CERTIFICATE OF ELIMINATION

                                       OF

                      THE EQUITABLE COMPANIES INCORPORATED

                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware

                  THE EQUITABLE COMPANIES INCORPORATED,  a corporation organized
and existing  under the General  Corporation  Law of the State of Delaware  (the
"Corporation") certifies as follows:

     1. The Board of Directors of the  Corporation  adopted a resolution  to the
following effect:

         None of the authorized shares of the Cumulative  Convertible  Preferred
         Stock,  Series A (the  "Series A  Stock")  and  Cumulative  Convertible
         Preferred  Stock,  Series B (the "Series B Stock") are  outstanding and
         none  will  be  issued  subject  to the  certificates  of  designations
         previously  filed  with  respect to the Series A Stock and the Series B
         Stock.

     2.  The  Board  of  Directors  of  the  Corporation  adopted  a  resolution
authorizing the filing of a certificate with the Secretary of State of the State
of Delaware setting forth the above resolution.

     3.  In  accordance  with  the  provisions  of  Section  151 of the  General
Corporation Law of the State of Delaware,  the Certificate of  Incorporation  is
hereby  amended  to  eliminate  all  matters  set forth in the  certificates  of
designations  previously  filed with  respect to the Series A Stock and Series B
Stock.

     IN WITNESS WHEREOF,  The Equitable  Companies  Incorporated has caused this
certificate to be signed by Kevin R. Byrne, Senior Vice President and Treasurer,
on July 31, 1997.

                                          THE EQUITABLE COMPANIES INCORPORATED

                                          By: /s/ Kevin R. Byrne
                                              ---------------------------------
                                              Name:   Kevin R. Byrne
                                              Title:  Senior Vice President and
                                                      Treasurer