to Maturity 0.288 0.288
------------------------------------------------------------------------------------------------------------------------------------

ASSUMING THE CHANGE IN THE INDEX VALUE IS -40% (FOR EXAMPLE FROM 100.00 TO
60.00)

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

Fair Value of Hypothetical Fixed Instrument 999.25 999.25
Fair Value of Hypothetical Derivatives (203.56) (109.27)
Cap Calculation Factor 5.18 5.18
Sum of Above 800.87 895.16
Segment Investment Multiplied by prorated
Performance Cap Rate 1,515.29 2,649.32
Segment Interim Value 800.87 895.16
------------------------------------------------------------------------------------------------------------------------------------

ASSUMING THE CHANGE IN THE INDEX VALUE IS -10% (FOR EXAMPLE FROM 100.00 TO
90.00)

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

Fair Value of Hypothetical Fixed Instrument 999.25 999.25
Fair Value of Hypothetical Derivatives (2.00) 12.45
Cap Calculation Factor 5.18 5.18
Sum of Above 1,002.43 1,016.88
Segment Investment Multiplied by prorated
Performance Cap Rate 1,515.29 2,649.32
Segment Interim Value 1,002.43 1,016.88
------------------------------------------------------------------------------------------------------------------------------------

ASSUMING THE CHANGE IN THE INDEX VALUE IS +10% (FOR EXAMPLE FROM 100.00 TO
110.00)

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

Fair Value of Hypothetical Fixed Instrument 999.25 999.25
Fair Value of Hypothetical Derivatives 85.84 109.65
Cap Calculation Factor 5.18 5.18
Sum of Above 1,090.27 1,114.07
Segment Investment Multiplied by prorated
Performance Cap Rate 1,515.29 2,649.32
Segment Interim Value 1,090.27 1,114.07
------------------------------------------------------------------------------------------------------------------------------------

ASSUMING THE CHANGE IN THE INDEX VALUE IS +40% (FOR EXAMPLE FROM 100.00 TO
140.00)

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

Fair Value of Hypothetical Fixed Instrument 999.25 999.25
Fair Value of Hypothetical Derivatives 177.13 290.69
Cap Calculation Factor 5.18 5.18
Sum of Above 1,181.56 1,295.12
Segment Investment Multiplied by prorated
Performance Cap Rate 1,515.29 2,649.32
Segment Interim Value 1,181.56 1,295.12
------------------------------------------------------------------------------------------------------------------------------------

Appendix II: Segment Interim Value B-5

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EXAMPLE OF PARTIAL WITHDRAWAL

Segment Start Date January 15, Calendar Year Y January 15, Calendar Year Y January 15, Calendar Year Y
Segment Duration 1 year 3 years 5 years
Segment Maturity Date January 14, Calendar Year January 15, Calendar Year January 15, Calendar Year
Y+1 Y + 3 Y + 5
Valuation Date October 1, Calendar Year Y October 1, Calendar Year Y October 1, Calendar Year Y
Segment Investment $1,000 $1,000 $1,000
Segment Buffer -10% -20% -30%
Performance Cap Rate 11% 19% 35%
Time to Maturity 0.288 2.290 4.290
Amount Withdrawn $100 $100 $100
------------------------------------------------------------------------------------------------------------------------------------

ASSUMING THE CHANGE IN THE INDEX VALUE IS -40% (FOR EXAMPLE FROM 100.00 TO
60.00)

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

Segment Interim Value 701.68 778.05 824.12
Percent Withdrawn 14.25% 12.85% 12.13%
Segment Investment After Partial Withdrawal $857.48 $871.47 $878.66
Segment Interim Value After Partial Withdrawal $601.68 $678.05 $724.12
------------------------------------------------------------------------------------------------------------------------------------

ASSUMING THE CHANGE IN THE INDEX VALUE IS -10% (FOR EXAMPLE FROM 100.00 TO
90.00)

