FIRST  AMENDMENT  dated as of January  22,  1997,  to the Voting  Trust
Agreement (the "Voting Trust  Agreement") dated as of May 12, 1992, by and among
AXA, a societe anonyme  organized under the laws of France ("AXA"),  and each of
the  persons  designated  at the end of the  Voting  Trust  Agreement  as Voting
Trustees (collectively, the "Voting Trustees").

                               W I T N E S S E T H

         WHEREAS AXA and the Voting Trustees  heretofore entered into the Voting
Trust  Agreement  relating to the ownership of the common stock of The Equitable
Companies Incorporated, a Delaware corporation (the "Company");

         WHEREAS AXA changed its corporate governance structure by replacing its
Conseil d'Administration with a Supervisory Board and an Executive Board;

         WHEREAS  AXA and the Voting  Trustees  wish to amend the  Voting  Trust
Agreement to reflect such corporate governance changes.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants and conditions contained herein, the parties hereto agree as follows:

         1. Voting  Trustees.  The Voting Trust  Agreement is hereby  amended by
deleting  clause (i) of the fourth  sentence of Section 2(a) of the Voting Trust
Agreement and substituting therefor the following:

        "(i) is a member of the Conseil  d'Administration  of AXA or, if at any
             time AXA does  not have a  Conseil  d'Administration,  a member of
             either the Supervisory Board of AXA or the Executive Board of AXA".

         2. Governing Law. This Amendment shall be governed by and construed and
enforced in accordance  with the laws of the State of New York without regard to
the  principles  of  conflict  of laws,  except to the extent  that the  General
Corporation  Law of the  State of  Delaware  is  mandatorily  applicable  to the
subject matter of any provision of this Amendment.

         3. Counterparts.  This Amendment may be executed in counterparts,  each
of which shall be deemed an original,  but all of which shall constitute one and
the same instrument.

         4. Filing in Registered Office. The Voting Trustees shall file or cause
to be filed this Amendment and any counterpart  hereof in the registered  office
of the Company in the State of Delaware.

         5.  Continuing  Agreement.  Except  as  expressly  set  forth  in  this
Amendment,  the Voting Trust  Agreement  shall continue in full force and effect
and is hereby ratified and confirmed in all respects.

         6.  Effectiveness.  This Amendment is being effectuated by this written
agreement of the parties hereto with the written  consent of the  Superintendent
of Insurance of the State of New York pursuant to Section 21 of the Voting Trust
Agreement.

         IN WITNESS  WHEREOF,  AXA and each Voting  Trustee have  executed  this
Amendment as of the date first written above.

                                    AXA
                                     by
                                     /s/ Claude Bebear
                                     Name:  Claude Bebear
                                     Title: Chairman of the Executive Board

                                     VOTING TRUSTEES
                                     /s/ Claude Bebear
                                     Name: Claude Bebear

                                     /s/ Patrice Garnier
                                     Name: Patrice Garnier

                                     /s/ Henri de Clermont-Tonnerre
                                     Name: Henri de Clermont-Tonnerre