Edward D. Miller
                     President and Chief Executive Officer
           The Equitable Life Assurance Society of the United States
                          1290 Avenue of the Americas
                            New York, New York 10104

January 6, 1998

Michael Hegarty
177 Old Briarcliff Road
Briarcliff Manor, NY  10510

Dear Mr. Hegarty:

On behalf of the Board of Directors of The Equitable Life  Assurance  Society of
the  United  States,  I am  delighted  to  extend  to you this  offer to  become
President  and Chief  Operating  Officer with your election to take place at our
next board  meeting  after your  acceptance of this offer and to be effective on
February 1, 1998.

Your base salary as President and Chief Operating  Officer for 1998 will be at a
level  of  $575,000  per  annum   payable  in   approximately   equal   periodic
installments.  We will  also  pay you a sign on  bonus  of  $250,000  to be paid
promptly after you join the Company.  In addition,  for services in 1998 we will
pay you a bonus of $1,750,000 in or about February 1999.

You will also be a participant in our Short-Term Incentive Compensation Plan for
Senior  Officers.  The amounts of your sign on and  additional  bonuses  will be
taken  into  account  in  determining  the  amounts  to be paid to you under the
Short-Term Incentive Compensation Plan for 1998.

You will also participate in The Equitable  Companies 1997 Stock Incentive Plan.
You will  receive a grant of 100,000  stock  options at the next  meeting of the
Stock Option  Committee  after you join the Company,  and an  additional  75,000
options in both February 1999 and February  2000.  These options will have a ten
year term and will vest over a three year period at the rate of  one-third  each
year.

In addition you will participate in our long-term incentive program. Your target
award for the three year period commencing on January 1, 1998, payable in stock,
stock  options  or  a  combination  of  both  at  the  sole  discretion  of  the
Organization and Compensation Committee, will be $750,000.

Mike,  I believe  this  covers  the  important  points  that we have  previously
discussed.  The Board and I are enthusiastic  over the prospect of your becoming
our new President and Chief Operating Officer. We look forward to your favorable
response as soon as possible.  If you are in agreement  with the above terms and
conditions would you kindly sign this letter and return it to my attention.


Sincerely,

- --------------------
/s/ Edward D. Miller

Edward D. Miller
President and Chief Executive Officer

                 ---------------------  
ACCEPTED:         /s/ Michael Hegarty
                  Michael Hegarty