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

Segment Interim Value 960.63 951.24 963.11
Percent Withdrawn 10.41% 10.51% 10.38%
Segment Investment After Partial Withdrawal $895.90 $894.87 $896.17
Segment Interim Value After Partial Withdrawal $860.63 $851.24 $863.11
------------------------------------------------------------------------------------------------------------------------------------

ASSUMING THE CHANGE IN THE INDEX VALUE IS +10% (FOR EXAMPLE FROM 100.00 TO
110.00)

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

Segment Interim Value 1,057.80 1,027.94 1,032.54
Percent Withdrawn 9.45% 9.73% 9.68%
Segment Investment After Partial Withdrawal $905.46 $902.72 $903.15
Segment Interim Value After Partial Withdrawal $957.80 $927.94 $932.54
------------------------------------------------------------------------------------------------------------------------------------

ASSUMING THE CHANGE IN THE INDEX VALUE IS +40% (FOR EXAMPLE FROM 100.00 TO
140.00)

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

Segment Interim Value 1,078.36 1,103.54 1,111.84
Percent Withdrawn 9.27% 9.06% 8.99%
Segment Investment After Partial Withdrawal $907.27 $909.38 $910.06
Segment Interim Value After Partial Withdrawal $978.36 $1,003.54 $1,011.84
------------------------------------------------------------------------------------------------------------------------------------

Definitions:
Percent Withdrawn is equal to Amount Withdrawn divided by Segment Interim Value
Segment Investment After Partial Withdrawal is equal to the original Segment
Investment ($1,000) multiplied by [1 - Percent Withdrawn]
Segment Interim Value After Partial Withdrawal is equal to the calculated
Segement Interim Value based on the Segment Investment After Partial
Withdrawal. It will also be equal to the Segment Interim Value multiplied by [1
- Percent Withdrawn]

B-6 Appendix II: Segment Interim Value

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Appendix III: Index Publishers

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

The Protected Investment Option of the Protected Capital Strategies(SM) contract
tracks certain Securities Indices that are published by third parties. AXA
Equitable uses these Securities Indices under license from the Indices'
respective publishers. The following information about the Indices is included
in this Prospectus in accordance with AXA Equitable's license agreements with
the publishers of the Indices:

Standard & Poor's requires that the following disclaimer be included in this
Prospectus:

The Protected Capital Strategies(SM) contract 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 Protected Capital Strategies(SM) contract or
any member of the public regarding the advisability of investing in securities
generally or in the Protected Capital Strategies(SM) contract 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 Protected Capital Strategies(SM) contract. S&P and its third party
licensors have no obligation to take the needs of AXA Equitable or the owners of
the Protected Capital Strategies(SM) contract 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 Protected Capital Strategies(SM) contract or the timing of the
issuance or sale of the Protected Capital Strategies(SM) contract or in the
determination or calculation of the equation by which the Protected Capital
Strategies contract is to be converted into cash. S&P has no obligation or
liability in connection with the administration, marketing or trading of the
Protected Capital Strategies contract.

NEITHER S&P, ITS AFFILIATES NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE
ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE INDEX OR ANY DATA
INCLUDED THEREIN OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO, ORAL OR
WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT
THERETO. S&P, ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS SHALL NOT BE
SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS
THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS
ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE
WITH RESPECT TO THE MARKS, THE INDEX OR ANY DATA INCLUDED THEREIN.WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P, ITS AFFILIATES
OR THEIR THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF
PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY
OR OTHERWISE.

The name "S&P 500 Price Return Index" is a trademark of Standard & Poor's and
has been licensed for use by AXA Equitable.

Frank Russell Company requires that the following disclosure be included in
this Prospectus:

The Protected Capital Strategies(SM) contract is not sponsored, endorsed, sold
or promoted by Frank Russell Company ("Russell"). Russell makes no
representation or warranty, express or implied, to the owners of the Protected
Capital Strategies(SM) contract or any member of the public regarding the
advisability of investing in securities generally or in the Product(s)
particularly or the ability of the Russell 2000 Price Return Index to track
general stock market performance or a segment of the same. Russell's publication
of the Russell 2000 Price Return Index in no way suggests or implies an opinion
by Russell as to the advisability of investment in any or all of the securities
upon which the Russell 2000 Price Return Index is based. Russell's only
relationship to AXA Equitable is the licensing of certain trademarks and trade
names of Russell and of the Russell 2000 Price Return Index which is determined,
composed and calculated by Russell without regard to AXA Equitable or the
Protected Capital Strategies(SM) contract. Russell is not responsible for and
has not reviewed the Protected Capital Strategies(SM) contract nor any
associated literature or publications and Russell makes no representation or
warranty express or implied as to their accuracy or completeness, or otherwise.
Russell reserves the right, at any time and without notice, to alter, amend,
terminate or in any way change the the Protected Capital Strategies(SM)
contract. Russell has no obligation or liability in connection with the
administration, marketing or trading of the Protected Capital Strategies(SM)
contract.

RUSSELL DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE RUSSELL
2000 PRICE RETURN INDEX OR ANY DATA INCLUDED THEREIN AND RUSSELL SHALL HAVE NO
LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. RUSSELL MAKES NO
WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY AXA EQUITABLE,
INVESTORS, OWNERS OF THE PRODUCT(S), OR ANY OTHER PERSON OR ENTITY FROM THE USE
OF THE RUSSELL 2000 PRICE RETURN INDEX OR ANY DATA INCLUDED THEREIN. RUSSELL
MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO
THE RUSSELL 2000 PRICE RETURN INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL RUSSELL HAVE ANY LIABILITY FOR
ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST
PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

MSCI Inc. requires that the following disclosure be included in this
Prospectus:

Appendix III: Index Publishers C-1

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e-delivery today at www.axa-equitable.com/green

THIS PRODUCT IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI INC.
("MSCI"), ANY OF ITS AFFILIATES, ANY OF ITS INFORMATION PROVIDERS OR ANY OTHER
THIRD PARTY INVOLVED IN, OR RELATED TO, COMPILING, COMPUTING OR CREATING ANY
MSCI INDEX (COLLECTIVELY, THE "MSCI PARTIES"). THE MSCI INDEXES ARE THE
EXCLUSIVE PROPERTY OF MSCI. MSCI AND THE MSCI INDEX NAMES ARE SERVICE MARK(S)
OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES
BY [LICENSEE]. NONE OF THE MSCI PARTIES MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE ISSUER OR OWNERS OF THIS PRODUCT OR ANY OTHER PERSON
OR ENTITY REGARDING THE ADVISABILITY OF INVESTING IN PRODUCTS GENERALLY OR IN
THIS PRODUCT PARTICULARLY OR THE ABILITY OF ANY MSCI INDEX TO TRACK
CORRESPONDING STOCK MARKET PERFORMANCE. MSCI OR ITS AFFILIATES ARE THE
LICENSORS OF CERTAIN TRADEMARKS, SERVICE MARKS AND TRADE NAMES AND OF THE MSCI
INDEXES WHICH ARE DETERMINED, COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO
THIS PRODUCT OR THE ISSUER OR OWNERS OF THIS PRODUCT OR ANY OTHER PERSON OR
ENTITY. NONE OF THE MSCI PARTIES HAS ANY OBLIGATION TO TAKE THE NEEDS OF THE
ISSUER OR OWNERS OF THIS PRODUCT OR ANY OTHER PERSON OR ENTITY INTO
CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE MSCI INDEXES. NONE
OF THE MSCI PARTIES IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION
OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THIS PRODUCT TO BE ISSUED OR IN
THE DETERMINATION OR CALCULATION OF THE EQUATION BY OR THE CONSIDERATION INTO
WHICH THIS PRODUCT IS REDEEMABLE. FURTHER, NONE OF THE MSCI PARTIES HAS ANY
OBLIGATION OR LIABILITY TO THE ISSUER OR OWNERS OF THIS PRODUCT OR ANY OTHER
PERSON OR ENTITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING
OF THIS PRODUCT. ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR
USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES THAT MSCI CONSIDERS
RELIABLE, NONE OF THE MSCI PARTIES WARRANTS OR GUARANTEES THE ORIGINALITY,
ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED
THEREIN. NONE OF THE MSCI PARTIES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO
RESULTS TO BE OBTAINED BY THE ISSUER OF THE PRODUCT, OWNERS OF THE PRODUCT, OR
ANY OTHER PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED
THEREIN. NONE OF THE MSCI PARTIES SHALL HAVE ANY LIABILITY FOR ANY ERRORS,
OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH ANY MSCI INDEX OR ANY DATA
INCLUDED THEREIN. FURTHER, NONE OF THE MSCI PARTIES MAKES ANY EXPRESS OR
IMPLIED WARRANTIES OF ANY KIND, AND THE MSCI PARTIES HEREBY EXPRESSLY DISCLAIM
ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH
RESPECT TO EACH MSCI INDEX AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY
OF THE FOREGOING, IN NO EVENT SHALL ANY OF THE MSCI PARTIES HAVE ANY LIABILITY
FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES
(INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
No purchaser, seller or holder of this product, or any other person or entity,
should use or refer to any MSCI trade name, trademark or service mark to
sponsor, endorse, market or promote this security without first contacting MSCI
to determine whether MSCI's permission is required. Under no circumstances may
any person or entity claim any affiliation with MSCI without the prior written
permission of MSCI.

C-2 Appendix III: Index Publishers

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Appendix IV: Segment Maturity Date and Segment Start Date examples

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

The Segment Maturity Date for Segments maturing in a given month will generally
be the 14th day of the month, and the Segment Start Date for new Segments
starting in that same month will generally be the 15th day of the month.
However, as described earlier in this Prospectus, the Segment Maturity Date and
Segment Start Date may sometimes occur on later dates, if the 14th or 15th is
not a Segment Business Day.

Set forth below are some examples of how the Segment Maturity Date and Segment
Start Date may be moved in a given month. These are only representative
examples. There are possible combinations of weekends and Scheduled Holidays
that could result in the Segment Maturity Date and Segment Start Date being
moved to later dates.

The first table below assumes that the 14th and/or 15th of the month falls on a
weekend, and the following Monday and Tuesday are both Segment Business Days:

--------------------------------------------------------------------------------
THEN THE SEGMENT AND THE SEGMENT
IF THE 14TH IS A: MATURITY DATE IS: START DATE IS:
--------------------------------------------------------------------------------
Friday Friday the 14th Monday the 17th
--------------------------------------------------------------------------------
Saturday Monday the 16th Tuesday the 17th
--------------------------------------------------------------------------------
Sunday Monday the 15th Tuesday the 16th
--------------------------------------------------------------------------------

The second table below assumes that the 14th or 15th of the month falls on a
Scheduled Holiday:

--------------------------------------------------------------------------------
IF A SCHEDULED HOLIDAY THEN THE SEGMENT AND THE SEGMENT
FALLS ON: MATURITY DATE IS: START DATE IS:
--------------------------------------------------------------------------------
Monday the 14th Tuesday the 15th Wednesday the 16th
--------------------------------------------------------------------------------
Friday the 15th Monday the 18th Tuesday the 19th
--------------------------------------------------------------------------------

Appendix IV: Segment Maturity Date and Segment Start
Date examples D-1

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Statement of additional information

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TABLE OF CONTENTS

Page
Who is AXA Equitable? 2
Unit Values 2
Custodian and independent registered public accounting firm 2
Distribution of the contracts 2
Financial statements 2

HOW TO OBTAIN A PROTECTED CAPITAL STRATEGIES STATEMENT OF ADDITIONAL
INFORMATION FOR SEPARATE ACCOUNT NO. 49

Send this request form to:
Protected Capital Strategies
P.O. Box 1547
Secaucus, NJ 07096-1547

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Please send me a Protected Capital Strategies(SM) Statement of Additional
Information dated , 2010.

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